Your Directors have the pleasure in presenting the 23rd Annual Report of theCompany together with the Audited Accounts for the year ended 31 st March 2017.
Amount (Rs. In Lakh)
|Parti culars ||2016-17 ||2015-16 |
|Operating and other income ||4 1 9.63 ||279.60 |
|Profit/(Loss) before Depreciation exceptional and extra ordinary items and tax ||22.79 ||1 6.1 6 |
|Less: Depreciation ||1 3.1 3 ||7.62 |
|Profit/(Loss) for the year after depreciation before Tax and exceptional and extra ordinary items ||9.66 ||8.54 |
|Less: Exceptional and extra ordinary items ||--- ||---- |
|Profit/ (Loss) before Tax ||9.66 ||8.54 |
|Less: Transfer to Statutory Reserve ||1.93 ||1.7 1 |
|Less: Provision for taxation ||2.73 ||2.98 |
|Profit/(Loss) after Tax ||5.00 ||3.85 |
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the year under review your company's operating and other income was Rs. 4 19.63 Lakh (previous year Rs. 279.60 Lakh). The company has earned a profit of Rs.5.00 Lakh(Previous year profit of Rs. 3.85 lakh) during the period under review.
INFORMATION ON STATE OF COMPANY'S AFFAIR
The Company was incorporated in the year 1 994 and started its commercial operations on30.1 2.1 994. The Company is a NBFC registered with Reserve Bank of India vide CertificateNo.06.00 1 30 dt.09.09.1 998 issued by Reserve Bank of India Chandigarh.
During the year under review the Company has earned profits of Rs. 5.00 Lakh 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 3 1st March 2017.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no dividend declared and paid last year the provisions of Section 1 25of the Companies Act 20 1 3 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. 5.00lakh and Rs.1.93 lakh is being transferred to Statutory Reserves.
CHANGES IN SHARE CAPITAL
There is no change in the Share Capital of the company during the Financial Year 2016-1 7.
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Company being a NBFC provisions of section 1 86 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 Aud itors
At the 20thAnnual General Meeting held on 30th September 20 1 4M/s. Pramod G. Gupta Chartered Accountants Ludhiana were appointed as Statutory Auditorsof the Company to hold the office till the conclusion 24thAnnual GeneralMeeting of the company in terms of provisions of section 1 39* 1) of the Companies Act 201 3. The Appointment of Statutory Auditors shall be placed for ratification at everygeneral meeting. Accordingly the appointment of M/s. Pramod G. Gupta as StatutoryAuditor is placed 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) Secretar ial Aud itors
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 2016- 1 7 and the report is attached.
III) Internal Aud itors
Sh. Umesh Sharma has been appointed as an Internal Auditor of the company under section1 38 of Companies Act 20 1 3 to conduct internal audit of functions and activities of thecompany.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to Section 1 97* 1 2) of the Act read with rule 5* 1 ) of the Companies*Appointment and Remuneration of Managerial Personnel) Rules 20 1 4 every listed companyrequired to disclose information related to remuneration paid during the year. Thedetailed information in this regard is annexed to this report as "Annexure I".
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 arm's lengthbasis. The Board of Directors of the company has adopted Related Party Transaction Policyand same is available on the following link http://www.northIink.co.in/reIated-party-poIicy.pdf .
Further all the necessary details of transaction entered with the related parties asdefined under Section 1 88 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 information 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/ investoris pending with the company for reply.
DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (1) 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 1 34(3) (m) of theCompanies Act 20 1 3 in respect of conservation of energy and technology absorption hasnot been furnished considering the nature of activities undertaken by the company duringthe year under 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 2016- 1 7 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 Smt.Geeta Rani 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 ensuing Annual general Meeting.
Sh. Inderjit Singh Jassal (DIN 07596360) who earlier appointed as an Additionaldirector of the company by the board of director in their meeting held on 1 3.08.2016 hasbeen appointed as an Independent Director of the company by the members in AGM held on24.09.2016.
Mr. Sahil Khurana has been resigned from the post of Company Secretary w.e.f.31.03.2017.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149 OF THE COMPANIESACT 2013
Presently the Company has two Independent Directors namely Sh. Bharat Soni & Sh.Inderjit Singh who has given declaration that they meet the eligible criteria ofindependence as provided in sub-section (6) of Section 1 49 of the Companies Act 20 1 3.
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 2016- 1 7 6 meetings of Board of Directors and 4 Meetings ofAudit Committee 5 Meetings of the Stakeholders Relationship Committee and 1 meeting ofNomination and Remuneration Committee of the company were held. Detailed information aboutthe meetings is given in Corporate Governance Report which forms the part of AnnualReport.
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.north1 ink.co.i n/Risk+Management+Po1 i cy.pdf.
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 20 1 3 the Board hascarried out an evaluation of its own performance directors individually as well as theevaluation of the Committees as per the Criteria laid down in the Nomination RemunerationEvaluation policy. Further the Independent directors have also reviewed the performance ofthe NonIndependent Directors and Board as a whole including reviewing the performance ofthe Chairperson of the Company taken into account the views of the Executive Directors andNon Executive Directors vide there separate meeting held on 31.03.2017 at the Registeredoffice 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"Annexure IV".
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 0 1 2015. So in order to align with the provisions ofRegulation 1 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Board of Directors of your Company in its meeting held on December 1 0 2015re-constituted Nomination & Remuneration Committee with the requisite terms of thereference as required under Section 1 78 of the Companies Act 20 1 3 and Regulation 1 9of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The saidCommittee was framed adopted and recommended "Nomination & RemunerationEvaluation Policy" vide its committee meeting dated December 1 0 2015. The saidpolicy forms the part of this report which is annexed at "Annexure V".
SEBI vide its notification dated September 02 20 15 amended the existing ListingAgreement and bring in force SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with effect from December 0 1 2015. So in order to align with theprovisions of Regulation 1 8 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Audit Committee of the company is re-constituted on December 1 0 2015with the objectives to monitor supervise and effective management of company's financeto ensure effective internal financial controls and risk management systems with highlevel of transparency and accuracy.
Details regarding Audit Committee are given in the Corporate Governance Report whichforms the part of this Annual Report.
DISCLOSURE IN RELATION TO VIGIL MECHANISM
SEBI vide its notification dated September 02 20 15 amended the existing ListingAgreement and bring in force SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with effect from December 0 1 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 1 02015 adopted the Vigil Mechanism Policy in compliance of Companies Act 20 1 3. 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 victimization 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 Company's website at the link: http://www.north1 i nk.co. i n/Wh ist1e%20B1ower%20Po1 icy.pdf
DIRECTORS RESPONSIBILTY STATEMENT
Pursuant to Section 1 34(5) of the Companies Act 20 1 3 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 Auditor's Certificate oncompliance with this regard and Managing Director's declaration in this regardingcompliance of code of conduct by Board Members and Senior Management Personnel is attachedand 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.
1. Details relating to Deposits covered under Chapter V of the Companies Act 20 1 3and provisions of RBI Act 1 934.
2. Issue of Equity Shares with Differential right as to dividend voting or otherwise
3. Issue of shares with including Sweat Equity Shares to employees of the company underany scheme.
4. No significant or Material order were passed by the regulators or courts or tribunalwhich impact the going concern states and company's operation in future your directorfurther state that during the year under review there were no case filed pursuant osexual harassment of women at workplace (Prevention prohibition and Redressal) Act 20 13.
Your company has conducted an Extra-Ordinary General Meetings as on dated 16thMarch 2017 and also provided e-voting facility to the members and got approval frommembers through special resolution to issue 2000000 (Twenty Lakh) warrants optionallyconvertible into equal numbers of equity shares face value of Rs 1 0 each/- fully paid upat cash at a minimum price of RS. 1 1 per share (including premium of Rs. 1 each). Companyhas got in principle approvals from the respective stock exchanges.
Further company altered authorized capital clause of Memorandum of Association bypassing an ordinary resolution by the members on the EGM and increased authorized sharecapital of the company from Rs. 35000000 (3500000 eq. shares of Rs. 1 0 each) to Rs.Rs. 55000000 (5500000 eq. shares of Rs. 1 0 each)
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 Company's 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 Fiseal and Capita1 Services Limited || |
| ||Sd/- ||Sd/- |
| ||(Sunny Maria) ||(Shamli Maria) |
|Place: Ludhiana ||Managing Director ||Director |
|Date: 30.05.2017 ||DIN 01006699 ||DIN 02915048 |
| ||62-B Kitchlu Nagar ||62-B Kitchlu Nagar |
| ||Ludhiana- 141001 ||Ludhiana- 141001 |