The Directors are pleased to present the 62nd Annual Report of the Company along with the Audited financial statements for the financial year ended March 31,2025.
FINANCIAL HIGHLIGHTS
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Particulars
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2024-25
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2023-24
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Revenue from operations
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2,232.97
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2,137.32
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Other Income
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1813.40
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1,651.94
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Total Income
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4,046.37
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3 ,789.26
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Total expenditure
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2,219.34
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1 ,794.53
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Profit before tax
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1,827.03
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1 ,994.73
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Tax Expenses
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507.11
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520.87
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Profit for the year
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1,319.92
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1 ,473.86
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REVIEW OF PERFORMANCE AND FUTURE OUTLOOK
Revenue from operations during the financial year 2024-25 was ' 2,232.97 lakhs as against ' 2,137.32 lakhs during the previous financial year. Total income increased to ' 4,046.37 lakhs for the year ended March 31,2025 as compared to ' 3,789.26 lakhs during the year ended March 31,2024. The net profit after tax for the financial year 2024-25 was ' 1,319.92 lakhs as compared to the ' 1,473.86 lakhs during the financial year 2023-24.
The Company does not have any ongoing project nor is any new project envisaged in the near future.
DIVIDEND AND RESERVES
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.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘Listing Regulations') the Board of Directors of the Company (the ‘Board') has 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 Company's website at www.nsil.net.in.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for FY25, in Form MGT-7 is available on the Company's website at www.nsil.net.in
VOLUNTARY DELISTING FROM CALCUTTA STOCK EXCHANGE
The equity shares of the Company were voluntarily delisted from the Calcutta Stock Exchange with effect from February 1, 2025 vide their approval letter no. CSE/LD/DLL/1014/2025 dated January 31,2025.
CHANGES IN SHARE CAPITAL
There was no change in the authorized and paid-up share capital of the Company during financial year 2024-25.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors:
Retirement by rotation:
Mr. Ravi Dodhia, Non-Executive Non-Independent Director retires by rotation and being eligible offers himself for re-appointment. Necessary resolution for his re-appointment forms part of the accompanying AGM notice. A brief resume, nature of expertise, details of directorships held in other companies along with his shareholding in the Company, as stipulated under the Secretarial Standards and Listing Regulations is appended as an Annexure to the Notice of the ensuing AGM.
Key Managerial Personnel:
Mr. Hitesh Marthak was appointed as Company Secretary and Compliance Officer of the Company w.e.f. January 16, 2025 in place of Ms. Sheetal Hambarde who resigned w.e.f. November 19, 2024.
Key Managerial Personnel of the Company as per Section 203 of the Act, as on March 31, 2025 are as follows:
• Mr. Darshan Multani, Chief Executive Officer
• Mr. Rameshchandra Chechani, Chief Financial Officer
• Mr. Hitesh Marthak, Company Secretary and Compliance Officer
Declarations by Independent Directors
The Company has received declarations from all Independent Directors, confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16 of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management.
The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct and that they have registered their names in the Independent Directors Databank.
FAMILIARIZATION PROGRAMMES
The Familiarization program aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction / appointment, the Independent Directors are familiarized with their roles, responsibilities and duties. Details of the familiarization programmes imparted to independent directors can be accessed at www.nsil.net.in/ investor-relation/ policies.
BOARD AND BOARD MEETINGS
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 31,2025, 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 31,2025 was as under: -
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Sr.
No.
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Name of the Director(s)
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Category of Directorship
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1.
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Ms. Smita Ghag
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Chairperson - Non-Executive - Non-Independent Director
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2.
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Mr. Ravi Dodhia
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Non-Executive - Non-Independent Director
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3.
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Mr. Prakash Vaghela
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Non-Executive - Independent Director
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4.
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Mr. Bhushan Shah
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Non-Executive - Independent Director
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5.
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Mr. Vinod Shah
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Non-Executive - Independent Director
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6.
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Ms. Ritika Bhalla
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Non-Executive - Independent Director
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7.
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Mr. Kurian Arimpur
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Non-Executive - Non-Independent Director
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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.
Independent Directors’ Meeting
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 Tuesday, March 25, 2025.
BOARD EVALUATION
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
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's report. The Board has adopted a CSR Policy which is available on the Company's website at https://www.nsil.net.in/investor-relation/policies. Salient features of the Policy are set out in Annexure II to the Board's Report.
POLICY ON NOMINATION & REMUNERATION OF DIRECTORS, KMPS & OTHER EMPLOYEES
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 Company's website at www.nsil.net.in. Salient features of the Policy are reproduced in Annexure III to the Board's Report.
AUDITORS & AUDIT REPORT Statutory Auditors & Auditor’s 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 to be held in the FY 2026.
The statutory auditor's report for financial year 2024-25 does not contain any qualifications, reservations or adverse remarks. The Auditor's report is enclosed with the financial statements with this Annual Report. No frauds have been reported by the Auditor during financial year 2024-25.
Secretarial Auditor & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shravan A. Gupta & Associates, Practicing Company Secretaries (PCS no. 9990) was appointed as Secretarial Auditor to conduct a secretarial audit of records and documents of the Company for financial year 2024- 25.The Secretarial Audit Report for financial year 2024-25 does not contain any qualifications, reservations or adverse remarks, which is annexed as Annexure IV the Board's Report.
Further, in terms of the regulatory requirements, Shravan A. Gupta & Associates, Practicing Company Secretaries (PCS no. 9990) has issued the Annual Secretarial Compliance Report for financial year 2024-25, confirming compliance by the Company of the applicable SEBI regulations and circulars/guidelines issued thereunder.
In terms of the Listing Regulations, with effect from April 1,2025, a listed entity is required to seek shareholders' approval for appointment of Secretarial Auditor. Accordingly, the Board has approved and recommended the appointment of Shravan A. Gupta & Associates, Practicing Company Secretary (ICSI Unique Number: S2013MH230000/Peer Review No. 2140/2022), as Secretarial Auditor of the Company for a first term of 5 (five) years beginning from financial year 2025-26. Necessary resolution for this appointment forms part of the accompanying Notice of the AGM.
Cost Auditor & Cost Audit Report
The provisions of Cost audit as prescribed under Section 148 of the Act are not applicable to the Company for the financial year 2024-25.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS
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.
RELATED PARTY TRANSACTIONS
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 2024-25.
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 2024-25 which are required to be reported in Form AOC-2.
HOLDING COMPANY, SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES
The Company is a subsidiary of Lodha Developers Limited (Formerly known as Macrotech Developers Limited). During the year, under review, the Company did not have any subsidiary, joint ventures or associate companies. The ultimate holding company is Sambhavnath Infrabuild and Farms Private Limited.
RISK MANAGEMENT AND INTERNAL CONTROLS
Risk Management
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.
Adequacy of Internal Financial Controls
The Company's 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 Company's 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.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company's Whistle Blower Policy is in line with the provisions of Section 177 of the Act 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 Company's 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 Company's website at http://www.nsil.net.in/investor-relation/policies. During the year, the Company did not receive any complaint/ concern under Vigil Mechanism.
DISCLOSURE UNDER SECTION 197(12) OF THE ACT AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014
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 also do not apply as there are no employees.
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company currently has no ongoing project and therefore disclosures pertaining to conservation of energy and technology absorption are not applicable to your Company during the year under review. The Company remains committed to optimization of energy usage. During the financial year 2024-25, the Company neither earned any foreign exchange in terms of actual inflows nor is there any foreign exchange outgo in terms of actual outflows.
CORPORATE GOVERNANCE REPORT
The Corporate Governance Report, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of this Annual Report. A certificate from Shravan A Gupta & Associates, Practicing Company Secretary, Secretarial auditor confirming compliance of conditions of Corporate Governance during financial year 2024-25 as stipulated under the Listing Regulations is included therein this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis for the year under review, is presented in a separate section and forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report pursuant to Regulation 34 of the Listing Regulations, forms part of this 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, Lodha Developers Limited (Formerly known as Macrotech Developers Limited). In view of this, the Company is reporting only on Essential Indicators and Leadership Indicators to the extent applicable for FY25.
GENERAL
Your Directors state that for the financial year ended March 31,2025, 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 Board's 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 and Maternity Benefits Act, 1961 were not applicable to the Company.
4. There are no material changes or commitments affecting the financial position of the Company between March 31, 2025 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 Company's 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.
12. There were no instances of one-time settlement with any bank or financial institution.
DIRECTORS’ RESPONSIBILITY STATEMENT
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 Financial Year ended March 31, 2025, 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, 2025 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.
ACKNOWLEDGEMENTS
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 National Standard (India) Limited
Smita Ghag Ravi Dodhia
Chairperson Director
DIN: 02447362 DIN: 09194577
Date : July 17, 2025
Place : Mumbai
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