| Disclosure in board of directors report explanatory
DIRECTORS’ REPORT
To
The Members
The Directors have pleasure in presenting before you the 16th Annual Report on the operations of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2023.
Financial Summary or Highlights
The financial performance of the Company, for the year ended 31st March, 2023 is summarized below:-
Particulars |
Standalone | |
Consolidated | |
Year ended 31st March, 2023
(Rs.) |
Year ended 31st March, 2022
(Rs.) |
Year ended 31st March, 2023
(Rs.) |
Year ended 31st March, 2022
(Rs.) |
Revenue from Operations
(Net) |
3,05,09,32,865.39 |
2,65,66,02,068.90 |
3,40,65,49,716.00 |
2,94,15,49,716.00 |
Other Income |
58,32,642.00 |
47,02,097.87 |
1,29,16,299.00 |
1,10,80,018.00 |
Total Income |
3,05,67,65,507.39 |
2,66,13,04,166.77 |
3,41,94,66,015.00 |
2,95,26,29,735.00 |
Less: Total Expenses |
2,81,95,43,473.94 |
2,44,46,15,367.15 |
3,11,89,86,016.00 |
2,67,64,99,655.00 |
Profit / (Loss) before
Finance Cost, Depreciation and Tax |
23,72,22,033.45 |
21,66,88,799.62 |
30,04,79,999.00 |
27,61,30,080.00 |
Less: Finance Cost |
6,41,25,677.31 |
5,13,35,917.09 |
8,39,90,858.00 |
7,07,45,785.00 |
Depreciation |
91,06,862.41 |
9,417,283.41 |
1,84,19,131.00 |
2,09,36,573.00 |
Profit / (Loss) before tax |
16,39,89,493.73 |
15,59,35,599.12 |
19,80,70,010.00 |
18,44,47,722.00 |
Less: Tax Expenses |
4,11,98,116.62 |
3,98,34,448.57 |
4,84,47,367.00 |
4,64,44,439.00 |
Profit after tax |
12,27,91,377.11 |
11,61,01,150.55 |
14,96,22,644.00 |
13,80,03,282.00 |
State of the Company’s Affairs
During the financial year ended 31st March, 2023, the Company recorded a total income of Rs. 266 Crores as compared to Rs. 242 Crores in the previous financial year. During the financial year 2021-22, the company earned a profit of Rs. 21.66 lacs before interest and tax as against Rs. 20.67 lacs in the previous financial year. After providing for interest and tax expenses, the net profit of the Company stood at Rs. 11.61 lacs as against a profit of Rs. 10.69 lacs in the previous financial year.
Change in the nature of business
There has been no change in the nature of business of the Company during the financial year 2022-23.
Outlook, Opportunities, Threats and Concerns
The Facility management industry, including security services, has been experiencing steady growth in India due to increasing demand for professional facility management services across various sectors. The need for security services has grown with the rising concerns about safety and security.
The security services segment has witnessed significant technological advancements. Integration of technologies such as artificial intelligence (AI), video analytics, biometrics and access control systems has become more common. These technologies enhance the effectiveness of security services.
Compliance with government regulations related to security and safety has become a top priority. Facility management companies need to stay up-to-date with evolving regulations and ensure that their security services align with legal requirements.
The demand for security services is expected to continue growing across various sectors, including commercial, residential, healthcare, and hospitality.
Facility management companies can capitalize on the adoption of advanced security technologies to offer more efficient and cost-effective solutions.
Providing tailored security solutions for different industries and clients can create opportunities for business expansion.
Security and facility management services being widely considered to be ‘designated services’ the Company was able to continue to provide all its’ services with very little compromise or scale-back. Therefore, compared to several industries, the Security and facility management industry was able to add to its revenue.
The main threat and concern continue to be the lack of availability of trained and motivated manpower. Company and its subsidiaries focus on skill development as per Central and State Government guidelines. The Company has increased its focus on on-site training and upskilling of security personnel. On-site training, therefore, continues to be an expense not only for the Company but for the industry as a whole.
However, the facility management industry is highly competitive. The Company needs to differentiate itself by offering innovative and high-quality security services.
The Company remains optimistic about the performance of the industry in the future, despite various challenges. The Company is witnessing a gradual tilt towards outsourcing of various service verticals for management of client facilities. This is a welcome sign that greater importance is being placed on the accumulated knowledge and experience of the companies such as NIS Management Limited which will allow the Company to charge a premium in the future.
Transfer to Reserves
An amount of Rs. 12,30,67,532.68/- (Rupees Twelve Crores Thirty Lakhs Sixty Seven Thousand Five Hundred Thirty Two and Sixty Eight Paisa) is proposed to be transferred to General Reserve for the financial year ended 31st March, 2023.
Dividend
In order to conserve resources for further expansion and working capital requirements, your Directors have decided not to recommend any dividend for the financial year ended 31st March, 2023.
Capital Structure
During the year under review:
• There has been no change in the authorised, issued, subscribed and paid up capital of the Company;
• There has been no reclassification or sub-division of the authorised share capital;
• There has been no reduction of share capital or buy back of shares;
• There has been no change in the capital structure of the Company resulting from any restructuring;
• There has been no change in the voting rights.
Board of Directors
In accordance with the Articles of Association of the Company and the provisions of Section 152(6) of the Companies Act, 2013, Mr. Debajit Choudhury (DIN: 00932489) will retire by rotation at the ensuing Annual general Meeting and being eligible, offers himself for re-appointment.
In terms of Section 164 of the Companies Act, 2013, none of the Directors of the Company are disqualified for appointment or for continuation as Director of the Company.
There were no other changes among the Board of Directors of the Company during the year under review.
Key Managerial Personnel
During the year, there was no change among the Key Managerial Personnel of the Company.
Retirement By Rotation
Pursuant to Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Debajit Choudhury (DIN: 00932489), Director of the Company will retire by rotation at the 17th Annual General Meeting. Mr. Debajit Choudhury being eligible, offer himself for re-appointment as the Director of the Company. The Board of Directors has recommended the re-appointment of Mr. Debajit Choudhury. A resolution seeking shareholders’ approval for the re-appointment forms part of the Notice.
Meetings Of The Board Of Directors
The Board of Directors of the Company met four (4) times during the financial year 2022-23 on 28.06.2022, 09.09.2022, 06.12.2022 and 07.03.2023.
Auditors
The Members of the Company at the 13th Annual General Meeting (‘AGM’) held on 12th August, 2019 approved the appointment of M/s. Datta Roy & Associates, Chartered Accountants, as the Statutory Auditor of the Company for a period of five years from the conclusion of the said AGM till the conclusion of the 18th AGM.
Auditors’ Report
The Auditors’ Report read together with the Notes on Accounts are self-explanatory and therefore do not call for any further explanation and comments.
Qualification, Reservation Or Adverse Remark In The Auditor’s Reports
There were no qualifications, reservations or adverse remarks made by the Auditors in their Report to the Financial Statements of your Company for the financial year ended March 31, 2023.
Fraud Reporting
During the year under review, no fraud has been reported by auditors under sub- section (12) of section 143 of the Companies Act, 2013.
Directors’ Responsibility Statement
In terms of section 134(3) (c) of the Companies Act, 2013, your Directors state that:
• in the preparation of the annual accounts for the year ended 31st March, 2023 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
• the accounting policies adopted in the preparation of annual accounts have been applied 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 2022-23 and of the profit of the Company for the year ended 31st March, 2023;
• proper and sufficient care has been taken 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;
• the annual accounts for the year ended 31st March, 2023 have been prepared on a going concern basis; and
• systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. Secretarial Standards The Company has in place proper systems to ensure compliance with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI) and each system are adequate & operate effectively.
Particulars of Loans, Guarantees or Investments under section 186
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.
Particulars of Contracts or Arrangements with Related Parties
All transactions entered with Related Parties during the financial year were on an arm’s length basis and were in ordinary course of business and the provision of section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant related party transactions during the year under review made by the company with Promoters, Directors or other designated person which may have a potential conflict with the interest of the Company at large.
Subsidiaries, Associates and Joint Venture Companies
The company has the following subsidiary companies namely:
• NIS Facility Management Services Private Limited,
• NIS Ace Management Private Limited and
• Keertika Academy Pvt. Ltd.
• Achilles Resolute Private Limited
In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company has been prepared. Further, the report on the performance and financial position of the subsidiary in the prescribed form AOC-1 is annexed as “Annexure- A” to this report.
Corporate Social Responsibility
In terms of Section 135 (1) of the Companies Act, 2013 every Company having Net worth of Rs. 500 Crore or more, or Turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year has to spend atleast 2% of their average net profits made during the three previous financial years towards the Corporate Social Responsibility in the current financial year and shall constitute a Corporate Social Responsibility (CSR) Committee of the Board consisting of three or more Directors.
However as per General Circular No. 14/2021 where the amount required to be spent by a company on CSR does not exceed fifty lakh rupees, the requirement for constitution of the CSR Committee is not mandatory and the functions of the CSR Committee, in such cases, shall be discharged by the Board of Directors of the company.
The Company has formulated and recommended to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company.
The details of the CSR expenditure is enclosed herewith in Annexure- B.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo
The provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to particulars of conservation of energy, technology absorption, etc. are not applicable to the Company.
During the period under review there was no foreign exchange earnings or out flow.
Deposits
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
Significant and material orders passed by the Regulators, Courts and Tribunals
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and company’s future operations.
Other Disclosure Requirements
• The disclosures and reporting with respect to issue of equity shares with differential rights as to dividend, voting or otherwise is not applicable as the Company has not issued any such shares during the reporting period.
• The disclosures and reporting on issue of shares (including sweat equity shares and Issue of Shares under Employees Stock Option Scheme) to employees of the Company under any scheme are not applicable as the Company has not issued any such shares during the reporting period.
• The disclosure of employees remuneration as specified under section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable to the Company.
• There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
• There is no change in the nature of the business of the Company.
Internal Control
The Company has an adequate and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of operations. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations safeguarding of assets and economical and efficient use of resources.
The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Company’s Internal Financial Control system. The Statutory Auditors of the Company have also reviewed Internal Financial Control System implemented by the Company.
Risk Management
Risks are events, situations or circumstances which may lead to negative consequences of the Company’s businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines and make use of these in their decision making. Key business risks and their mitigation are considered in the annual / strategic business plans and in periodic management reviews. The risk management process in our business over the period of time will become embedded into the Company’s business systems and processes, such that our responses to risks remain current and dynamic.
The Company is not subject to any specific risk except risks associated with the general business of the Company as applicable to the whole industry.
The Board of Directors is aware of their responsibility in this direction. At present the Company has not identified any element of risk which may threaten the existence of the Company.
Prevention of Sexual Harassment
In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has constituted a Prevention of Sexual Harassment Committee. All employees of the company were made aware of the Policy and the manner in which complaints could be lodged. During the year, the committee organized few awareness programmes for the benefit of the employees of the Company. There were 2(two) complaints received during the year.
The Annual Report of the Internal Complaints Committee is enclosed as herewith as Annexure- C
Website of the Company
The Company maintains a website www.nis.co.in wherein detailed information of the Company and its services are provided.
Acknowledgement
Your Company and its Directors wish to extend their sincere thanks and place on record their deep appreciation of the valuable support, the Company has received from Shareholders, Bankers, Government Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.
For and on behalf of the Board of Directors of
NIS Management Limited
Sd/- Sd/-
Debajit Choudhury Rina Choudhury
Managing Director Joint Managing Director
DIN: 00932489 DIN: 00881320
Registered Office:
1st Floor, Fl-1A(W)
489 Madurdaha, Kalikapur
Kolkata- 700 107
Dated: 08.09.2023
FORM AOC-1 Annexure-A
Statement containing salient features of the financial statement of Subsidiaries / associate companies / joint ventures
(Pursuant to first proviso to sub-section(3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Part”A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
Sl.
No. |
Particulars |
Subsidiaries | | | |
NIS Facility Management Services Pvt. Ltd. |
NIS Ace Management Pvt. Ltd. |
Keertika Academy Pvt. Ltd. |
Achilles Resolute Private Limited |
1 |
The date since when subsidiary was acquired |
30.06.2018 |
30.06.2018 |
30.06.2018 |
14.07.2020 |
2 |
Reporting period for the subsidiary concerned, if different from the holding company's reporting period |
N.A. |
N.A. |
N.A. |
N.A. |
3 |
Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries |
INR |
INR |
INR |
INR |
4 |
Share capital |
34,08,660 |
100,000 |
4,16,00,000 |
204,080 |
5 |
Reserves & surplus |
12,07,34,200.28 |
50,837.27 |
(1,12,47,609) |
(35,86,326) |
6 |
Total assets |
25,76,31,620.86 |
11,36,301 |
17,88,17,699 |
305,724 |
7 |
Total Liabilities |
25,76,31,620.86 |
11,36,301 |
17,88,17,699 |
305,724 |
8 |
Investments |
- |
- |
1,76,25,844 |
- |
9 |
Turnover |
25,40,15,883.15 |
560,415 |
7,04,38,350 |
494,771 |
10 |
Profit before taxation |
2,73,36,195.67 |
51,104.94 |
44,71,411 |
(95,528) |
11 |
Provision for taxation |
68,05,598.38 |
12,144.60 |
430,366 |
- |
12 |
Profit after taxation |
20530597.29 |
37,818.94 |
40,41,045 |
(95,528) |
13 |
Proposed Dividend |
- |
- |
- |
- |
14 |
% of shareholding |
100% |
100% |
100% |
51% |
Notes:
• There are no subsidiaries which are yet to commence operations.
• There are no subsidiaries which have been liquidated or sold during the year.
Part “B”: Associates and Joint Ventures
Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
Since there are no associates and joint ventures as at 31st March, 2023, the information required in Part- B has not been furnished.
For and on behalf of the Board of Directors
NIS Management Limited
Sd/- Sd/-
Debajit Choudhury Rina Choudhury
Managing Director Joint Managing Director
DIN: 00932489 DIN: 00881320
Registered Office:
1st Floor, Fl-1A(W)
489 Madurdaha, Kalikapur
Kolkata- 700 107
Dated: 08.09.2023
Annexure-B
REPORT ON CSR ACTIVITIES/ INITIATIVES
[Pursuant to Section 135 of the Companies Act, 2013 & Rules made thereunder]
• A brief outline of the company’s CSR policy, including overview of the projects or programmes proposed to be undertaken and reference to the web-link to the CSR Policy and projects or programmes:
To ensure that the Company is committed to operate its business in such a way that will lead to overall development of all stakeholders and society economically, socially and environmentally. The CSR initiatives are steered by the guiding principle of sensitivity to the needs and enhancing the quality of their lives of the people’s. While planning the CSR activities the needs of the people are taken into account and people living around the places where our manufacturing operations are carried out, are consulted. Your company have undertaken the CSR activities as approved by the Board which is particularly engaged in following areas/sectors as mentioned in the Schedule VII of the provisions of Companies Act, 2013.
• Rural Infrastructure & Education
As per Section 135 of the Companies Act 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net Profit for the immediately preceding three financial years on Corporate social Responsibility(CSR) activities.
• The composition of the CSR Committee is as under: –
The Ministry of Corporate Affairs (MCA) notified the Companies (CSR Policy) Amendment Rules, 2021 (‘Rules’) through a notification dated 22 January 2021, wherein the amount to be spent by the company towards CSR does not exceeds INR 50 Lacs, the function of CSR committee, in such cases shall be discharged by the Board of Directors.
• Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report). Not Applicable
• Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Not Applicable
• Average Net Profit of the Company for last 3 financial years – Rs. 15,73,46,491.90
• a) 2% of average net profit of the company as per Section 135(5): 31,46,929.84
• Surplus arising out of the CSR projects or programmes or activities of the previous financial year : Nil
• Amount required to be set off for the financial year, if any : Rs. 2306.60/-
• Total CSR obligation for the financial year (a+b-c): Rs. 31,44,623.24/-
• a) CSR amount spent or unspent for the financial year:
|
Amount Unspent (in Rs) | | | | |
Total Amount Spent for the Financial
Year (Rs) |
Total Amount transferred to Unspent CSR
Account as per section 135(6) | |
Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5) | | |
|
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
31,44,623.24 |
NIL | | | | |
b) Details of CSR amount spent against ongoing projects for the financial year : N.A.
c) Details of CSR amount spent against other than ongoing projects for the financial year:
SL. No. |
Name of the Project |
Item from the list
of activities in
Schedule VII to
the Act |
Local area
(Yes/No) |
Location of the project. | |
Amount spent
for the project
(in Rs.). |
Mode of
Implementation -
Direct (Yes/No) |
Mode of Implementation -
Through Implementing Agency | |
|
State |
District |
Name |
CSR Reg’n No. |
1. |
Rural Development Projects |
Construction of Roads |
No |
Midnapore West Bengal | |
31,44,623.24 |
Yes |
- |
- |
d) Amount spent in Administrative Overheads: Nil
e) Amount spent on Impact Assessment, if applicable: Not Applicable
f) Total amount spent for the Financial Year (7b+7c+7d+7e): 31,46,929.84
g) Excess amount for set off, if any:
Sl No |
Particulars |
Amount
(Rs) |
i. |
2% of average net profit of the company as per section 135(5) |
31,46,929.84 |
ii |
Total amount spent for the Financial Year |
31,46,929.84 |
iii |
Excess amount spent for the financial year [(ii)-(i)] |
0 |
iv |
Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any |
0 |
v |
Amount available for set off Amount available for set off in succeeding financial years [(iii)-(iv)]
(iv)] |
0 |
• Details of Unspent CSR amount for the preceding three financial years: Not Applicable
• Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): NIL
In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details) – Not Applicable
(a) Date of creation or acquisition of the capital asset(s) : Not Applicable
(b) Amount of CSR spent for creation or acquisition of capital asset : NIL
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. : Not Applicable
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset) : Not Applicable
10. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5) – Not Applicable
For and on behalf of the Board of Directors
NIS Management Limited
Sd/- Sd/-
Debajit Choudhury Rina Choudhury
Managing Director Joint Managing Director
DIN: 00932489 DIN: 00881320
Registered Office:
1st Floor, Fl-1A(W)
489 Madurdaha, Kalikapur
Kolkata- 700 107
Dated: 08.09.2023
Annexure-C
To
The Board of Directors
NIS Management Limited
489 Madurdaha
Kalikapur
Kolkata- 700107
ANNUAL REPORT FOR THE YEAR ENDED 31ST MARCH, 2023
UNDER SECTION 21 OF THE PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE ACT OF 2013
Report of the Internal Complaint Committee of NIS Management Limited and its group companies in respect of Complaints received during the financial year ended
31st March, 2022
Sl. No. |
PARTICULARS |
REMARKS |
1. |
No. of complaints received during the year |
0 |
2. |
No. of complaints disposed off during the year |
0 |
3. |
No. of cases pending for more than 90 days |
0 |
4. |
No. of workshops or Awareness Programmes carried out |
2 |
5. |
Nature of action taken by the employer/DO |
N.A. |
For and on behalf of the Board of Directors
NIS Management Limited
Sd/- Sd/-
Debajit Choudhury Rina Choudhury
Managing Director Joint Managing Director
DIN: 00932489 DIN: 00881320
Registered Office:
1st Floor, Fl-1A(W)
489 Madurdaha, Kalikapur
Kolkata- 700 107
Dated: 08.09.2023
|