25 Apr 2017 | Livemint.com

BSE
NSE
Last Updated:

BSE

  • (%)
  • Vol:
  • BSE Code:
  • PREV. CLOSE
  • OPEN PRICE
  • BID PRICE (QTY.)
    ()
  • OFFER PRICE (QTY.)
    ()

NSE

  • (%)
  • Vol:
  • NSE Code:
  • PREV. CLOSE
  • OPEN PRICE
  • BID PRICE (QTY.)
    ()
  • OFFER PRICE (QTY.)
    ()

National Standard (India) Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1. Company's philosophy on Code of Governance

The Company's philosophy on Corporate Governance envisages transparency, accountability and equity for its operations, and for interactions with its stakeholders.

2. Board of Directors - Composition and Particulars of Directors Composition of the Board

As on 31st March, 2015, the Board of Directors of the Company ("the Board") comprised of 6 (six) Non- Executive Directors, out of which 2 (two) were Independent directors and 4 (four) Non-Executive Director including 1 (one) women Director.

Board Meeting and Annual General Meeting

During the financial year ended 31st March, 2015, 11 (Eleven) Board Meetings were held on 24th April, 2014, 18th July, 2014 11th August, 2014, 24th September, 2014, 30th September, 2014, 20th October, 2014, 7th November, 2014, 8th January, 2015, 28th January, 2015, 23rd February, 2015 and 18th March, 2015. The previous Annual General Meeting of the Company was held on 17th September, 2014.

1 Mr. Sagar Gawde resigned from the Board w.e.f 30th July 2015 as the Chairman and Independent Director. In view of his resignation, Mr. Deepak Chitnis was appointed as the Chairman of the Company. Further, in absence of Mr. Sagar Gawde, an Independent Director, the Company is in process of strengthening its Board as per the provisions of Clause 49 of the Listing Agreement and the Companies Act, 2013.

2 Excludes directorship in NSIL. None of the Directors hold directorship in more than 20 companies including 10 public companies and private companies that are either holding or subsidiary company of a public company. Also, none of the Independent Director serves as an Independent Director in more than 7 (seven) listed companies.

3 For the purpose of considering the limit of Committee memberships and chairmanships of a Director, Audit Committee and Stakeholders Relationship Committee of public limited companies have been considered

The Directors of the Company are not related to each other. As required under clause 49 VIII (E) (1), particulars of Directors seeking re-appointment has been annexed to the Notice of Annual General Meeting.

3. Code of Conduct

The Company has adopted a Code of Conduct for the Members of the Board and the Senior Management in accordance with the provisions of Clause 49 of the Listing Agreement entered into with the stock exchanges. All the members of the Board and the Senior Management have affirmed compliance with the Code of Conduct as on 31st March, 2015 and a declaration to that effect signed by the Chief Executive Officer of the Company is enclosed and forms a part of this report.

4. Committees of the Board: A. Audit Committee

Terms of reference of Audit Committee are wide enough covering all the matters specified for Audit Committee under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013.

(i) Powers of Audit Committee

The Audit Committee shall have powers, which should include the following:

1) To investigate any activity within its terms of reference.

2) To seek information from any employee.

3) To obtain outside legal or other professional advice.

4) To secure attendance of outsiders with relevant expertise, if it considers necessary.

(ii) Composition, meetings and attendance

6 (Six) Meetings of the Audit Committee were held during the financial year under review i.e. 24th April, 2014, ll5h August, 2014, 24,h September, 2014, 30th September, 2014, 7th November, 2014, and 28th January, 2015 respectively. The composition of the Audit Committee as on date of the report and attendance during financial year 2014-15 is given below:

1 Mr. Sagar Gawde resigned as the Director of the Company w.e.f 30th July 2015 and consequently ceased to be the Member and Chairman of the Committee.

2 Mr. Santosh Kumar Ohja was appointed as the Chairman in place of Mr. Sagar Gawde w.e.f 14th August, 2015.

3 Mr. Mangesh Puranik, member of the Committee, resigned as the Director w.e.f. 24th April, 2014 and consequently ceased to be the member of the committee. In view of his resignation, the Committee was reconstituted by the Board and Ms. Smita Ghag was inducted as the member of the Committee on 24th April, 2014.

4 The Committee was reconstituted by the Board and Mr. Deepak Chitnis was inducted as the member of the Committee on 14lh August, 2015. The Board is in process to fill up the vacancy and reconstitute as per Clause 49 of the Listing Agreement. Til! the time Independent Director is appointed to fill up the casual vacancy caused by the said resignation, quorum will be two Director out of which one shall be an Independent Director.

All the members of Audit Committee are financially literate.

The Company Secretary acts as the secretary to the Committee.

The Manager and the Chief Financial Officer were the permanent invitees to the Audit Committee. The Statutory Auditors, the Internal Auditors and Executives of the Company are also invited to the Audit Committee Meetings, whenever required.

B. Nomination and Remuneration Committee: (i) Composition, meetings and attendance

1 Mr. Sagar Gawde resigned as the Director of the Company w.e.f 30th July, 2015 and consequently ceased to be the member of the committee. In view his resignation, the committee was reconstituted by the Board and Mr. Deepak Chitnis was inducted as the member of the Committee on 14th August, 2015. The Board is in process to fill up the vacancy and reconstitute the Committee to fulfil the criteria of composition of Committee as per Clause 49 of the Listing Agreement. Till the time an Independent Director is appointed to fill up the casual vacancy caused by the said resignation, quorum will be two Director out of which one shall be an Independent Director

(ii) Terms of Reference of the Committee, inter alia, includes the following:

¦ To formulate a criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management and other employees, if required ;

¦ To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in the Nomination and Remuneration Committee Policy and recommend to the Board their appointment and removal of Directors and Senior Management and shall carry out evaluation of every Director's performance;

¦ To devise a policy on Board diversity;

¦ To formulate criteria for evaluation of Independent Director and the Board;

¦ To ensure that remuneration to Director, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goal;

¦ To ensure that the level and composition of remunerations is reasonable and sufficient. To attract, recruit and retain and motivate the Directors of the quality required to run the Company successfully;

¦ To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

¦ To perform such other functions as may be necessary or appropriate for the performance of its duties;

(iii) Nomination and Remuneration Policy

The Company's Nomination and Remuneration policy is driven by success and performance of the individual employee/Executive Directors.

No remuneration/ sitting fees was paid to any director during the financial year ended 31st March, 2015.

Further, there are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company. The Company has not granted any of ESOPs to its Non-Executive Directors.

As on 31st March, 2015, Mr. Narinder Pal Singh and Mr. Anantnarayanan Lakshminarayanan holds 22,50,180 and 8,87,896 equity shares respectively. Apart from them, none of the Directors have any shareholding in the Company.

Nomination and Remuneration Committee of the Board had prepared and sent, through its Chairman, feedback forms for evaluation of the Board, Independent Directors and 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 of the Board and Independent Directors; without participation of the concerned Director.

C. Stakeholders Relationship Committee

Pursuant to provisions of Section 178 of the Companies Act, 2013 the nomenclature of Shareholders' / Investors' Grievance Committee was changed to Stakeholders Relationship Committee by Board of Directors of the Company at its Meeting held on 24th April, 2014.

(i) Scope of the Stakeholders Relationship Committee:

The Stakeholders Relationship Committee inter-alia deals with various matters relating to redressal of shareholders and investors complaints like delay in transfer/ transmission of shares, non-receipt of balance sheet, non-receipt of dividends etc. and also recommends measures to improve the performance of investor services.

(ii) Composition, meetings and attendance:

The Stakeholders Relationship Committee consists of following two Independent Directors as on 31st March, 2015 and an attendance of the members during the financial year 2014-15 is noted as under:

The Stakeholders Relationship Committee members met 4 (four) times during the financial year i.e. on 24th April, 2014, lllh August, 2014, 7th November, 2014 and 28lh January, 2015 to review and redress the investor complaints.

D. Corporate Social Responsibility Committee:

(i) The Corporate Social Responsibility Committee (CSR) was formed by the Board of Directors of the Company on 24th April, 2014 with the following composition:

5. Meeting of Independent Directors:

As required under Section 149 of the Companies Act, 2013 read with Schedule IV to the Act and Clause 49 II (B)(6) of the Listing Agreement entered into with the stock exchanges, the Meeting of Independent Directors of the Company was held on 18th March, 2015 inter-alia to review the performance of non-independent Directors and Board as a whole, the Chairperson of the Company and to assess the quality, quantity and flow of information between the Management and the Board.

6. Familiarisation programme

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>

8. Disclosures

(i) Related Party Transactions

During the financial year 2014-15, apart from the transactions reported in Notes to accounts, there were no related party transactions with the Promoters, Directors, Management, Subsidiaries and other Related Parties. None of the contracts/transactions with Related Parties had a potential conflict with the interest of the Company at large. The interest of Director, if any, in the transactions are disclosed at Board Meetings and the interested Director does not participate in the discussion or vote on such transactions. Details of transactions with related parties are placed before the Audit Committee on a quarterly basis. All transactions entered into between the Company and Related Parties were in ordinary course of business and at arm's length.

(ii) Compliances by the Company

The Company has complied with the requirements of the stock exchanges, SEBI or any other statutory authority on any matter related to capital markets during the last three financial years and no penalties, strictures have been imposed against it by such authorities during such period.

(iii) Transparency and Ethics Policy (TEP) - Whistle Blower Policy and access of personnel to the Audit Committee

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 to ensure 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 at <http://www.nsil.net.in/annualreport.html>

(iv) Compliance with the Mandatory requirements and Implementation of the Non-mandatory requirements

The Company has complied with the mandatory requirements of the Corporate Governance Clause of Listing Agreement. As a part of the non-mandatory requirements, the Company has appointed Mr. Deepak Chitnis, Non-executive director as the Chairman and Mr. Mahesh Thakur, Chief executive officer (CEO) of the Company. Apart from this, the Company has not adopted any non-mandatory requirement of Corporate Governance during the financial year 2014-15.

(v) Web-site

The Company's Web-site <http://www.nsil.net> contains a special dedicated section 'Investor Relations' where the information pertaining to the financial results, shareholding pattern, press release, Corporate Governance, Annual Reports, listing information, etc. is available and can be downloaded.

(vi) Risk management

The Company has laid down procedures for risk assessment and its minimization. These are reviewed by the Board to ensure that the Management manages the risk through a properly defined framework.

(vii) CEO/CFO Certification

A Certificate signed by Mr. Mahesh Thakur (Chief Executive Officer) and Mr. Ramesh Chechani (Chief Financial Officer) was placed before the Board of Directors at its meeting held on 14th August, 2015 in compliance with Clause 49 (IX) of the Listing Agreement.

(viii)Compliance Certificate

Certificate conforming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of Annual Report.

(ix) Policy to prevent sexual harassment at the work place:

The Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation or intimidation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behaviour is prohibited both by Law and by the Company. During the year under review, there was no complaint of any sexual harassment at work place.

9. Means of Communication:

1) The quarterly and annua! financial results of the Company were published in Financial Express {all editions) and Duranto Barta (Kolkata) newspapers in compliance with the provisions of Clause 41 of the Listing Agreement. However, with effect from 1st July, 2015. the quarterly and annual results are published in Financial Express (all editions) and in Apala Mahanagar (Mumbai edition) pursuant to change in situation of the Registered Office of the Company from the state of West Bengal, Kolkata to the State of Maharashtra, Mumbai. As the results of the Company are published in the newspapers, half-yearly reports are not sent to each shareholder.

2) The financial results, official news releases are displayed on the Company's website <http://www.nsil.net> in addition to the same being disseminated by the BSE Limited (BSE) on www.bseindia.com and Calcutta Stock Exchange Limited (CSE) on www.cse-india.com as the copies of the financial results and official press releases are sent to the stock exchanges from time to time.

3) The Management Discussion and Analysis Report forms part of this Annual Report. 10.

General Shareholder Information

Company Registration Details

The Company is registered in the State of Maharashtra, India. The Corporate Identification Number (CIN) allotted to the Company by Ministry of Corporate Affairs (MCA) is L27109MH1962PLC265959.

52nd Annual General Meeting

Date: 30,h September, 2015

Time: 2.00 P.M.

Venue: Lodha Supremus, Ground Floor, Dr. E. Moses Road, Worli Naka, Mumbai- 400 018

Financial Calendar : 1st April, 2014 to 31st March, 2015

Book closure period : 25th September, 2015 to 30thSeptember, 2015 (both days inclusive)

Financial reporting for the quarter/year

(Tentive and subject to change)

30th June,2015 By 14th August, 2015

30th September, 2015 By 14lh November, 2015

31st December, 2015 By 14th February, 2016

31st March, 2016 By 30th May, 2016

Dividend payment date No dividend on equity is recommended by the Board.

E - mail address for shareholders lnvestors.nsil@lodhagroup.com

Listing on stock exchange

BSE Limited (BSE)

Calcutta Stock Exchange Limited (CSE)

The Company has paid annua! listing fees for the financial year 2015-16 to both the stock exchanges.

Stock Code:

BSE: 504882 CSE: 24063

Trading

The Company is suspended from trading on BSE limited and CSE Limited.

The Company is in the process of completing all pending Corporate Actions with BSE Limited, in order to revoke the suspension of shares of the Company. Also, as a prerequisite, the Company has obtained ISIN (Permanent ISIN: INE166R01015) from Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for all shares listed on BSE Limited i.e. 2,00,00,000 Equity Shares for providing dematerialisation facility to the Shareholders of the Company.

However, pursuant to SEBI Circular No. ClR/MRD/DP/21/2012 dated 2nd August, 2012, temporary ISIN (ISIN: IN8166R01014) has been created for NSDL for crediting shares for which final listing/trading permission from BSE Limited is awaited. Further, the members are informed that Registrar and Transfer Agent (RTA), CB Management Service (P) Limited will confirm the dematerialisation requests in the temporary ISIN and upon receipt of the final listing/trading permission from BSE Limited and upon revocation of suspension, the shares credited in the temporary ISIN will be debited and accordingly the same would get credited in the pre-existing ISIN i.e. permanent ISIN.

Market price data and performance in comparison to broad based indices such as BSE Sensex

As the trading in shares of the Company is suspended since 3rd February, 2003, current market price data cannot be ascertained and hence the same is not disclosed.

Outstanding GDRs/ADRs/ Warrants/Convertible Instruments : Not Applicable

Subsidiary

Since the Company does not have any subsidiary companies, the Company was not required to formulate a policy for determining material subsidiaries, neither disclose the same on the its website

Investors correspondence for change in address, change of Bank or any query on Annual Report

Registrar and Transfer Agent

CB Management Services (P) Limited P-22, Bondel Road Kolkata 700019 Tel: 40116700 / 22806692/94/2486 Email: rta(S)cbmsl.com

Corporate Office

10th Floor, The Company Secretariat Department, Lodha Excelus, Apollo Mills compound, N.M Joshi Marg, Mahalaxmi, Mumbai 400011 Tel:+9122 2302 4517 Fax : +9122 2302 4550 Email: lnvestors.nsil@lodhagroup.com

Registrar and Share Transfer Agent (For both physical and demat -Common Registry) CB Management Services (P) Limited P-22, Bondel Road Kolkata 700019 Tel: 40116700 / 22806692/94/2486 Email: rta@cbmsl.com

Share transfer system

Share transfers, which are received in physical form, are processed and the share certificate are returned within a period of 15 (Fifteen) days, subject to the documents being valid and complete in all respects.

Distribution of shareholding and shareholding pattern Please see Annexure 'A' and Annexure 'B' given hereunder

Dematerialization of shares and liquidity

The International Securities Identification Number (ISIIM) allotted to Company is INE166R01015. The Company has achieved 100% of promoter's and promoter group's shareholding in dematerialized form as mandated by the Securities and Exchange Board of India (SEBi). The Company has connectivity with National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) for demat facility. As on 30th June, 2015, 73.94% of the total equity capital was held in the demat form with CDSL.

Registered Office

412, Floor- 4,17G Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Mumbai-400001 CIN: L27109MH1962PLC265959 Website: www.nsil.net Email: Investors.nsil(S)lodhagroup.com Tel: +9122 23024517 Fax: +9122 23024550