NMS Resources Director Discussions


Dear Stakeholders,

Your directors take pleasure in presenting the 37th Annual Report on the business and operation of the Company, along with Audited Accounts, for the financial year ended 31st March, 2023.

ABOUT YOUR COMPANY

NMS Resources Global Limited is a public limited company, listed on Indias premiere Stock Exchange BSE Limited and MSEI (Metropolitan Stock Exchange of India Limited) and engaged in the business of Consultancy, Skill Development, infrastructure as well as Pay roll services.

FINANCIAL RESULTS

(Rs. in Lakhs)

Standalone Consolidated
2022-23 2021-22 2022-23 2021-22
Revenue from Operation 202.11 44.01 655.70 273.96
Other Income 0 0.00075 3.43 3.00
Total Expenses 178.42 42.59 629.98 273.23
Profit/(Loss) before depreciation, Finance cost, tax and Exceptional Items 23.69 1.43 29.15 3.73
Exceptional Items 0 0 0 0
Profit/(Loss) before depreciation, Finance cost, tax (after Exceptional Items) 23.69 1.43 29.15 3.73
Less: Finance Cost 0.45 0.11 4.30 0.11
Depreciation 0.80 0.04 11.79 0.09
Profit/(Loss) before tax 23.69 1.43 29.15 3.73
Less: Tax Expenses (0.15) 0.86 1.41 2.24
Profit/(Loss) After Tax 23.84 0.56 27.74 (2.24)

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review, due to COVID-19 setbacks, the company was unable to generate any sufficient revenues from operation and had profit of Rs. 23.84 lacs only. Company is engaged in the multiple business but due to Covid-19 pandemic business were collapsed and likely to be revived in present and upcoming financial years.

DIVIDEND

In view of losses of the past years, your directors do not recommend any dividend for the financial year ended March 31st, 2023 The Board assures you to present a much strong financial statements in coming years.

TRANSFER TO RESERVES

The profits transferred and other additions to reserves are as follows:

Amount in lakhs

F.Y. 2022-2023 F.Y. 2021-2022
1 Capital Reserve 0.00 0.00
2 Capital Redemption Reserve 0.00 0.00
3 Securities Premium reserve 0.00 0.00
4 Debenture Redemption Reserve 0.00 0.00
5 Revaluation Reserve 0.00 0.00
6 Shares Option Outstanding Account 0.00 0.00
7 Other Reserve 0.00 0.00
8 Surplus (Profit & Loss Account) (193.78) (228.97)
Balance brought forward from previous year (229.52)
Less: Tax on Regular Assessment Paid 0.00 0.00
Add: Profit/Loss for the period 0.56
Total (228.96)

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT

There are no material changes and commitment, affecting the financial position of Company which has occurred between the end of financial year of the Company to which the financial statements relate and the date of this report other than those disclosed in the Annual report.

CHANGE IN NATURE OF BUSINESS

During the period under review, the Company has not changed its nature of business.

AUDITORS

At ensuing Annual General Meeting, the Board recommends the appointment of M/S SPS Associates, Chartered Accountants (FRN:012358N), New Delhi, as Statutory Auditors of the Company for a term of five years from the Financial Years from the financial year 2022-23. How ever M/s. SPS Associates resigned as statutory auditors of the company with completing the tenure on 14.08.23 and the board of directors has appointed M/s. Aggarwal Pawan & Associates FRN - 031570N for the current financial year as the notice of the present AGM.

AUDITORS REPORT

There are no qualifications in statutory audit report. The comments in the Auditors Report read with the notes to the accounts on the financial statement for the financial year 2022-23 are self-explanatory and do not call for further explanation.

SECRETARIAL AUDITOR

The Board has appointed M/s Prachi & Associates, Company Secretaries, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act 2013 for the Financial Year 2023-24. The Secretarial Audit Report for the Financial year ended 31st March 2023 is annexed herewith and marked as Annexure I to this Report.

DIRECTORS

As on March 31st 2023, the Board comprises 6 Directors of i.e., 1 Managing Director, 2 Non-Executives Director and 3 Independent Directors as under:

A) Executive Directors

1. Mr. O. P. Yadav (Managing Director)

B) Non-Executive Director

1. Ms. Isha Gupta

2. Mr. Dhananjai Gupta

C) Independent Directors

1. Mr. Ujjwal Narayan

2. Mr. Sugan Choudhary

3. Mr. Sanjay Singh

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CHIEF FINANCIAL OFFICER

Pursuant to the provisions of Section 203 of the Companies Act, 2013, appointment of Mr. Subham Choudhary, Chief Financial Officer was formalized as the Key Managerial Personnel of the Company.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 203 of the Act, the following personnel have been designated as the Key Managerial Personnel of the Company as on date of present directors report:

Name Designation
Sugan Choudhary Managing Director
Subham Choudhary Chief Financial Officer
Charu Varshney* Company Secretary

*Resigned on 1st July 2023

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent director, performance of the Board as a whole and performance of Chairman was evaluated.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. All the transactions are properly authorized, recorded and reported to the management. The Company is following applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The detailed process of review not only ensures reliability of control systems and legal compliances with applicable legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of tangible and intangible assets.

NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure II to this Report.

RISK MANAGEMENT

The Company has a Risk Management Manual in place that defines the policies, lays out the strategies and methodology to decide on the risk-taking ability of the organization.

The Company constantly reviews its exposure to various types of risk, whether it be regulatory, operational, environmental, financial or political. The Company has in place adequate systems to ensure compliance with all regulatory and statutory matters reviews the same on a periodic basis and takes appropriate corrective action when necessary.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34 of the SEBI Listing Regulations, is annexed as Annexure III to this Board Report.

CORPORATE GOVERNANCE REPORT

Your Company believes and preached the Corporate Governance practices which are in line with legal requirements of Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act 2013. The Company has adopted the practices which are prevalent in the industry. Further Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 has exempted certain Companies from mandatory Compliance of provision of Regulation 27 of listing agreement under SEBI(Listing Obligation and Disclosure Requirement), Regulation 2015 entered in to with the Stock Exchange where the Share of the Company are listed. In terms of said regulation every Company which has paid up capital less than Rs. 10 Crore and Net worth less than Rs. 25 Crore are exempted from complying with the provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

The Paid up capital of your company is less than Rs. 10 Crore and Net worth is less than 25 Crore therefore your Company is exempted from the complying with the provision of regulation 27, however your director assure you that your company will continue to follow the good corporate governance practices.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st March, 2023 and state that:

a. in the preparation of the annual accounts for the financial year ended on 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are required to be annexed to the Boards Report. In accordance with the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23:

No Director has drawn any remuneration from the Company during the financial year 2022-23 therefore ratio of remuneration of each director the median remuneration of the employees of the Company is not ascertainable.

ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2022-23 :

Remuneration of Chief Financial Officer and Company Secretaries has not been increased during the financial year 2022-23.

iii) The percentage increase in the median remuneration of employees in the financial year 2022-23:

No increase of remuneration of employees during the financial year 2022-23.

iv) The number of permanent employees on the rolls of company: 2(Two)

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Amount in Rs.

2022-23 2021-22 Increase/Decrease in %
Average Salary of Employee other than key Managerial Personnel (Per Annum) N.A. N.A. N.A.
Managing Director/Director/CFO Nil Nil Nil

(As the Company has only two permanent employee therefore average salary is not ascertainable)

vi) The key parameters for any variable component of remuneration availed by the Directors:

The key parameters for the variable component of remuneration, if any, availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Nomination & Remuneration Policy for Directors.

vii) Affirmation that the remuneration is as per the remuneration policy of the Company:

Remuneration is paid to the Key Managerial personal (i.e. CFO and Company Secretary) of the Company. It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013. However, the details of the transactions with related party are provided in the accompanying financial statements. Related party transactions are subject to the Audit Committee and the Board for approval.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the Companys website at the link: www.nmsresourcesglobal.com

GREEN INITIATIVE

Members are aware that the Company had started a sustainability initiative with the aim of going green and minimizing the impact on the environment. Like the previous year, electronic copies of the Annual Report 2022-23 and Notice of the 37th AGM are being sent to all Members whose email addresses are registered with the Company / Depository Participant(s). For Members who have not registered their email addresses, physical copies of the Annual Report 2022-23 and the Notice of the 37th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

The Company is providing remote e-voting facility to all Members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the AGM. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2015 read with Regulation 44 of the SEBI Listing Regulations, 2015. The instructions for remote e-voting are provided in the Notice of the AGM.

LISTING ON THE STOCK EXCHANGE

The Companys shares are listed with BSE Limited and MSEI (Metropolitan Stock Exchange of India Limited).

CHANGES IN SHARE CAPITAL

The Authorized Share Capital of the company is Rs. 5,50,00,000 divided into 55,00,000 equity shares of Rs.10/- each. During the period under review, the said capital has not been raised by the company. The Issued, Subscribed & Paid-up Capital remains is Rs. 3,00,56,000/-.

There has been no change in the share capital of the Company during the year.

INTERNATIONAL SECURITY IDENTIFICATION NUMBER (ISIN)

Your Company has admitted its securities with National Services Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable our shareowners to hold their shares in Dematerialized form. International Security Identification Number (ISIN) of your Company is INE169F01014.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

• Risk Management Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a), extract of the annual return as on March 31, 2023 in form MGT-9 is enclosed as Annexure-IV. The same is also available on companys website at https://www.nmsresourcesglobal.com.

B) MEETINGS OF THE BOARD

During the financial year ended March 31, 2023, 8 meetings of the Board of Directors were held during the year. None of the two Board Meetings have a gap of more than 120 days between them. The dates of meetings are mentioned below:

Sr.No. DATE Sr. No. DATE
1. 28.05.2022 5 01.09.2022
2. 30.05.2022 6 14.11.2022
3. 18.07.2022 7 28.12.2022
4. 11.08.2022 8 13.02.2023

The Audit Committee as on March 31, 2023 comprises of Four members, including one is Managing director viz. Mr. Sugan Choudhary and one non-executive director viz. Mr. Dhananjai Gupta and other Independent director Mr. Ujjwal Narayan and Ms. Charu Varshney is Secretary. Mr. Sugan Choudhary Heading the committee.

D) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee as on date comprises of three members, viz. Mr. Om Pal Yadav, Mr. Sugan Choudhary and Mr. Ujjwal Narain. Mr. Ujjwal Narain heading the Committee.

E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee as on date comprises of three members, Mr. Ujjwal Narain, Sanjay Singh and Mr. Sugan Choudhary. Mr. Ujjwal Narain is heading the Committee.

F) RISK MANAGEMENT COMMITTEE

The Risk Management Committee as on date comprises of three members, Mr. Sanjay Singh, Mr. Ujjwal Narain and Mr. Om Pal Yadav. Mr. Sanjay Singh is heading the Committee.

G) VIGIL MACHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors has adopted a vigil mechanism/whistle blower policy of the Company.

The companys attitude towards unethical behavior, actual or suspected fraud or violation of the companys 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 Companys website at the link:www.nmsresourcesglobal.com

H) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2022-23, the Company has received no complaints on sexual harassment.

I) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED

Particulars of loans given, investments made, guarantees given and securities are provided in the financial statements.

J) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Managing Directors of the Company did not receive any remuneration or commission from subsidiary.

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

SUBSIDIARY COMPANY

As on 31.03.2023, the Corporation has Seven subsidiary companies viz.

i. M S CORRIDOR MANAGEMENT PRIVATE LIMITED

ii. EBONY & IVORY ADVERTISING INDIA PRIVATE LIMITED

iii. GEO IT SKILLS PRIVATE LIMITED

iv. KUBERAKSHI ADVISORY SERVICES PRIVATE LIMITED

v. CREDIBLE MANAGEMENT SOLUTIONS PRIVATE LIMITED

vi. IDM ENTERPRISES PRIVATE LIMITED

vii. MSC-BVI CONSULTING PRIVATE LIMITED

The Annual Accounts of all the subsidiary companies have been audited and finalized and the Consolidated Annual Accounts have been prepared and presented in this Annual Report. A statement containing the salient features of the Financial Statements of subsidiary companies forms part of the Consolidated Annual Accounts 2022-23.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors report for the year ended 31st March, 2023 are given below : NIL

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

(i) the steps taken or impact on conservation of energy;

Your Company is primarily engaged in the business of Trading and consultancy which does not require the Electricity or Power consumption on large scale. However, Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

(ii) the steps taken by the company for utilizing alternate sources of energy;

The Company has been taking energy saving measures viz., Use of energy saver electrical equipments, 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 equipments ;

Your company has nil capital investment on energy conservation equipments.

B. Technology absorption-

(i) the efforts made towards technology absorption; N.A.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A.

(a) the details of technology imported; N.A.

(b) the year of import; N.A.

(c) whether the technology been fully absorbed; N.A.

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development. N.A.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings & Outgo: Nil

ACKNOWLEDGEMENT

Directors wish to place on record their deep thanks and gratitude to;

a) The Government as well as their respective Departments connected with the business of the Company, Bankers of the Company for their co-operation and continued support.

b) The Shareholders, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year.

By Order of the Board of Director
NMS RESOURCES GLOBAL LIMITED
Sd/-
Sugan Chaudhary
Date : 28.08.2023 Managing Director
Place : Delhi DIN:07239488