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.
ABOUT YOUR COMPANY
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
|
| |
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
cost, tax and Exceptional Items
|
42.91
|
23.69
|
62.58
|
29.15
|
|
Exceptional Items
|
0
|
0
|
0
|
0
|
|
Profit/(Loss) before depreciation, Finance
cost, tax (after Exceptional Items)
|
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
|
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
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.
DIVIDEND
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.
TRANSFER TO RESERVES
No amount is proposed to be transferred to Reserves for the year under review.
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
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)
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 2023-24 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 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.
Directors and Key Managerial Personnel
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. Sugan Choudhary Managing Director
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
Changes in Directors and Key Managerial Personnel
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
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company confirming
that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act,
2013 read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
CHIEF FINANCIAL OFFICER
Pursuant to the provisions of Section 203 of the Companies Act, 2013, appointment of Mr. Subham
Choudhary, Chief Financial Officer was formalized as the Key Managerial Personnel of the Company.
KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 203 of the Act, the following personnel have been
designated as the Key Managerial Personnel of the Company as on date of present director's report:
|
Name
|
Designation
|
|
Sugan Choudhary
|
Managing Director
|
|
Subham Choudhary
|
Chief Financial Officer
|
|
Sajan Jain
|
Company Secretary
|
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.
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, 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
Particulars of employees as required under Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are required to be annexed to the Board's Report. In accordance
with the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is
being sent to all the members of the Company and others entitled thereto. Any member interested in
obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.
PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
i) The ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the financial year 2023-24:
No Director has drawn any remuneration from the Company during the financial year 2023-24
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 2023-24 :
Remuneration of Chief Financial Officer and Company Secretaries has not been increased during the
financial year 2023-24.
iii) The percentage increase in the median remuneration of employees in the financial year 2023-24:
No increase of remuneration of employees during 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.
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/
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 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.
LISTING ON THE STOCK EXCHANGE
The Company's shares are listed with BSE Limited and MSEI (Metropolitan Stock Exchange of India
Limited).
CHANGES IN SHARE CAPITAL
The Authorized Share Capital of the company is Rs. 5,50,00,000 divided into 55,00,000 equity shares of
Rs.10/- each. During the period under review, the said capital has not been raised by the company. The
Issued, Subscribed & Paid-up Capital remains is Rs. 3,00,56,000/-.
There has been no change in the share capital of the Company during the year.
INTERNATIONAL SECURITY IDENTIFICATION NUMBER (ISIN)
Your Company has admitted its securities with National Services Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) to enable our shareowners to hold their shares in
Dematerialized form. International Security Identification Number (ISIN) of your Company is
INE169F01014.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisions in line with
the delegated authority. The following substantive Committees constituted by the Board function
according to their respective roles and defined scope:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholder Relationship Committee
• Risk Management Committee
DISCLOSURES:
A) EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a), extract of the annual return as on March 31, 2024 in
form MGT-9 is enclosed as Annexure-IV. The same is also available on company's website at
https://nmslimited.in/ .
B) MEETINGS OF THE BOARD
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.
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.
G) VIGIL MACHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors has adopted a vigil
mechanism/whistle blower policy of the Company.
The company's attitude towards unethical behavior, actual or suspected fraud or violation of the
company's code of conduct or ethics policy, is very strict. The Company follows absolute intolerance for
such matters and expect the directors and employees to report genuine concerns about such abuse. The
vigil mechanism/whistle blower policy can be accessed on the Company's website at the link:
https://nmslimited.in/
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 2023-24, the Company has received no complaints on sexual harassment.
I) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED
Particulars of loans given, investments made, guarantees given and securities are provided in the
financial statements.
J) GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. The Managing Directors of the Company did not receive any remuneration or commission from
subsidiary.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact
the going concern status and Company's operations in future.
SUBSIDIARY COMPANY
As on 31.03.2024, 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.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO.
Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director's report for the year
ended 31st March, 2024 are given below : NIL
A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
(i) the steps taken or impact on conservation of energy;
Your Company is primarily engaged in the business of Trading and consultancy which does not require
the Electricity or Power consumption on large scale. However, Your Company is conscious about its
responsibility to conserve energy, power and other energy sources wherever possible. We emphasis
towards a safe and clean environment and continue to adhere to all regulatory requirements and
guidelines.
(ii) the steps taken by the company for utilizing alternate sources of energy;
The Company has been taking energy saving measures viz., Use of energy saver electrical equipment's,
LED fittings are provided inside the building for common area lighting in the Company, Efficient
ventilation system in the office of the Company.
(iii) the capital investment on energy conservation equipment's ;
Your company has nil capital investment on energy conservation equipment's.
B. Technology absorption-
(i) the efforts made towards technology absorption; N.A.
(ii) the benefits derived like product improvement, cost reduction, product development or import
substitution; N.A.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of
the financial year)- N.A.
(a) the details of technology imported; N.A.
(b) the year of import; N.A.
(c) whether the technology been fully absorbed; N.A.
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development. N.A.
C. FOREIGN EXCHANGE EARNINGS & OUTGO
Foreign Exchange Earnings & Outgo: Nil
ACKNOWLEDGEMENT
Directors wish to place on record their deep thanks and gratitude to;
a) The Government as well as their respective Departments connected with the business of the
Company, Bankers of the Company for their co-operation and continued support.
b) The Shareholders, Suppliers and Contractors for the trust and confidence reposed and to the
Customers for their valued patronage.
c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the
officers and employees at all levels in achieving the results and hopes that they would continue their
sincere and dedicated endeavor towards attainment of better working results during the current
year.
By Order of the Board of Director
NMS GLOBAL LIMITED (FORMERLY NMS RESOURCES GLOBAL
LIMITED)
Sd/-
Sugan Chaudhary
Date : 29.08.2024 Managing Director
Place : Delhi DIN: 07239488
|