national standard india ltd Directors report

Revenue from operations during the financial year 2022-23 was Rs.1,734.50 lakhs as against Rs.2,546.36 lakhs during the previous financial year. Total income decreased to Rs.2,792.09 lakhs for the year ended March 31, 2023 as compared to Rs.4,484.97 lakhs during the year ended March 31, 2022.The net profit after tax for the financial year 2022-23 was Rs.824.77 lakhs as compared to the Rs.2,460.82 lakhs during the financial year 2021-22.

The Company does not have any ongoing project nor is any new project envisaged in the near future.

The Board does not recommend any dividend for the financial year under review. No amount is proposed to be transferred to reserves during the year.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) the Board of Directors of the Company (the Board) formulated and adopted the Dividend Distribution Policy (the Policy) which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company. The Policy is available in the investor section of the Companys website at www.nsil.net.in.

Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company for the year ended on March 31, 2023 is available on the Companys website at www.nsil.net.in.

There was no change in the authorized and paid-up share capital of the Company during financial year 2022-23.

Ms. Ritika Bhalla was appointed as an Additional Director (category Independent Director) of the Company with effect from July 12, 2022 by the Board of Directors on the recommendation of the NRC in accordance with Section 161(1) of the Act and the Articles of Association. Her appointment as an Independent Director for a period of 5 years with effect from July 12, 2022 was approved by the shareholders at the previous Annual General Meeting (AGM) held on September 30, 2022.

The Company has received declarations under section 149 of the Act from all independent directors confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations and also with the Companys Code of Conduct.

None of the Non-Executive Directors had any pecuniary relationship or transaction with the Company which could potentially conflict with the interests of the Company at large.

Mr. Kurian Arimpur, retires by rotation and being eligible offers himself for reappointment. Necessary resolutions for his reappointment are included in the accompanying AGM notice.

Key Managerial Personnel of the Company as per Section 203 of the Act, as on March 31, 2023 are

• Mr. Darshan Multani, Chief Executive Officer

• Mr. Rameshchandra Chechani, Chief Financial Officer

• Ms. Madhur Mittal, Company Secretary

The Board has an optimum combination of Executive and Non-Executive Directors including woman directors and conforms to the provisions of the Act and Listing Regulations. As on March 31, 2023, the Board comprised seven Directors, out of which three are Non-Executive Non Independent Directors and four are Non- Executive Independent Directors. There is one woman independent director on the Board. The composition of the Board of the Company as on March 31, 2023 was as under:-

1. Resigned w.e.f. July 12, 2023

2. Appointed w.e.f. July 12, 2022

Mr. Ravi Dodhia was appointed as an Additional Director w.e.f. July 12, 2023

Details on board composition, attendance, evaluation and board committees are provided in the Report on Corporate Governance which forms a part of this Annual Report.

In compliance with Schedule IV to the Act (Code for Independent Directors) and the Listing Regulations, the Independent Directors of the Company met separately on March 30, 2023.

The Board carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the Listing regulations. Performance of the board was evaluated after seeking inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings.

In a separate meeting of independent directors, performance of non-independent directors, Chairperson and the board as a whole was evaluated, taking into account the views of the directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Act. The Annual CSR Report is attached as Annexure I to the Board sreport. The Board has adopted a CSR Policy which is available on the Companys website at http://www.nsil.net.in/investor-relation/policies. Salient features of the Policy are set out in Annexure II to the BoardsReport.

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for formulating the criteria for determining qualifications, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to remuneration of Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted a Nomination and Remuneration Policy which is available on the Companys website at www.nsil.net.in. Salient features of the Policy are reproduced in Annexure III to the Boards Report.

MSKA & Associates, Chartered Accountants were re-appointed as Statutory Auditors of your Company at the 58th Annual General Meeting held on September 24, 2021, for a second term of five consecutive years and hold office till the conclusion of the Annual General Meeting for FY 2026.

The statutory auditors report for financial year 2022-23 does not contain any qualifications, reservations or adverse remarks. The Auditors report is enclosed with the financial statements with this Annual Report. No frauds have been reported by the Auditor during financial year 2022-23.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shravan A. Gupta & Associates, Practicing Company Secretary was appointed as Secretarial Auditor to conduct a secretarial audit of records and documents of the Company for financial year 2022-23.

The Secretarial Audit Report for financial year 2022-23 does not contain any qualifications, reservations or adverse remarks.

The Secretarial Audit Report of the Company is provided in Annexure IV to the Boards Report

The provisions of Cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company for the financial year 2022-23.

In terms of Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 are detailed in Notes to the standalone financial statements.

Transactions/contracts/arrangements, falling within the purview of provisions of Section 188(1) of the Act, entered by the Company with related parties as defined under the provisions of Section 2(76) of the Act, during the financial year under review, were in the ordinary course of business and have been transacted at arms length basis. The Related Party Transactions Policy is available on our website at http://www.nsil.net.in/investor-relation/policies. Disclosures as required pursuant to para A of Schedule V of the Listing regulations form part of the Audited Financial Statements for financial year 2022-23.

Members approval for material Related Party Transactions during financial year 2022-23, as defined under Regulation 23 of the Listing Regulations was obtained at the 59^th AGM held on September 30, 2022.

All Related Party Transactions are placed before the Audit Committee/Board, as applicable, for their approval. There are no related party transactions during the financial year 2022-23 which are required to be reported in Form AOC-2.

The Company is a subsidiary of Macrotech Developers Limited. The ultimate holding company is Sambhavnath Infrabuild and Farms Private Limited. During the year, under review, the Company did not have any subsidiary, joint ventures or associate companies.

Your Company has robust process in place to identify key risks and to prioritize relevant action plans to mitigate these risks. Your Company has adopted a Risk Management policy which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by the Statutory as well as the Internal Auditor. The Board / Audit Committee reviews adequacy and effectiveness of the Companys internal control environment. These systems provide a reasonable assurance in respect of financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.

The Companys Whistle Blower Policy is in line with the provisions of Section 177 of the Companies Act, 2013 and as per Regulation 22 of the Listing Regulations. This Policy establishes a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Vigil Mechanism / Whistle Blower Policy is posted on the Companys website http://www.nsil.net.in/investor-relation/policies. During the year, the Company did not receive any complaint/ concern under Vigil Mechanism.

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 is not relevant to the Company as the Company has no employees, directors do not draw any remuneration (other than sitting fees) and key managerial personnel have been deputed by the holding company. The provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time do not apply as there are no employees.

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are furnished in Annexure V to the Boards report. During the financial year 2022-23, the Company neither earned any foreign exchange in terms of actual inflows nor is there any foreign exchange outgo in terms of actual outflows.

Pursuant to Regulation 34 of the Listing Regulations and relevant sections of the Act, Report on Corporate Governance and Practicing Company Secretarys Certificate thereon are included in the Annual Report.

The Management Discussion and Analysis report forms a part of this Annual Report.

The Business Responsibility and Sustainability Report pursuant to regulation 34 of the Listing Regulations, forms part of the Annual Report. The Company does not have any ongoing project nor is any envisaged in the near future. The revenue is derived from sale of inventory of a past real estate project which was completed in 2018.The Company has no employees or workers. The Key Managerial Personnel are on deputation from the holding company, Macrotech Developers Limited. In view of this, for FY 2022-23, the Company is reporting only on Essential Indicators and Leadership Indicators to the extent applicable.

Your Directors state that for the financial year ended March 31, 2023, no disclosure is required in respect of the following items and accordingly confirm as under:

1. The Company has neither revised the financial statements nor the Boards report.

2. There was no change in the authorized and paid-up share capital of the Company.

3. As there are no employees, the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company.

4. There are no material changes or commitments affecting the financial position of the Company between March 31, 2023 and the date of this report.

5. The Company has not accepted any deposits.

6. No instance of fraud has been reported to Board of Directors of the Company by the Auditors or any other person.

7. No significant or material orders were passed by the Regulators/Courts/Tribunals which impact the going concern status and Companys operations in future.

8. There was no change in the nature of the business of the Company.

9. There has been no issue of equity shares with differential rights as to dividend, voting or otherwise.

10. No petition/application has been admitted under Insolvency and Bankruptcy code by the Honorable NCLT

11. The Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Act, your Directors confirm that:

a. in the preparation of the annual accounts for the FY ended March 31,2023, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures thereof;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit and loss of the Company for the FY ended on that date;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Your Directors would like to express their grateful appreciation for the assistance and support extended by all stakeholders.