DIRECTORS' REPORT Dear Members, The Directors have pleasure in presenting the Fifty Second Directors' Report of your Company along with the audited financial statements for the financial year ended 31st March, 2015. FINANCIAL OVERVIEW Results of operations and the state of the Company's affairs Total revenue: The total income of the Company for the financial year ended 31st March, 2015 increased by 27.22% as against the total income of Rs. 12734.05 Lakhs for the previous financial year ended 31st March, 2014. Total expenses: The total expenses of the Company increased by 18.29% to Rs. 9,554.42 Lakhs for the financial year ended 31st March, 2015 from Rs. 8,076.98 Lakhs for the financial year ended 31st March, 2014. Profits: Profit Before Tax (PBT) for the financial year ended 31st March, 2015, increased by 42.72% to Rs. 6,646.54 Lakhs as against Rs. 4,657.07 Lakhs for financial year ended 31st March, 2014. PBT margin improved to 41.03% of income in the financial year 2014-15 from 36.57% in the financial year 2013-14. Net Profit of the Company during the financial year 2014-15 was Rs. 4,237.90 Lakhs as compared to Rs. 3,124.96 Lakhs for the financial year 2013-14. TRANSFER TO RESERVES The Board do not recommended any amount to be transferred to the reserves for the financial year ended 31st March, 2015. DIVIDEND With a view to conserve resources of the Company, the Board of Directors do not recommend any dividend for the financial year ended 31st March, 2015. EXTRACT OF ANNUAL RETURN Pursuant to Section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is annexed as Annexure V. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL During the financial year 2014-15, Mr. Mangesh Puranik (DIN: 02283925) and Mr. Martin Godard (DIN: 02460298) resigned as the Directors of the Company w.e.f 24th April, 2014. To maintain the composition of the Board of Directors, Mr. Deepak Chitnis (DIN: 06711033) and Ms. Smita Ghag (DIN: 02447362) were appointed as the Non-Executive, Non-independent Directors of the Company w.e.f 24th April, 2014. Further, Mr. Sagar Gawde resigned as the Chairman and Independent Director of the Company w.e.f 30th July, 2015. Pursuant to his resignation, Mr. Deepak Chitnis acts as the Chairman of the Company w.e.f 14th August, 2015. Mr. Pinkesh Shah, who was re-appointed as the Manager of the Company w.e.f 28th May, 2015, resigned as Manager and Chief Executive Officer (CEO) of the Company w.e.f 14th August, 2015 due to his preoccupations. The Board places on record its appreciation for the valuable services and guidance given to the Company during his tenure as the Manager and CEO of the Company. In view of above, the Board of Director at its Meeting held on 14lh August, 2015, appointed Mr. Mafiesh Thakur as the CEO of the Company in place of Mr. Pinkesh Shah. Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Narinder Pal Singh (DIN 00023160) shall retire by rotation at the ensuing Annua! General Meeting of the Company. Mr. Narinder Pal Singh, being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. COMMITTEES OF THE BOARD Details of various Committees formed by the Board are given hereunder: A. Audit Committee The Audit Committee has been constituted by the Board of Directors of the Company in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Clause 49(111) (A) of the Listing Agreement. The composition, meetings and attendance of the Audit Committee as on 31st March, 2015 are given in the Corporate Governance Report appended to this Annual Report. B. Corporate Social Responsibility Committee A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act, 2013. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in CSR Report appended as Annexure III to this Report. C. Nomination and Remuneration Committee: In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board has constituted Nomination and Remuneration Committee (NRC). The composition, meetings and attendance of the Nomination and Remuneration Committee as on 31st March, 2015 are given in the Corporate Governance Report appended to this Annual Report. The Board on recommendation of the Nomination and Remuneration Committee has approved a policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013 and is attached herewith as Annexure II. D. Stakeholders Relationship Committee: The Board has changed the nomenclature of the Shareholders'/ Investors Grievance Committee has been changed to Stakeholders Relationship Committee in accordance with Section 178 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement. The composition, meetings and attendance of the Stakeholders Relationship Committee as on 31st March, 2015 are given in the Corporate Governance Report appended to this Annual Report. DECLARATION GIVEN BY INDEPENDENT DIRECTORS The Company has received and taken on record declaration received from the Independent Directors of the Company in accordance to Section 149(6) of the Company Act, 2013 confirming their independence vis-a-vis the Company. CHANGE IN SITUATION OF THE REGISTERED OFFICE OF THE COMPANY AND AMENDMENT TO MEMORANDUM OF ASSOCIATION OF THE COMPANY The members be informed that the Company had received an order from Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata dated 9 September, 2014 for shifting the Registered Office from State of West Bengal to the State of Maharashtra and pursuant to which the Registered Office of the Company was shifted from Room No# 6, 4th floor, Commerce House 2A, Ganesh Chandra Avenue, Kolkata, West Bengal to 216, Shah & Nahar Industrial Estate, Dr. E. Moses road, Worli, Mumbai-400018 w.e.f 1st July, 2015 vide certificate received from Assistant Registrar of Companies, Mumbai, Maharashtra. Further, the Memorandum of Association of the company was amended in order to reflect the alteration in situation of the Registered Office of the Company from State of West Bengal to the State of Maharashtra. Furthermore, the Registered Office was again shifted from 216, Shah & Nahar Industrial Estate, Dr. E. Moses road, Worli, Mumbai- 400018 to 412, Floor - 4, 17G Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Mumbai-400001 w.e.f 2nd July, 2015. AUDITORS AND AUDIT REPORT The matters related to Auditors and their Reports are as under: Ratification of Appointment of Statutory Auditors: Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s Shanker and Kapani, Chartered Accountants, Mumbai having firm registration number 117761W, had been appointed for a term of 5 (five) years upto the conclusion of the Annual General Meeting to be held in 2019. However, their appointment as Statutory Auditors of the Company is required to be ratified by the members at the ensuing Annual General Meeting. The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as the Auditors of the Company. Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of the Annual General Meeting for seeking approval of members. Observations of Statutory Auditors on Accounts for the year ended 31st March, 2015 The observations made by the Statutory Auditors in their report for the financial year ended 31st March, 2015 read with the explanatory notes therein are self-explanatory, and therefore do not call for any further explanation or comments. Cost Auditors Pursuant to the provisions of Section 148 of Companies Act, 2013 read with Notification/Circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at its Meeting held on 14th August, 2015, appointed Mr. Dushyant C. Dave, (Membership No: 7759) as the Cost Auditor to conduct the audit of cost records of the Company for the financial year 2015-16 subject to the ratification by the members at the ensuing Annual General Meeting. INTERNAL AUDIT Pursuant to Section 138 of the Companies Act, 2013 and as per the recommendation of the Audit Committee, the Board of Directors at its Meeting held on 30th September, 2014 appointed Mr. Parag Parekh, Chartered Accountants, Mumbai as an Internal Auditor of the Company. The audit carried out by him is on half yearly basis. Further, the report issued by an Internal Auditor is reviewed on an on-going basis in the Meetings of the Audit Committee and of the Board and appropriate actions are taken as per the directions of the Audit Committee by the Board. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH, 2015 Provisions of Section 204 of the Companies Act, 2013 mandates to obtain Secretarial Audit Report from Practicing Company Secretary. Ms. Jinal Dawda (Membership No. A20255, CP No. 9830), Practicing Company Secretary has been appointed to carry out Secretarial Audit for the financial year 2014-15. Secretarial Audit Report issued by Ms. Jinal Dawda in form MR-3 for the financial year 2014-15 forms part of this report and is annexed as Annexure VI. The said report does not contain any observation or qualification requiring explanation or comments from the Board under the Section 134(3) of the Companies Act, 2013. VIGIL MECHANISM The Company has established Transparency and Ethics Policy (TEP)-Whistle Blower Policy for Directors and employees to report genuine concerns, to deal with instances of fraud and mismanagement, if any, and to ensure a clean and transparent environment for conducting business and also ensures adequate safeguards against victimisation of persons who use such mechanism. The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Transparency and Ethics Policy is posted on the Company's website <http://www.nsil.net.in/annualreport.html> RISK MANAGEMENT POLICY Risk is regarded as the threat of some event, action or loss of opportunity if it occurs, will adversely affect the business i.e. value to stakeholders, ability to achieve objective, ability to implement business strategies, manner of operation, reputation & brand image due to internal and external factors. The Company has a Risk Management Policy, which lays down active process for identification and mitigation of risks. Risk Management Policy has been adopted by the Board of Directors of the Company. All concerned process owners of the company are regularly identifying & mitigating key risks in their respective domain. The Board reviews the risk management and mitigation plan for key risks from time to time. INTERNAL FINANCIAL CONTROL SYSTEMS The Company has a proper and adequate internal financial control systems which commensurate with the nature of its business and the size and complexity of its operations. Internal Control Systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD Nomination and Remuneration Committee of the Board had prepared and sent, through its Chairman, feedback forms for evaluation of the Board as a whole, Independent Directors and individual Director including the Chairman. The Independent Directors at their Meeting considered and evaluated the Board's performance, performance of the Chairman and other Non-Independent Directors. The Board subsequently evaluated performance of the Board as a whole, the Committees and Independent Directors; without participation of the concerned Director. Criteria for evaluation of performance of the Executive Directors and Non-Executive Directors are given in the Corporate Governance Report, annexed to the Annual Report. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS: The Company had hold the familiarization programme for the Independent Directors of the Company and had familiarized the Independent Directors with their their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company. The details of the same are put up on the website of the Company at the link <http://www.nsil.net.in/annualreport.html> RELATED PARTY TRANSACTIONS POLICY All related party transactions entered by the Company during the financial year 2014-15 were in the ordinary course of business and on an arm's length basis. The details of material related party transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements are furnished in Annexure I and forms part of this report. As required under Clause 49 (VIII) of the Listing Agreement, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company. CODE OF CONDUCT Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the CEO affirming the compliance of Code of Conduct by the Directors and senior management personnel for the financial year ended 31st March, 2015 is annexed to and forms part of the Corporate Governance Report, appended to this Annual Report. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement as set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this report. The Certificate from the Ms. Jinal Dawda (Membership No. A20255, CP No. 9830), Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement and applicable provisions of the Companies Act forms part of this report. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014: The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year ended 31st March, 2015 have been marked as Annexure IV. Since there are no permanent employees on the roll of the Company, the Company is not required to Annual Report 2014-15 disclose the details of employees pursuant to Rule (5)(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. PARTICULARS OF LOANS GIVEN, GUARANTEES MADE AND SECURITIES PROVIDED As per the provisions of Section 186(11) of the Companies Act, 2013, companies providing infrastructural facilities are exempted from providing details of loans made, guarantee given and securities provided and therefore the Company being engaged in the business of providing infrastructural facilities, the details of loans given, guarantee made and securities provided are not forming part of the Boards' Report. PARTICULARS OF INVESTMENT MADE During the financial year ended 31st March, 2015, the Company has not made any Investments. HOLDING AND SUBSIDIARY COMPANY The Company continues to be the subsidiary of Anantnath Constructions And Farms Pvt. Ltd., which in turn is the subsidiary of Lodha Developers Private Limited and the ultimate holding Company of the Company is Sambhavnath Infrabuild and Farms Private Limited. During the financial year ended 31st March, 2015, the Company does not have any subsidiaries, joint venture and associates of the Company. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors hereby confirms that: (a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed; (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 31st March, 2015 and of the profit of the Company for the financial year 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 such internal financial controls are adequate and been 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. Foreign exchange earnings and Outgo During the financial year ended 31st March, 2015, the total foreign exchange used was Rs. 29,09,834/- and there was no foreign exchange earnings. GENERAL The Board of Directors of the Company states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial 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. No material changes and commitments which could affect the Company's financial position were occurred between the end of the financial year of the Company and date of this report. 5. No Significant or material orders were passed by the Regulators/Courts/Tribunals which impact the going concern status and Company's operations in future. During the financial year 2014-15, there is no change in the nature of the business of the Company. ACKNOWLEDGEMENT Your Directors would like to express their grateful appreciation for the assistance and support extended by all stakeholders. For and on behalf of the Board of Directors National Standard (India) Limited Smita Ghag Director DIN:02447362 Deepak Chitnis Director DIN:06711033 Date: 14™ August, 2015 Place: Mumbai |