Your Directors have the pleasure in presenting the 22nd Annual Report of theCompany together with the Audited Accounts for the year ended 31st March 2016.
| ||Amount (Rs. In Lacs) |
|Particulars ||2015-16 ||2014-15 |
|Operating and other income ||279.60 ||208.81 |
|Profit/(Loss) before Depreciation exceptional and ||16.16 ||12.13 |
|extra ordinary items and tax || || |
|Less: Depreciation ||7.62 ||4.84 |
|Profit/(Loss) for the year after depreciation before Tax ||8.54 ||7.29 |
|and exceptional and extra ordinary items || || |
|Less: Exceptional and extra ordinary items || || |
|Profit/ (Loss) before Tax ||8.54 ||7.29 |
|Less: Transfer to Statutory Reserve ||1.71 ||1.45 |
|Less: Provision for taxation ||2.98 ||2.25 |
|Profit/(Loss) after Tax ||3.85 ||3.58 |
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the year under review your companys operating and other income was Rs.279.60 lacs (previous year Rs. 208.81 Lacs). The company has earned a profit of Rs. 3.85lacs (Previous year profit of Rs. 3.58 lacs) during the period under review.
INFORMATION ON STATE OF COMPANYS AFFAIR
The Company was incorporated in the year 1994 and started its commercial operations on30.12.1994. The Company is a NBFC registered with Reserve Bank of India vide CertificateNo.06.00130 dt.09.09.1998 issued by Reserve Bank of India Chandigarh
During the year under review the Company has earned profits of Rs. 3.85 lacs but theBoard has decided to retain the profits for the further growth of the Company. Thus yourdirectors do not recommend any dividend for the year ended 31st March 2016.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no Dividend declared and paid last year the provisions of Section 125of the Companies Act 2013 does not apply.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013
During the year under review the company has earned profits of Rs. 3.85 lacs andRs.1.71 lacs is being transferred to Statutory Reserves.
CHANGES IN SHARE CAPITAL
There is no change in the Share capital of the company during the Financial Year2015-16.
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Company being a NBFC provisions of section 186 does not applicable except provision(1) which states company cannot invest in more than two layers of investment company. TheCompany has not done any investments during the period under review.
I) Statutory Auditors
At the 20th Annual General Meeting held on 30th September 2014 M/s. Pramod G. Gupta& Associates Chartered Accountants Ludhiana were appointed as Statutory Auditors ofthe Company to hold the office till the conclusion 24th Annual General Meeting of thecompany in terms of provisions of section 139(1) of the Companies Act 2013. TheAppointment of Statutory Auditors shall be placed for ratification at every generalmeeting. Accordingly the appointment of M/s. Pramod G. Gupta as Statutory Auditor isplaced for ratifications by the members.
There are no qualifications reservations or adverse remarks or disclaimer made byStatutory Auditor in his report thus no explanations or comments by the Board.
II) Secretarial Auditors
B.K Gupta & Associates Company Secretaries Ludhiana has been appointed asSecretarial Auditors of the Company by board to conduct the Secretarial Audit for thefinancial year 2015-16 and the report is attached.
III) Internal Auditors
Sh. Umesh Sharma has been appointed as an Internal Auditor of the company under section138 of Companies Act 2013 to conduct internal audit of functions and activities of thecompany.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to Section 197(12) of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 every listed companyrequired to disclose information related to remuneration paid during the year. Thedetailed information in this regard is annexed to this report as "AnnexureI".
RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an armslength basis. The Board of Directors of the company has adopted Related Party TransactionPolicy and same is available on the following link http://www.northlink.co.in/related-party-policy.pdf.
Further all the necessary details of transaction entered with the related parties asdefined under Section 188 of the Companies Act as defined under Section 2 (76) of thesaid Act are attached herewith in form No.AOC-2 for your kind perusal and infor mation as"Annexure II".
The Company is committed to provide the best services to the shareholders/ investors.M/s Skyline Financial Services Private Limited New Delhi is working as Registrars andShare Transfer Agents (RTA) of the Company for transfer dematerialization of shares andother investor related services. No correspondence / enquiry from any shareholder/investor are pending with the company for reply.
DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (l) OF THE COMPANIES ACT 2013
No material changes and commitments have taken place between the end of the financialyear of the Company to which Balance Sheet relates and date of report which affects thefinancial position of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption has not beenfurnished considering the nature of activities undertaken by the company during the yearunder review. There are no foreign exchange earnings.
EXTRACT OF ANNUAL RETURN IN FORM MGT-9 AS PER THE REQUIREMENT OF SECTION 92(3) SECTION134(3) (a) AND RULE 11 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES 2014
The extract of Annual Return i.e. MGT-9 for the financial year 2015-16 has beenenclosed with this report as "Annexure III".
CHANGES IN NATURE OF BUSINESS
There is no change in the nature of Business during the year under review.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no Subsidiary/Joint Venture or Associate companies.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
? In accordance with provisions of Articles of Association of the Company Ms. ShamliMaria is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible offers herself for re-appointment. The Board of Directors recommended herappointment for consideration of the members at the forthcoming Annual general Meeting.
? Ms. Ridhima Aggarwal resigns from the post of Company Secretary w.e.f. 30.09.2015 andMr. Sahil Khurana has been appointed as a Company Secretary in her place w.e.f 01.02.2016.
? Sh. Inderjit Singh Jassal has been appointed as an Independent Director of theCompany with effect from 13.08.2016 due to sad demise of Sh. Jatinder Kumar Mehra whocould no longer continue on the Board of the Company.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THECOMPANIES ACT 2013
Presently the Company has two Independent Directors namely Sh. Bharat Soni & Sh.Inderjit Singh who have given declaration that they meet the eligible criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
NUMBER OF MEETINGS
During the Financial year 2015-16 10 meetings of Board of Directors and 4 Meetings ofAudit Committee of the Company were held. Detailed infor mation about the meetings isgiven in Corporate Governance Report which forms the part of Annual Report.
RISK MANAGEMENT POLICY
The Board of Directors of your Company in its meeting held on 14.08.2015 has adoptedthe Risks Management Policy. The policy establishes the process for the management of riskfaced by the Company. The aim of risk management is to maximize opportunities in allactivities and to minimize adversity. This policy applies to all activities and processesassociated with the normal operations of Northlink Fiscal and Capital Services Limited.The Board of Directors has adopted Risk Management Policy and same is available on thefollowing link http://www.northlink.co.in/Risk+Management+Policy.pdf.
The purpose of the Committee is to assist the Board of Directors in fulfilling itsresponsibilities with regard to enterprise risk management. Further the Committee strivesto assist the Board in framing implementing and monitoring the risk management plan forthe Company and reviewing and guiding the risk policy.
EVALUATION BY BOARD OF ITS OWN PERFORMANCE ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITHREFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT
Pursuant to the above said provisions of the Companies Act 2013 the Board has carriedout an evaluation of its own performance directors individually as well as the evaluationof the Committees as per the Criteria laid down in the Nomination Remuneration Evaluationpolicy. Further the Independent directors have also reviewed the performance of theNon-Independent Directors and Board as a whole including reviewing the performance of theChairperson of the Company taken into account the views of the
Executive Directors and Non Executive Directors vide there separate meeting held on31.03.2016 at the Registered office of the Company.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report i.e. Form MR-3 by B.K Gupta & Associates CompanySecretaries Ludhiana forms the part of this Report which is annexed herewith as "AnnexureIV".
There are no qualifications reservations or adverse remarks or disclaimer made bySecretarial Auditor in his report thus no explanations or comments by the Board.
DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION134(3) (e) AND SECTION 178(3)
SEBI vide notification dated September 02 2015 amended the existing Listing Agreementand bring in force SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 with effect from December 01 2015. So in order to align with the provisions ofRegulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board of Directors of your Company in its meeting held on December 10 2015re-constituted Nomination & Remuneration Committee with the requisite terms of thereference as required under Section 178 of the Companies Act 2013 and Regulation 19 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The saidCommittee was framed adopted and recommended "Nomination & RemunerationEvaluation Policy" vide its committee meeting dated December 10 2015. The saidpolicy forms the part of this report which is annexed at "Annexure V".
SEBI vide its notification dated September 02 2015 amended the existing ListingAgreement and bring in force SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with effect from December 01 2015. So in order to align with theprovisions of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Audit Committee of the company is re-constituted on December 10 2015with the objectives to monitor supervise and effective management of companysfinance to ensure effective internal financial controls and risk management systems withhigh level of transparency and accuracy.
The Audit Committee comprised of Sh. Bharat Soni (Chairman) Sh. Inderjit Singh(Member) Smt. Shamli Maria (Member). The composition of the Audit Committee consists ofIndependent Directors viz. Sh. Inderjit Singh and Sh. Bharat Soni who forms the majority.The Audit Committee met four times during the year the details of which are given in theCorporate Governance Report which forms the part of this Annual Report.
DISCLOSURE IN RELATION TO VIGIL MECHANISM
SEBI vide its notification dated September 02 2015 amended the existing ListingAgreement and bring in force SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with effect from December 01 2015. So in order to align with theprovisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Board of Directors of the Company in its meeting held on December 102015 adopted the Vigil Mechanism Policy in compliance of Companies Act 2013. The Policyis formulated to provide opportunity to employees and directors to report to managementconcerns about unethical behavior actual or suspended fraud or violation of the Code ofconduct or policy. The mechanism provides for adequate safeguards against victimisation ofemployees and directors who express their concerns and also provides for direct access toChairman/ Members of Audit Committee in exceptional cases. The policy is applicable to allemployees and directors of the Company.
The policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board may beaccessed on the Companys website at the link: http://www.northlink.co.in/Whistle%20Blower%20Policy.pdf
DIRECTORS RESPONSIBILTY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(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 at the end of the financial year and of the profitand loss of the company 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; and
(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.
(f) They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations2015 the report on Corporate Governance together with AuditorsCertificate on compliance with this regard and Managing Directors declaration inthis regarding compliance of code of conduct by Board Members and Senior ManagementPersonnel is attached and forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under the Regulation 34 (2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedherewith and forms the part of this Annual Report.
Your Director state that no disclosure or reporting is required in respect of thefollowing items as there were no transaction on these items during the year under Review.
Fiscal and Capital Services Ltd.
1. Details relating to Deposits covered under Chapter V of the Companies Act 2013and provisions of RBI Act 1934.
2. Issue of Equity Shares with Differential right as to dividend voting orotherwise
3. Issue of shares with including Sweat Equity Shares to employees of the companyunder any scheme
4. No significant or Material order were passed by the regulators or courts ortribunal which impact the going concern states and companys operation in futureyour director further state that during the year under review there were no case filedpursuant o sexual harassment of women at workplace (Prevention prohibition and Redressal)Act 2013.
Your Directors wish to express their grateful appreciation for the valuable support andcooperation received from sub-brokers business associates vendors bankers financialinstitutions investors stakeholders registrar and share transfer agent other businessaffiliates and media.
The Board places on record its sincere appreciation towards the Companys valuedcustomers for the support and confidence reposed by them in the organization and thestakeholders for their continued co-operation and support to the company and look forwardto the continuance of this supportive relationship in future.
Your Directors also places on record their deep sense of appreciation for the devotedservices of the employees during the period under review.
By Order of the Board
For Northlink Fiscal and Capital Services Limited
| ||sd/- ||sd/- |
| ||(Sunny Maria) ||(Shamli Maria) |
| ||Managing Director ||Director |
| ||DIN: 01006699 ||DIN: 02915048 |
|Place: Ludhiana ||62-B Kitchlu Nagar ||62-B Kitchlu Nagar |
|Date: 13.08.2016 ||Ludhiana- 141001 ||Ludhiana- 141001 |