Directors Report to the Members
Your Directors present their Thirty Second Annual Report together with the AuditedFinancial Statement of your Company for the year ended 31st March 2017.
(Rs. in Lakhs)
|Financial Performance: ||2016 -17 ||2015 -16 |
|Total Income ||383.88 ||201.09 |
|Total Expenditure ||311.13 ||173.51 |
|Profit Before Depreciation and Tax ||77.44 ||27.58 |
|Less: Deprecation ||4.69 ||3.65 |
|Net Profit before Tax ||72.75 ||23.93 |
|Less: Current Tax ||12.48 ||2.53 |
|Less: Short Provision for Tax ||0.00 ||0.24 |
|Less: Deferred tax Liability/(Assets) ||4.99 ||(1.99) |
|Net Profit after Tax ||55.28 ||23.15 |
The Board has not recommended any Dividend for the current financial year in order toconserve its resources.
Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve.
Transfer of unclaimed dividend to investor education and protection fund
In terms of provisions of Section 125 of the Companies Act 2013 unclaimed / unpaidDividend relating to the financial year 20082009 has already been transferred by theCompany to the Investor Education and Protection Fund established by the CentralGovernment.
Operations/ State of the Companys Affairs
During the year the Total Income of the Company has been Rs. 383.88 Lacs as compared toprevious year total of Rs. 201.09 Lacs. Our company has made Profit amounting to Rs.55.28Lacs after tax.
Netlink Solutions (India) Limited currently has two divisions Software Division andPrint Media Division. The software division has off late not performing to ourexpectations. However the Print Media Division is doing well for the Company. Weexperienced that the Print Media is gradually edging past electronic media. The Companycut costs and were looking for right opportunity. It is in this context the Companysuccessfully conducted 2ndExhibition and it was a grand success compared to theprevious version i.e. 1st Exhibition and looking to gain from this experienceand feel this division is gaining momentum.
During the year under the review there is no change in the Issued Subscribed ShareCapital of the Company.
Employee Stock Options Scheme
During the year under the review the Company has not issued any Shares pursuant to theEmployee Stock Options Scheme.
Holding Company / Subsidiary Company
The Company does not have any Subsidiary Joint Venture or Associate Company.
Management Discussion and Analysis Report
In accordance with regulation 34 of SEBI (Listing Obligations and DiscloseRequirements) Regulations 2015 the Management Discussion and Analysis Report forms partof this Report as Annexure - I.
As per the Regulation 15(2)(a) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 which are effective December 1 2015 provisions withrespect to Corporate Governance compliance shall not apply to a listed entity with Paid-upCapital upto Rs. 100000000 (Indian Rupees Ten Crore) and Net Worth upto Rs.250000000 (Indian Rupees Twenty Five Crore) as on the last day of previous financialyear.
The Paid-up Share Capital of the Company is Rs. 2.97 Crore only and the Net Worth isRs. 9.79 Crore only and therefore the requirement of compliance with Corporate Governanceis not applicable to the Company.
Corporate Social Responsibility (CSR)
The provisions related to Corporate Social Responsibility are not applicable to thecompany.
Directors and Key Managerial Personnel
There are no changes in the Board of Directors of the Company during the year underreview.
The Board Comprises of Mr. Minesh Modi Whole-time Director and Mrs. Rupa ModiExecutive Director and Chief Financial Officer. Mr. Yogesh Becharbhai Girnara Mr.Rajendra S Lokare and Mr. Premnath T Mishra are the Independent Directors of the Company.
In terms of provisions of Section 152(6) of the Act Mr. Minesh Modi (00378378) beinglongest in the office shall retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment.
Mr. Rahul Santosh Patidar was appointed as Company Secretary and Compliance Officer ofthe Company and designated as Key Managerial Personnel of the Company w.e.f. May 10 2016pursuant to section 203 of the Companies Act 2013 and Regulation 6(1) of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. Mr. Patidar resigned from the post of Company Secretary of the Company w.e.f. July26 2016.
Mr. Ankur Sen was appointed as Company Secretary and Compliance Officer of the Companyand designated as Key Managerial Personnel of the Company w.e.f. January 18 2017pursuantto section 203 of the Companies Act 2013 and Regulation 6(1) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.Mr.Sen resigned from the post of Company Secretary of the Company w.e.f. April 152017.
The term of office of Mr. Minesh Modi as Whole Time Director and Mrs. Rupa Modi asExecutive Director came to an end on July 15 2017 and July 27 2017 respectively. TheBoard at its meeting held on July 15 2017 based on recommendations of the Nomination andRemuneration Committee("NRC") approved the re-appointment of Mr. Modi and Mrs.Modi on such terms and conditions as recommended by the Nomination and RemunerationCommittee subject to the approval of members.
Revision in Remuneration and Commission:
The Board at its meeting held on August 14 2017 upon recommendation of the NRCapproved the following:
1. Remuneration payable to Mr. Minesh Modi shall be Rs. 200000 (Rupees Two Lakhs) permonth;
2. Remuneration payable to Mrs. Rupa Modi shall be Rs. 200000 (Rupees Two Lakhs) permonth;
3. In addition to the salary and perquisites as above the payment of commission to Mr.Minesh Modi and Mrs. Rupa Modi not exceeding 5% of the net profits of the Companyin anyfinancial year to each of the appointee as the NRC shall decide having regard to theperformance of the Company.
Provided that the remuneration payable to the appointee (including the salarycommission perquisites benefits and amenities) does not exceed the limits laid down insection 197 and computed in the manner laid down in section 198 of the Act read withSchedule V of the Companies Act 2013 including any statutory modification(s) orre-enactment(s) thereof.
Pursuant to provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclose Requirements) Regulations 2015 the Board of Directors has carried out an annualperformance evaluation of its own performance the Directors individually includingIndependent Directors. Evaluation was done by Nomination and Remuneration Committee. Astructured questionnaire was prepared after circulating the draft forms covering variousaspects of the evaluation such as adequacy of the size and composition of the Board andCommittee thereof with regard to skill experience independence diversity; attendanceand adequacy of time given by the Directors to discharge their duties; CorporateGovernance practices etc. The Directors expressed their satisfaction with the evaluationprocess.
Separate Meeting of the Independent Directors
In Compliance with the provision of the Companies Act 2013 SEBI (Listing Obligationsand Disclose Requirements) Regulations 2015 the Independent Directors held a Meeting onMarch 31 2017 and they inter alia:
i. Reviewed the performance of non-independent directors and the Board as a whole; ii.Reviewed the performance of the Chairperson of the Company iii. Assessed the qualityquantity and timeliness of flow of information between the Companys Management andthe Board which is necessary for the Board to effectively and reasonably perform theirduties.
The Independent Directors holds a unanimous opinion that the Non-Independent Directorsbring to the Board constructive knowledge in their respective field. The IndependentDirectors expressed their satisfaction with overall functioning and implementations oftheir suggestions.
Familiarisation Programme for Independent Directors
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters alongwithother details as required pursuant to the provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are available on the website of the Company atwww.nsil.co.in.
Policies on Appointment of Directors and Remuneration of Directors Key ManagerialPersonnel and Employees
In accordance with the provisions of section 134(3) (e) of the Companies Act 2013("the Act") read with section 178(2) of the Act and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 your Company hasadopted a Policy on Appointment of Directors and Senior Management and succession planningfor orderly succession to the Board and the Senior Management which inter alia includesthe criteria for determining qualifications positive attributes and independence ofDirectors.
Your Company has also adopted the appointment of Policy of directors and seniormanagement and Policy on Remuneration of Directors Key Managerial Personnel and Employeesof the Company in accordance with the provisions of sub-section (4) of section 178 andthe same are appended as Annexure II-A and Annexure II-B and form part of thisReport.
Declaration of Independent Directors
The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that they meet the criteria of Independent laiddown in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
During the year under review the Board of Directors met 8(Eight) times on May 10 2016May 30 2016 August 6 2016 August 26 2016 November 7 2016January 18 2017 January30 2017 and March 21 2017. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
|Sr. No. ||Name of Directors ||Number of Meetings held ||Number of Meetings attended |
|1 ||Minesh V. Modi ||8 ||8 |
|2 ||Rupa M. Modi ||8 ||8 |
|3 ||Yogesh B. Girnara ||8 ||8 |
|4 ||Rajendra S. Lokare ||8 ||8 |
|5 ||Premnath T. Mishra ||8 ||8 |
Directors Responsibility Statement
The Board of Directors acknowledge the responsibility for ensuring compliances with theprovisions of section 134(3)(c) read with Section 134 (5) of the Companies Act 2013Clause 49 (III)(D)(4)(a) of the Listing Agreement with Stock Exchanges (applicable up toNovember 30 2015) and provisions of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 and based on the information provided by the management your Directorsstate that:
(a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read have been followed and there are no materialdepartures from the same;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2017 and of the profit ofthe Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Internal Financial Controls and their Adequacy
The Company has in place adequate internal financial controls with reference to thefinancial statements. The Audit Committee of the Board periodically reviews the internalcontrol systems with the management Internal Auditors and Statutory Auditors and theadequacy of internal audit function significant internal audit findings and follow-upsthereon.
Composition of Audit Committee
The Audit Committee comprises of Mr. Minesh Modi Mr. Yogesh Girnara and Mr. RajendraLokare. Mr. Yogesh Girnara is the Chairman of the Committee. The role terms of referenceand powers of the Audit Committee are in conformity with the requirements of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The Committee met 5 times during the year under review on May 30 2016August 6 2016November 7 2016 January 30 2017and March 21 2017. The Committee discussed onfinancials audit reports and appointment of auditors. The Board accepted allrecommendations of the Audit Committee made from time to time.
Vigil mechanism / Whistle Blower Mechanism
The Company has established a vigil mechanism by adopting a Whistle Blower Policy forDirectors and employees to report genuine concerns in the prescribed manner. The vigilmechanism is overseen by the Audit
Committee and provides adequate safeguards against victimization of employees andDirectors. Whistle Blower Policy is a mechanism to address any complaint(s) related tofraudulent transactions or reporting intentional non-compliance with the Companyspolicies and procedures and any other questionable accounting/operational processfollowed. It provides a mechanism for employees to approach the Chairman of AuditCommittee or Chairman of the Company or the Corporate Governance Cell. During the year nosuch incidence was reported and no personnel were denied access to the Chairman of theAudit Committee or Chairman of the Company or the Corporate Governance Cell. The WhistleBlower Policy of the Company is available at web linkhttp://nsil.co.in/ policy.php.
The Company has in place the procedure to inform the Board about the risk assessmentand minimization procedures. Your Company has appropriate risk management systems in placefor identification and assessment of risks measures to mitigate them and mechanisms fortheir proper and timely monitoring and reporting. Audit Committee has been assigned thetask of ensuring Risk Management for monitoring and reviewing of the risk assessmentmitigation and risk management plan from time to time. The Board periodically reviewsimplementation and monitoring of the risk management plan for the Company includingidentification therein of elements of risks if any which in the opinion of the Board maythreaten the existence of the Company.
M/s. K U Kothari & Co. Chartered Accountants (ICAI Firm Registration Number105310W) the retiring statutory auditors have completed the maximum tenure as statutoryauditors of the Companies as provided under Companies Act 2013 and relevant rulesthereunder .
The Board of Directors on the recommendations of the Audit Committee has approved andrecommended to the Membersthe appointment of M/s Jhawar Mantri and Associates (ICAI FirmRegistration No.113221W)who has given written consent to act as Statutory Auditors of yourCompany and have also confirmed that the said appointment would be in confirmity with theprovisions of Section 139 and 141 of the Companies Act2013 read with the Companies (Auditand Auditors )Rules2014.
The Board has appointed M/s. M. Batham & Associates Practising Company Secretariesto conduct the Secretarial Audit for the financial year 2016-17. The Secretarial Auditreport for the financial year ended March 31 2017 is annexed herewith and marked as AnnexureIII to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
Particulars of loans guarantees or investments under Section 186 of the Companies Act2013
There was no loan advanced guarantees given or security provided by the Company underSection 186 of the Companies Act 2013 during the year under review. Particulars ofinvestments made are provided in the financial statement (Please refer to Note no. 9 tothe financial statement).
Contracts and Arrangements with Related Parties
All contracts/transactions if any executed by the Company during the financial yearwith related parties were on arms length basis and in ordinary course of business.In the opinion of the Board there were no material contracts entered into by the Companyand therefore the particular required in Form AOC 2 pursuant to Section 188 is not given.
Deposits Loans and Advances
Your Company has not accepted any deposits from the public or its employees during theyear under review.
Explanation or Comments on Qualifications Reservations or adverse remarks ordisclaimers made by the Auditors and the Practicing Company Secretary in their reports
There were no qualifications reservations or adverse remarks made either by theAuditors or by the Practicing Company Secretary in their respective reports.
Particulars of Remuneration of Employees and Other Required Disclosures
There are no employees drawing remuneration in excess of the limits specified in Rule5(2) and Rule 5 (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 further amended by Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016.
The ratio of remuneration of each Director to the median employees remunerationand other details in terms of Section 197 (12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are forming part of this report as Annexure IV.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
Particulars required under Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 regarding conservation of energytechnology absorption is annexed herewith and forms part of this report as Annexure V.
Research and Development
The company has not undertaken any Research and Development activity in any specificarea during the year under review and hence no cost has been incurred towards same.
Extract of Annual Return
Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of theCompanies Act 2013 with rule 12 off the Companies (Management and Administration) Rules2014 extract of the Annual Return forms part of this Report as Annexure VI.
During the year under review no revision was made in the financial statement of theCompany.
During the year ended March 31 2017 there were no cases filed / reported pursuant tothe Sexual Harassment of women at workplace (Prevention Prohibition and Redressal) Act2013.
There are no material changes and commitment affecting financial position of theCompany which have occurred between the end of the financial year of the Company ie 31stMarch 2016 and the date of the Directors Report.
No penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or anystatutory authority on any matter related to capital market since the listing of theCompanys equity shares except the following:
SEBI vide its letter bearing no. SEBI /HO/ISD/OW/P/2017/18183 dated August 7 2017 hasforwarded a list of 331 shell companies as identified by Ministry of Corporate Affairs andhas directed the Exchanges to identify the companies listed on their trading platform andinitiate following measures :
1. Trading in all such listed securities shall be placed in Stage VI of the GradedSurveillance Measure (GSM) with immediate effect. If any listed company out of the saidlist is already identified under any stage of GSM it shall also be moved to GSM stage VIdirectly.
Under the stage VI of GSM framework trading in these identified securities shall bepermitted only once a month under trade to trade category. Further any upward pricemovement in these securities shall not be permitted beyond the last traded price andadditional surveillance deposit of 200 % of trade value shall be collected from the Buyerswhich shall be retained with Exchanges for a period for five months.
Accordingly securities mentioned in Annexure II shall be moving to GSM framework underStage VI w.e.f. August 8 2017. Therefore as per the provisions of GSM framework thesecurities shall not be available for trading from tomorrow. Trading in these securitiesshall be permitted once a month (First Monday of the month).
2. The shares held by the promoters and directors in such listed companies shall beallowed to be transferred by depositories only upon verification by concerned exchangesand they shall not be allowed to transact in the security except to buy securities in thesaid listed company until verification of credential / fundamental by Exchanges iscompleted.
3. Exchanges shall initiate a process of verifying the credentials / fundamentals ofsuch companies. Exchanges shall appoint an independent auditor to conduct audit of suchlisted companies and if necessary even conduct forensic audit of these companies toverify its credentials/fundamentals.
4. On verification if Exchanges do not find appropriate credentials / fundamentalsabout existence of the company Exchanges shall initiate the proceeding for compulsorydelisting against the company and the said company shall not be permitted to deal in anysecurity on exchange platform and its holding in any depository account shall be frozentill such delisting process is completed.
5. Out of the list of shell companies if securities of any of the listed company areunder suspension the trading in such securities shall be placed under GSM Stage VIdirectly on revocation of suspension by Exchange.
Accordingly the securities of Netlink Solutions (India) Limited have been moved to GSMNetwork under Stage VI w.e.f. August 8 2017. The Company has raised its strong objectionto such classification and has been coordinating with the BSE and providing all requiredinformation and documents for removing the Company from the list and restore its trading.
Other then the above no other significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Companysoperation in future.
Certain statements in the Directors Report describing the Companysobjectives projections estimates expectations or predictions may be forward-lookingstatements within the meaning of applicable securities laws and regulations. Actualresults could differ from those expressed or implied. Important factors that could make adifference to the Companys operations include labour and material availability andprices cyclical demand and pricing in the Companys principal markets changes ingovernment regulations tax regimes economic development within India and otherincidental factors.
The Directors would like to thank all shareholders customers bankers contractorssuppliers and associates of your Company for the support received from them during theyear. The Directors would also like to place on record their appreciation of the dedicatedefforts put in by the employees of the Company.
For and on behalf of the Board of Directors
| ||Rupa Modi |
|Minesh Modi ||Execuive Director & CFO |
|Chairman & Whole Time Director ||Din No : 00378383 |
|DIN : 00378378 || |
|August 14 2017 || |
|Mumbai || |