Netlink Solutions (India) Ltd.
|BSE: 509040||Sector: IT|
|NSE: N.A.||ISIN Code: INE040F01033|
|BSE LIVE 11:31 | 04 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 509040||Sector: IT|
|NSE: N.A.||ISIN Code: INE040F01033|
|BSE LIVE 11:31 | 04 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
to the Members
Your Directors present their Thirty First Annual Report together with the AuditedFinancial Statement of your Company for the year ended 31st March 2016.
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 20072008 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. 201.09 Lacs as compared toprevious year total of Rs. 203.81 Lacs. Our company has made Profit amounting to Rs.23.16Lacs 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 1st Exhibition and looking to gain from this experience and feelthis division will gain momentum with the time to come. The Company also proposes toventure back into the field of construction and development which happens to be one ofthe main objects of the Company.
During the year under the review there is no change in the Issued Subscribed ShareCapital of the Company. However the Company has consolidated the face value of equityshares of the Company from its existing Re. 1 to Rs. 10 per share andaccordingly theauthorized share capital of the Company of 100000000 shares of Re.1 each have beenconsolidated into 10000000 shares of Rs.10 each and Paid-up share capital of29670000 shares of Re.1 each have been consolidated into 2967000 shares of Rs. 10each.
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 Crores) and Net Worth upto Rs.250000000 (Indian Rupees Twenty Five Crores) 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. 9.24 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 Mrs. Rupa Modi (00378383)beinglongest in the office shall retire by rotation at the ensuing Annual General Meeting andbeing eligible offers herself for reappointment.
Mr. Amit Dharmani was appointed as Company Secretary and Compliance Officer of theCompany and designated as Key Managerial Personnel of the Company w.e.f. November 6 2015pursuant to section 203 of the Companies Act 2013. Mr. Dharmani resigned from the post ofCompany Secretary of the Company w.e.f November 22 2015. The Board places on recordsincere thanks to Mr. Dharmani for his services rendered during his tenure as CompanySecretary of the Company.
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.
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 2016 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 quality quantity and timeliness of flow of information between theCompanys Management and the Board which is necessary for the Board to effectivelyand reasonably perform their duties.
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 6 (Six) times on May 29 2015July 23 2015 August 25 2015 October 30 2015 January 30 2016 and March 21 2016. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
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 2016 theapplicable accounting standards read have been followed and there are no materialdepartures from the same;
(b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as at March 31 2016 and of the profit of theCompany for that period;
(c) they had 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) they had prepared the annual accounts on a going concern basis;
(e) they had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and
(f) they had devised proper systems to ensure compliance with the provisions of allapplicable 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 29 2015 July 23 2015October 30 2015 January 30 2016 and March 21 2016. 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 againstvictimization of employees and Directors. Whistle Blower Policy is a mechanism to addressany complaint(s) related to fraudulent transactions or reporting intentionalnon-compliance with the Companys policies and procedures and any other questionableaccounting/operational process followed. It provides a mechanism for employees to approachthe Chairman of Audit Committee or Chairman of the Company or the Corporate GovernanceCell. During the year no such incidence was reported and no personnel were denied accessto the Chairman of the Audit Committee or Chairman of the Company or the CorporateGovernance Cell. The Whistle Blower 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) were re-appointed as the Statutory Auditors of the Company to hold office fromthe conclusion of the 29th Annual General Meeting (AGM) held on September 30 2014 untilthe conclusion of the third consecutive AGM of the Company to be held in the year 2017(subject to ratification of their appointment by the Members at every AGM held after theAGM held on September 30 2014).
As required under the provisions of section 139(1) of the Companies Act 2013 theCompany has received a written consent from M/s. K U Kothari & Co. CharteredAccountants to their appointment and a Certificate to the effect that their appointmentif made would be in accordance with the Companies Act 2013 and the Rules framedthereunder and that they satisfy the criteria provided in section 141 of the CompaniesAct 2013.
The Members are requested to ratify the appointment of the Statutory Auditors asaforesaid and fix their remuneration.
The notes of the financial statements referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation or adverse remark.
The Board has appointed M/s. M. Batham & Associates Practising CompanySecretaries Mumbai to conduct the Secretarial Audit for the financial year 2015-16. TheSecretarial Audit report for the financial year ended March 31 2016 is annexed herewithand marked as Annexure III to this Report. The Secretarial Audit Report does notcontain any qualification reservation 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. 10 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
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished as follows:
Conservation of Energy
The company is not a manufacturing company and hence the details in respect of theabove are not applicable.
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 V.
During the year under review no revision was made in the financial statement of theCompany.
During the year ended March 31 2016 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. No 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.