Mar 31, 2025
Your directors take pleasure in presenting the 39thAnnual Report on the business and operation of the Company, along with Audited Accounts, for the financial year ended 31st March, 2025.
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 |
|||
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Revenue from Operation |
667.15 |
2114.75 |
1366.08 |
2482.99 |
|
Other Income |
0.56 |
3.08 |
17.91 |
14.28 |
|
Total Expenses |
645.82 |
2074.92 |
1328.63 |
2434.68 |
|
Profit/(Loss) before depreciation, Finance cost, tax and Exceptional Items |
21.90 |
42.91 |
55.36 |
62.58 |
|
Exceptional Items |
0 |
0 |
0 |
0 |
|
Profit/(Loss) before depreciation, Finance cost, tax (after Exceptional Items) |
21.90 |
42.91 |
55.36 |
62.58 |
|
Less: Finance Cost |
2.41 |
2.20 |
84.50 |
67.91 |
|
Depreciation |
5.70 |
3.73 |
47.75 |
52.85 |
|
Profit/(Loss) before tax |
21.90 |
41.80 |
55.36 |
61.48 |
|
Less: Tax Expenses |
5.69 |
(11.07) |
14.44 |
28.10 |
|
Profit/(Loss) After Tax |
16.20 |
30.73 |
40.93 |
33.38 |
During the year under review, able to generate any revenues from operation of Rs. 667.15lac and had profit of Rs. 16.20 lacs only. Company is engaged in the multiple business .
In view of losses of the past years, your directors do not recommend any dividend for the financial year ended March 31st, 2025 The Board assures you to present a much strong financial statements in coming years.
No amount is proposed to be transferred to Reserves for the year under review.
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.
During the period under review, the Company has not changed its nature of business.
M/s. Mukul Garg & Associates, Chartered Accountants (FRN-019503C) is the Statutory Auditors of the Company
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 2024-25 are selfexplanatory and do not call for further explanation.
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 2024-25. The Secretarial Audit Report for the Financial year ended 31st March 2025 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 2024-25:
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
Management note to above Point:
The management is in the process of getting all the forms filled. However, in order to ensure the suitable compliance the management is trying to file the form as soon as possible.
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.
As on March 31st 2025, the Board comprises 6 Directors of i.e., 1 Managing Director, 3 NonExecutives Director and 2 Independent Directors as under:
|
Mr. SuganChoudhary |
Managing Director |
|
Mr. Pankaj Chande |
Non - Executive Director |
|
Mr. Ujjwal Narayan |
Independent Director |
|
Mr. BIJENDRA MISHRA |
Non - Executive Director |
|
Mr.Dhananjai Gupta |
Non- Executive Director |
|
Ms. Isha Gupta |
Woman Director |
Sh. Sanjay Singh was appointed as a Non-Executive Independent Director on the Board of Directors of the Company in 2022 and the Company immensely benefitted from his vision and active participation in various Committee Meetings and Board Meetings during his tenure but on 04.03.2025, his sudden and unexpected demise will be irreparable loss to the Company
Mr. BIJENDRA MISHRA was appointed as Non executive Director of the Company w.e.f 23.09.2024
Mr Sajan Jain, company Secretary cum compliance officer was resigned from he Company w.e.f30.12.2024 and Mr. Mayank Kumar Rai was appointed as company Secretary cum compliance officer w.e.f 18.04.2025
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.
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.
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 |
|
SuganChoudhary |
Managing Director |
|
SubhamChoudhary |
Chief Financial Officer |
|
Mayank Kumar Rai |
Company Secretary |
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.
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.
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.
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 as required under Regulation 34 of the SEBI Listing Regulations, is annexed as Annexure III to this Board 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, 2025 and state that:
a. in the preparation of the annual accounts for the financial year ended on 31st March, 2025, 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 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.
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 2024-25:
No Director has drawn any remuneration from the Company during the financial year 2024-25 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 2024-25:
Remuneration of Chief Financial Officer and Company Secretaries has not been increased during the financial year 2024-25.
iii) The percentage increase in the median remuneration of employees in the financial year 2024-25:
No increase of remuneration of employees during the financial year 2024-25.
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. |
|||
|
2024-25 |
2023-24 |
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: https://nmslimited.in/
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 2024-25 and Notice of the 39th 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 2024-25 and the Notice of the 39th 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.
The Company''s shares are listed with BSE Limited and MSEI (Metropolitan Stock Exchange of India Limited).
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.
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.
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
Pursuant to Section 92(3) and Section 134(3)(a), extract of the annual return as on March 31, 2025 in form MGT-9 is enclosed as Annexure-IV. The same is also available on company''s website at https://nmslimited.in/ .
During the financial year ended March 31, 2025, 07(seven)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, Seven Board Meetings were held on 30th May, 2024, 28th June, 2024, 14th August, 2024, 29th August, 2024, 23rd September, 2024, 14thNovember, 2024, and 14th February, 2025.
The Audit Committee as on March 31, 2025 comprises of Three members Mr. UJJWAL NARAYAN (Independent Director) heading the Committee and one non-executive director viz. Mr. Dhananjai Gupta and other Independent director Ms. ISHA GUPTA.
The Nomination and Remuneration Committee as on date comprises of three members, viz. Mr. UJJWAL NARAYAN(Independent Director) heading the Committee and one non-executive director viz. Mr. Dhananjai Gupta and other Independent director Ms. ISHA GUPTA.
The Stakeholder Relationship Committee as on date comprises of three members, Ms. ISHA GUPTA, Sanjay Singh and Mr. DHANANJAI GUPTA. Mr. PANKAJ CHANDER is heading the Committee.
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/
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 2024-25, the Company has received no complaints on sexual harassment.
Particulars of loans given, investments made, guarantees given and securities are provided in the financial statements.
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.
As on 31.03.2025 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 2024-25.
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, 2025 are given below : NIL
(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.
(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.
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 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.
Mar 31, 2024
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.
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.
(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 |
42.91 |
23.69 |
62.58 |
29.15 |
|
Exceptional Items |
0 |
0 |
0 |
0 |
|
Profit/(Loss) before depreciation, Finance |
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 |
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.
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.
No amount is proposed to be transferred to Reserves for the year under review.
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.
During the period under review, the Company has not changed its nature of business.
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)
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.
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 2023¬
24:
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.
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. 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
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
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.
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.
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 |
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.
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.
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.
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 as required under Regulation 34 of the SEBI Listing
Regulations, is annexed as Annexure III to this Board 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
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 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.
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:
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 :
iii) The percentage increase in the median remuneration of employees in 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:
Amount in Rs.
|
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.
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/
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.
The Company''s shares are listed with BSE Limited and MSEI (Metropolitan Stock Exchange of India
Limited).
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.
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.
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
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/ .
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.
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.
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.
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/
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.
Particulars of loans given, investments made, guarantees given and securities are provided in the
financial statements.
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.
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.
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
(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.
(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.
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 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.
Sd/-
Sugan Chaudhary
Date : 29.08.2024 Managing Director
Place : Delhi DIN: 07239488
Mar 31, 2014
Dear Stakeholders
The Directors share deep sense of pleasure in presenting the Twenty
Eighth Annual Report and the audited accounts for the year ended on
31st March 2014: -
FINANCIAL RESULTS (Rs. in Lacs)
2013-14 2012-13
Revenue from Operation 31.16 32.11
Other Income 0.00 4.14
Total Expenses 29.83 35.23
Profit/(Loss) before depreciation and
Finance cost 1.64 1.42
Less: Finance Cost & Depreciation 0.31 0.40
Profit/(Loss) before tax 1.33 1.02
Less: Tax Expenses 0.00 0.00
Profit After Tax 1.33 1.02
FINANCIAL PERFORMANCE
During the year under review, the Company has earned total revenue of
Rs. 31.16 Lacs as compared to previous year Rs. 32.11 Lacs and earned a
net profit of Rs. 1.33 lacs as compared to previous year''s Profit
figure of Rs. 1.02 Lacs.
DIVIDEND
The Board of Directors of your Company is of the opinion that keeping
in view the future fund requirements of the Company, your directors do
not recommended any dividend for the financial year ended March 31,
2014. The Board assures you to present a much strong financial
statements in coming years.
PARTICULARS OF EMPLOYEES
Information required as per section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules 1975 forming part
of this report for the year ended 31st March, 2014 is NIL.
PUBLIC DEPOSITS
The Company has not accepted any public deposits in terms of section
58A of the Companies Act, 1956 and the rules made there under.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis, forming part of this report, as
required under Clause 49(IV) (F) of the Listing Agreement with the
stock exchanges is attached separately to this Annual Report.
CORPORATE GOVERNANCE
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance as well as the Statutory Auditors''
Certificate regarding compliance of conditions of Corporate Governance
forms part of the Annual Report.
Your Company has always practiced sound corporate governance and takes
necessary actions at appropriate times for meeting stakeholders''
expectations while continuing to comply with the mandatory provisions
of corporate governance and it has been endeavor of your company to
follow and implement the best practices in corporate governance, in
letter and spirit.
DIRECTORS
In accordance with the requirements of the Companies Act, 2013 and the
Company''s Articles of Association, Mr. O. P. Yadav, Director of the
Company, retires by rotation and shown his willingness for
Re-appointment
The Board of Directors in their meeting held on 06th August 2014 has
decided to appoint Mr. O. P. Yadav as the Managing Director and Chief
Financial officer of the Company having regard to the expansion
programmes and therefore in their Meeting held on 06th August 2014
appointed Mr. O. P. Yadav as the Managing Director subject to the
approval of the shareholders. A resolution to this effect has been
placed in the Notice of the Annual General Meeting.
In accordance with the section 152 and 161 of Companies Act, 2013, Mrs.
Ruby Yadav who was appointed as the additional Director of the Company
by the Board of Directors and their office shall be determined at this
Annual General meeting and the Company has received the requisite
Notice in writing from a member proposing the appointment of Mrs. Ruby
Yadav as the Non Executive Promoter Director of the Company in the
ensuing Annual General Meeting.
The Independent Directors were appointed as the directors liable to
retire by rotation under the provisions of the erstwhile Companies Act,
1956. Section 149(11) of the Companies Act, 2013 states that no
Independent Director shall be eligible for more than two consecutive
terms of five years. Section 149(13) states that the provisions of
retirement by rotation as defined in 152(6) and (7) of the Act shall
not apply to such Independent Directors. Therefore it is proposed to
re-appoint Independent Directors not to retire by rotation and also to
fix their tenure. Resolutions in respect of this have been placed in
the notice to the Annual General Meeting.
Brief resume of Director proposed to be appointed, nature of their
experience in their specific functional areas, name of the Companies in
which they hold directorship and membership / chairmanship of the Board
Committees, Shareholding as stipulated under Clause 49 of the Listing
agreement with the stock exchanges forms part of the Notice.
Shri S. K. Yadav, Managing Director and Chairman of the Company, after
a major ailment passed away on 21st December 2013. Form 32, regarding
the cessation, to the registrar of the company has filed on 28.01.2014.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act, 1956 regarding
the Directors'' Responsibility Statement, it is hereby stated:
i. In the preparation of annual accounts for the financial year ended
March 31, 2014, the applicable accounting standards have been followed
along with proper explanation relating to material departures.
ii. The Directors 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 at the end of the financial year ended on March 31st
2014 and of the profit or loss of the Company for that period.
iii. 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.
iv. The Directors have prepared the annual accounts on a going concern
basis.
CHANGES IN SHARE CAPITAL
The Authorised Share Capital of the company is Rs. 55,000,000 divided
into 5,500,000 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. 30,056,000/-.
There has been no change in the share capital of the Company during the
year.
AUDITORS
M/s Neeraj Ramesh Chandra & Associates, the Statutory Auditors of the
Company, hold office until the ensuing Annual General Meeting (AGM).
The said Auditors have furnished the Certificate of their eligibility
for re-appointment. Pursuant to the provisions of Section 139 of the
Companies Act, 2013 and the Rules framed thereunder, it is proposed to
appoint Neeraj Ramesh Chandra & Associates having registration No.
017155N as Statutory Auditors of the Company from the conclusion of the
forthcoming AGM till the conclusion of the 33rd AGM to be held in the
year 2019, subject to ratification of their appointment at the
subsequent AGMs.
AUDITORS'' REPORT
As regards the observations of the Auditor''s in his Report of even
date, these are self explanatory and therefore, do not call for further
comments.
CORPORATE GOVERNANCE
A separate report on corporate governance along with a certificate from
statutory auditors regarding compliance with the conditions of
corporate governance forms a part of Annual Report.
LISTING
Presently, the securities of the Company are listed at BSE Limited and
Delhi Stock Exchange Limited. The Company had applied for the delisting
of its equity shares from the Delhi Stock Exchange Limited and Jaipur
Stock Exchange Limited. Jaipur Stock Exchange Limited has delisted its
securities wide letter No. JSEL/2013/432 dated 13th May 2013 and the
matter is pending at Delhi Stock Exchange Limited.
INTERNATIONAL SECURITY IDENTIFICATION NUMBER (INE169F01014)
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
dematerialised form. International Security Identification Number of
your Company is INE169F01014.
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the ''Green Initiative in Corporate Governance'' introduced by
the Ministry of Corporate Affairs vide its circular no. 17/2011 dated
21st April 2011, all members who are holding shares of the Company in
physical mode, are requested to register their e-mail IDs with the
Company, so as to enable the company to send all notices/
reports/documents/ intimations and other correspondences etc. through
e-mails, in the electronic mode instead of receiving physical copies of
the same.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUT GO.
Information required to be given pursuant to section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosures of particulars
in the report of the Directors) Rules 1988 and forming part of the
Director''s report for the year ended 31st March, 2014 are given below :
A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Company is primarily engaged in the business of export and import
of Agro products which does not require the Electricity or Power
consumption on large scale. Further your Company and its Director
understand the significance of conserving the sources of energy;
therefore all the policies of the Company are directed to make the
judicious use of the energy resources.
Further as the Company is engaged in import and Export Business
therefore information in Form A of Companies (Disclosures of
particulars in the report of the Directors) Rules 1988, is not given.
B. RESEARCH & DEVELOPMENT
Your Company has not undertaken any research & development this year.
C. TECHNOLOGY ABSORPTION
Your Company has not imported any technology. However, we believe and
use information technology extensively in all spheres of our activities
to improve efficiency levels.
D. FOREIGN EXCHANGE EARNINGS & OUTGO
Foreign Exchange Earnings & Outgo: Nil
ACKNOWLEDGEMENT
Your directors acknowledge with gratitude the cooperation & assistance
received from Shareholders, Banks, Patrons & all those stakeholders
associated with the company during the year under review.
By Order of the Board of Directors
IFM Impex Global Limited
Sd/- Sd/-
Date: 27.08.2014 S. P. Jain O. P. Yadav
Place: New Delhi Director Managing Director
DIN: 01607971 DIN: 01607006
Mar 31, 2013
Dear Stakeholders
The Directors share deep sense of pleasure in presenting the Twenty
Seventh Annual Report and the audited accounts for the year ended on
31st March 2013: -
FINANCIAL RESULTS
(Rs. in Lacs)
2012-2013 2011-2012
Revenue from Operation 32.11 30.96
Other Income 4.14 15.40
Total Expenses 35.23 43.81
Profit/(Loss) before depreciation
and Finance cost 1.42 3.49
Less: Finance Cost & Depreciation 0.40 0.93
Profit/(Loss) before tax 1.02 2.55
Less: Tax Expenses
Profit After Tax 1.02 2.55
FINANCIAL PERFORMANCE
During the year under review, the company has earned total revenue of
Rs. 36.25 Lacs as compared to previous year Rs. 46.36 Lacs and earned a
net profit of Rs. 1.02 lacs as compared to previous year''s Profit
figure of Rs. 2.55 Lacs.
DIVIDEND
The Board of Directors of your Company is of the opinion that keeping
in view the future fund requirements of the Company, your directors do
not recommended any dividend for the financial year ended March 31,
2013. The Board assures you to present a much strong financial
statements in coming years.
PARTICULARS OF EMPLOYEES
Information required as per section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules 1975 forming part
of this report for the year ended 31st March, 2013 is NIL.
PUBLIC DEPOSITS
The Company has not accepted any public deposits in terms of section
58A of the Companies Act, 1956 and the rules made there under.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis, forming part of this report, as
required under Clause 49(IV) (F) of the Listing Agreement with the
stock exchanges is attached separately to this Annual Report.
DIRECTORS
In accordance with the provisions of section 256 of the Companies Act,
1956 and Articles of Association of the company, Mr. Sidhi Prakash
Jain, Directors of the company retire by rotation at this ensuing
Annual General Meeting of the company and offer himself for
reappointment. In view of vast experience & knowledge and continued
association & support to the company over the last years, it will be in
the interest of the Company that Mr. Sidhi Prakash Jain be reappointed
as Directors of the Company.
Mr. Satya Pal Chauhan, due to personal reason had resigned from the
directorship of the Company on 29th July 2012.
DIRECTORS'' RESPONSIBILITY STATEMENT
Directors'' Responsibility Statement as required under Section 217(2AA)
of the Companies Act, 1956 is as follows:
(i) In preparation of the annual accounts as on 31.03.2013, the
accounting standards issued by the Institute of Chartered Accountants
of India as applicable to the Company have been followed.
(ii) The accounting policies were selected and applied consistently and
the judgment and estimates were made that were 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 ended on 31.03.2013 and of the
Profit of the Company for the period ended on 31.03.2013 subject to
note no. 1(vi), 2(ii), (vi), (viii), (x), (xi) and (xii) of the notes
to accounts annexed to and forming part of the accounts in schedule no.
16 of the annexure to the auditors report.
(iii) Proper and sufficient care was taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv) Annual accounts are prepared on a going concern basis.
CHANGES IN SHARE CAPITAL
The Authorised Share Capital of the company is Rs. 55,000,000 divided
into 5,500,000 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. 30,056,000/-.
There has been no change in the share capital of the Company during the
year.
AUDITORS
The company''s Auditors M/s Neeraj Ramesh Chandra & Associates, New
Delhi-110017, having registration No. 017155N retire and being
eligible, offer themselves for re-appointment. The Company has received
letter from the auditors to the effect that their re-appointment, if
made, would be within the limits specified under Section 224(1B) of the
Companies Act, 1956. Members are requested to appoint the auditors for
the financial year 2013-14.
AUDITORS'' REPORT
As regards the observations of the Auditor''s in his Report of even
date, these are self explanatory and therefore, do not call for further
comments.
CORPORATE GOVERNANCE
A separate report on corporate governance along with a certificate from
statutory auditors regarding compliance with the conditions of
corporate governance forms a part of Annual Report.
LISTING
Presently, the securities of the Company are listed at BSE Limited and
Delhi Stock Exchange Limited. During the year under review the Company
has applied for the delisting of its equity shares from the Delhi Stock
Exchange Limited and Jaipur Stock Exchange Limited accordingly Jaipur
Stock Exchange Limited has delisted its securities and the matter is
pending at Delhi Stock Exchange Limited.
INTERNATIONAL SECURITY IDENTIFICATION NUMBER (INE169F01014)
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
dematerialised form. International Security Identification Number of
your Company is INE169F01014.
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the ''Green Initiative in Corporate Governance'' introduced by
the Ministry of Corporate Affairs vide its circular no. 17/2011 dated
21st April 2011, all members who are holding shares of the Company in
physical mode, are requested to register their e-mail IDs with the
Company, so as to enable the company to send all notices/
reports/documents/ intimations and other correspondences etc. through
e-mails, in the electronic mode instead of receiving physical copies of
the same.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUT GO.
Information required to be given pursuant to section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosures of particulars
in the report of the Directors) Rules 1988 and forming part of the
Director''s report for the year ended 31st March, 2013 are given below :
A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Company is primarily engaged in the business of export and import
of Agro products which does not require the Electricity or Power
consumption on large scale. Further your Company and its Director
understand the significance of conserving the sources of energy;
therefore all the policies of the Company are directed to make the
judicious use of the energy resources.
Further as the Company is engaged in import and Export Business
therefore information in Form A of Companies (Disclosures of
particulars in the report of the Directors) Rules 1988, is not given.
B. RESEARCH & DEVELOPMENT
Your Company has not undertaken any research & development this year.
C. TECHNOLOGY ABSORPTION
Your Company has not imported any technology. However, we believe and
use information technology extensively in all spheres of our activities
to improve efficiency levels.
D. FOREIGN EXCHANGE EARNINGS & OUTGO
Foreign Exchange Earnings & Outgo: Earning US$ 9450.20
ACKNOWLEDGEMENT
Your directors acknowledge with gratitude the cooperation & assistance
received from Shareholders, Banks, Patrons& all those stakeholders
associated with the company during the year under review.
For and on behalf of Board of Directors
IFM Impex Global Limited
Sd/-
Place: New Delhi S. K. Yadav
Dated: 16.08.2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the Twenty Sixth Annual
Report and the audited accounts for the year ended on 31st March 2012:
-
FINANCIAL RESULTS
(Rs. in Lacs)
2011-2012 2010-2011
Sales 30.96 23.42
Other Income 15.40 8.34
Profit/(Loss) before depreciation
and interest 3.26 3.89
Less: Interest & Depreciation 0.93 1.15
Profit/(Loss) before tax 2.33 2.74
Less: Fringe Benefit Tax - -
Add: Profit/(Loss) brought down
from previous year (132.32) (133.76)
Profit / (Loss) carried forward
to Balance Sheet (129.98) (132.32)
During the year under review, the company has achieved a turnover of
Rs. 30.96 Lacs as compared to previous year Rs.23.42 Lacs and earned a
net profit of Rs. 2.33 lacs as compared to previous year's Profit
figure of Rs. 2.74 Lacs.
DIVIDEND
Due to the continued losses incurred by the company over the past many
years and very nominal profit during the current year, your Directors
do not to recommend any dividend during the financial year.
FUTURE OUTLOOK
The company successfully executed export consignments of fresh fruits
8i vegetables to Netherland during the year. The company continues to
keep its focus and expand its business activities in the agricultural,
marine and food processing sector. In the previous year, due to lack of
financing options the company could achieve a small turnover, however,
the Directors are exploring linkages to establish permanent clients
overseas for agricultural products and have initiated steps to acquire
the requisite approvals for restarting the company's marine & other
food export business. The Directors are confident that the company
shall strongly perform in the business of trading in domestic and
international markets in the coming financial year.
PARTICULARS OF EMPLOYEES
Information required as per section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules 1975 forming part
of this report for the year ended 31st March, 2012 is NIL
PUBLIC DEPOSITS
The Company has not accepted any public deposits in terms of section
58A of the Companies Act, 1956 and the rules made there under.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis, forming part of this report, as
required under Clause 49(IV) (F) of the Listing Agreement with the
stock exchanges is attached separately to this Annual Report.
DIRECTORS
In accordance with the provisions of section 256 of the Companies Act,
1956 and Articles of Association of the company, Mr. 0. P. Yadav,
Directors of the company retire by rotation at this ensuing Annual
General Meeting of the company and offer himself for reappointment. In
view of vast experience & knowledge and continued association & support
to the company over the last many years, it will be in the interest of
the Company that 0. P. Yadav be reappointed as Directors of the
Company.
Your Directors, welcome on the Board, Mr. Rakesh Sidhu as Independent
Director of the Company. Mr. Rakesh Sidhu has been inducted on the
Board of your Company as an additional Director with effect from 03rd
August 2012. Mr. Satya Pal Chauhan, due to personal reason had resigned
from the directorship of the Company on 29th July 2012.
DIRECTORS' RESPONSIBILITY STATEMENT
Directors' Responsibility Statement as required under Section 217(2AA)
of the Companies Act, 1956 is as follows:
(i) In preparation of the annual accounts as on 31.03.2012, the
accounting standards issued by the Institute of Chartered Accountants
of India as applicable to the Company have been followed.
(ii) The accounting policies were selected and applied consistently and
the judgment and estimates were made that were 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 ended on 31.03.2012 and of the
Profit of the Company for the period ended on 31.03.2012 subject to
note no. l(vi), 2(ii), (vi), (viii), (x), (xi) and (xii) of the notes
to accounts annexed to and forming part of the accounts in schedule no.
16 of the annexure to the auditors report.
(iii) Proper and sufficient care was taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv) Annual accounts are prepared on a going concern basis.
CHANGES IN SHARE CAPITAL
The Authorised Share Capital of the company is Rs. 55,000,000 divided
into 5,500,000 equity shares of Rs.10/- each. During the period under
review, the said capital has not been raised by the company. The Issued
& Subscribed remains at Rs. 30,056,000/-.
AUDITORS
The company's Auditors M/s Neeraj Ramesh Chandra & Associates, New
Delhi-110017, having registration No. 017155N retire and being
eligible, offer themselves for re-appointment. The Company has received
letter from the auditors to the effect that their re-appointment, if
made, would be within the limits specified under Section 224(1B) of the
Companies Act, 1956. Members are requested to appoint the auditors for
the financial year 2012-13.
AUDITORS' REPORT
As regards the observations of the Auditor's in his Report of even
date, these are self explanatory and therefore, do not call for further
comments.
CORPORATE GOVERNANCE
A separate report on corporate governance along with a certificate from
statutory auditors regarding compliance with the conditions of
corporate governance forms a part of Annual Report.
LISTING
The securities of the Company are listed at BSE Limited and Delhi Stock
Exchange but the trading of the Company were suspended at both Stock
Exchanges, Now the Company has complied with all the compliances
required to revoke the suspension of the trading of the Company and
thus suspension has
been successfully revoked and trading of Shares have been commenced at
BSE trading platform. INTERNATIONAL SECURITY IDENTIFICATION NUMBER
(INE169F01014)
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
dematerialised form. International Security Identification Number of
your Company is INE169F01014
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the 'Green Initiative in Corporate Governance' introduced by
the Ministry of Corporate Affairs vide its circular no. 17/2011 dated
21st April 2011, all members who are holding shares of the Company in
physical mode, are requested to register their e-mail IDs with the
Company, so as to enable the company to send all notices/
reports/documents/ intimations and other correspondences etc. through
e-mails, in the electronic mode instead of receiving physical copies of
the same.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUT GO.
Information required to be given pursuant to section 217(l)(e) of the
Companies Act, 1956 read with the Companies (Disclosures of particulars
in the report of the Directors) Rules 1988 and forming part of the
Director's report for the year ended 31st March, 2012 are given below:
A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Company consumes minimum energy and strives to reduce energy
consumption. 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. However during the year
the company was not involved in any manufacturing activities, which
require consumption of energy.
B. RESEARCH & DEVELOPMENT
Your Company has not undertaken any research & development this year.
C. TECHNOLOGY ABSORPTION
Your Company has not imported any technology. However, we believe and
use information technology extensively in all spheres of our activities
to improve efficiency levels.
D. FOREIGN EXCHANGE EARNINGS & OUTGO
Foreign Exchange Earnings & Outgo: Earning 3,350USD (PY NIL)
ACKNOWLEDGEMENT
Your directors acknowledge with gratitude the cooperation & assistance
received from Shareholders, Banks, Patrons & all those stakeholders
associated with the company during the year under review.
For and on behalf of Board of Directors
IFM Impex Global Limited
Sd/-
Place: Delhi S. K. Yadav
Dated: 25.08.2012 Chairman
Mar 31, 2010
To the Members,
The Directors have pleasure in presenting the Twenty Fourth Annual
Report and the audited accounts for the year ended on 31st March 2010:
FINANCIAL RESULTS
(Rs. in Lacs)
2009-2010 2008-2009
Sales 07.12 25.85
Other Income 1.22 2.98
Profit/(Loss) before depreciation
and interest 1.64 1.70
Less: Interest & Depreciation 1.52 1.52
Profit/(Loss) before tax 0.12 0.18
Less: Fringe Benefit Tax - -
Add: Profit/(Loss) brought down (134.06) (134.06)
previous year
Profit / (Loss) carried forward (133.76) (133.88)
to Balance Sheet
During the year under review, the company has achieved a turnover of
Rs. 07.12 Lacs as compared to previous year Rs.25.85 Lacs and earned a
net profit of Rs. 0.12 lacs as compared to previous year's Profit
figure of Rs. 0.18 Lacs.
DIVIDEND
Due to the continued losses incurred by the company over the past many
years and very nominal profit during the current year, your Directors
do not to recommend any dividend during the financial year.
CHANGE IN SHARE HOLDING PATTERN
There is no major change in the shareholding pattern during the year
under review.
FUTURE OUTLOOK
The company continues to keep its focus and expand its business
activities in the agricultural and food processing sector. In the
previous year, due to lack of financing options the company could not
achieve the desired turnover. Further, the company is facing financial
hardships as no finance is forthcoming. The company's efforts in
settling long pending secured loans from banks and financial
institutions succeeded during the previous year as the company settled
its overdue borrowal account with Oriental Bank of Commerce. Your
company has no further secured loans as on date. The company has
stepped up its efforts to realize the book debts and advances. The
Directors are confident of turning around the company's fortunes in the
coming years.
MATERIAL CHANGE
The company has settled its major dispute, under jurisdiction in the
Debt Recovery Tribunal - II, New Delhi from past 10 years, with the OBC
/ ARCIL by paying under one time settlement offer letter dated
15/07/2009 for a compromised amount of Rs. 50,00,000/-.
PARTICULARS OF EMPLOYEES
Information required as per section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules 1975 forming part
of this report for the year ended 31st March, 2010 is NIL.
PUBLIC DEPOSITS
The Company has not accepted any public deposits in terms of section
58A of the Companies Act, 1956 and the rules made there under.
DIRECTORS
In accordance with the provisions of section 256 of the Companies Act,
1956 and Articles of Association of the company, Shri Satya Pal Chauhan
and Shri S P Jain, Directors of the company retire by rotation at this
ensuing Annual General Meeting of the company and being eligible offer
themselves for reappointment. In view of their vast experience &
knowledge and their continued association & support to the company over
the last many years, it will be in the interest of the company that
Shri Satya Pal Chauhan and Shri S P Jain be reappointed as Directors of
the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Directors' Responsibility Statement as required under Section 217(2AA)
of the Companies Act, 1956 is as follows:
(i) In preparation of the annual accounts as on 31.03.2010, the
accounting standards issued by the Institute of Chartered Accountants
of India as applicable to the Company have been followed.
(ii) The accounting policies were selected and applied consistently and
the judgment and estimates were made that were 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 ended on 31.03.2010 and of the
Profit of the Company for the period ended on 31.03.2010 subject to
note no. l(vi), 2(H), (vi), (viii), (x), (xi) and (xii) of the notes to
accounts annexed to and forming part of the accounts in schedule no. 16
of the annexure to the auditors report.
(iii) Proper and sufficient care was taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv) Annual accounts are prepared on a going concern basis.
AUDITORS
The company's Auditors M/s Neeraj Ramesh Chandra & Associates, New
Delhi-110017 retire and being eligible, offer themselves for
re-appointment. The Company has received letter from the auditors to
the effect that their re-appointment, if made, would be within the
limits specified under Section 224(1B) of the Companies Act, 1956.
Members are requested to appoint the auditors for the financial year
2010-11.
AUDITORS' REPORT
As regards the observations of the Auditor's in his Report of even
date, these are self explanatory and therefore, do not call for further
comments.
CORPORATE GOVERNANCE
A separate report on corporate governance along with a certificate from
statutory auditors regarding compliance with the conditions of
corporate governance forms a part of Annual Report.
FOREIGN EXCHANGE EARNINGS & OUTGO
Foreign Exchange Earnings & Outgo : NIL
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
During the year the company was not involved in any manufacturing
activities, which require consumption of energy.
ACKNOWLEDGEMENT
Your directors acknowledge with gratitude the cooperation & assistance
received from Shareholders, Banks, Patrons & all those stakeholders
associated with the company during the year under review.
For and on behalf of Board of Directors
(S. K. YADAV)
Chairman
Place : Delhi
Dated : 15.07.2010
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