Directors' Report to the Members
Your Directors present their Thirty Fourth Annual Report together with the AuditedFinancial Statement of your Company for the year ended 31st March 2019.
| || ||(Rs. in Lakhs |
|Financial Performance: ||2018-19 ||2017-18 |
|Total Income ||171.31 ||512.93 |
|Total Expenditure ||206.592 ||474.52 |
|Profit Before Depreciation and Tax ||(32.22) ||33.71 |
|Less: Deprecation ||3.39 ||4.70 |
|Net Profit before Tax ||(35.61) ||38.41 |
|Tax Expense: || || |
|Income Tax- Current Tax ||- ||11.56 |
|Income Tax-Earlier year ||- ||0.20 |
|Deferred tax Charges/(Credit) ||(4.13) ||17.35 |
|Net Profit after Tax ||(39.74) ||9.30 |
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
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno unpaid/unclaimed dividend lying with the Company.
Operations/ State of the Company's Affairs
During the year the Total Income of the Company has been Rs. 171.31 Lacs as compared toprevious year total of Rs. 512.93 Lacs. Our company has made Loss amounting to Rs.39.74Lacs after tax as compared to the last year Profit of Rs.9.30 Lacs.
During the year 437775 equity shares were bought back by the Company and the samewere extinguished vide confirmation letter dated July 16 2018 issued by NSDL NetlinkSolutions (India) Limited has sold Exhibition business containing "Stationery &Write Show Corporate Gift Show and Houseware and Kitchenware Show" to MesseFrankfurt Trade Fairs India Private Limited.
Currently the Company has two divisions Software Division and Print Media Division.The software division has off late not performing to our expectations. However thePrint Media Division is doing well for the Company. We experienced that the Print Media isgradually edging past electronic media. The Company cut costs and were looking for rightopportunity.
The Board at its meeting dated 9th February 2018 approved the proposal forBuy Back upto 741750 Equity Shares of Rs. 10/- each at a price of Rs. 17/- per EquityShare. The shareholders approved the said proposal of buy back of equity shares throughthe postal ballot that concluded on 8th May 2018. The Buyback offer comprisedof purchase of 741750 (Seven Lakh Forty One Thousand Seven Hundred Fifty) Equity Sharesof Rs.10/- (Rupees Ten Only) each (representing around 25% of the total paid-up equityshare capital of the Company) at a price of Rs. 17/- (Rupees Seventeen Only) per equityshare payable in cash for a total consideration not exceeding Rs. 12609750/- (RupeesOne Crore Twenty Six Lakh Nine Thousand Seven Hundred Fifty Only). The buyback was offeredto all eligible equity shareholders (including those who became equity shareholders as onthe record date i.e. 21st May 2018) on a proportionate basis through the'tender offer' route. The Buy-back offer opened on June 19 2018 and closed on July 022018.The Company concluded the buyback procedures on July 16 2018 and 437775 equityshares were extinguished. The Company has utilized general reserve for the buyback of itsshares. In accordance with Section 69(1) of the Companies Act 2013 the Company hasapproved creation of Capital Redemption Reserve of Rs. 4377750 equal to the nominalvalue of the shares bought back as an appropriation from the general reserve/surplus inprofit and loss account.
There is changes in Share Capital during the year due to buyback of Equity Shares. TheCompany has completed Buy-Back of 437775 equity shares of Rs. 10 each and the same wereextinguished vide confirmation letter dated July 16 2018 issued by NSDL. Post buy backthe Paid-up share capital of the Company has been reduced from 2967000 equity shares ofRs. 10 each to 2529225 equity shares of Rs. 10 each.
Sale of Promoter's share
Mrs. Rupa Modi Promoter of the Company sold 8500 equity shares representing 0.33% ofthe share Capital of the Company. The shareholding of Mrs. Rupa Modi in the Company havecome down from 25.22% to 24.89% of the total share capital 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. 2.53 Croreonly and the Net Worth is Rs.11.47 Crore only and therefore the requirement of compliance with Corporate Governance isnot applicable to the Company.
Corporate Social Responsibility (CSR)
The provisions related to Corporate Social Responsibility are not applicable to thecompany.
Directors and KMP
A. 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 Companyand Ms. Ayushi Thakuriya is Company Secretary of the Company.
B. Retire by Rotation
In terms of provisions of Section 152(6) of the Act Mr.Minesh Vasantlal Modi(00378378)being longest in the office shall retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment.
C. Re-appointment of Independent Directors for a Second Term
The Nomination and Remuneration Committee on the basis of performance evaluationofIndependent Directors and taking into account the external business environment thebusiness knowledge acumen experience and the substantial contribution made by Mr. YogeshBecharbhai Girnara Mr. Rajendra S Lokare and Mr. Premnath T Mishra during their tenurehas recommended to the Board that continued association of Mr. Yogesh Becharbhai GirnaraMr. Rajendra S Lokare and Mr. Premnath T Mishra as Independent Directors would bebeneficial to the Company. Based on the above and the performance evaluation ofIndependent Directors the Board recommends re-appointment of:
i) Mr. Yogesh Becharbhai Girnara for a further period from 30th September 2019 to 29thSeptember 2024;
(ii) Mr. Rajendra S Lokare for a further period from 30th September 2019 to 29thSeptember 2024; and
(iii) Mr. Premnath T Mishra for a further period from 30th September 2019 to 29thSeptember 2024; to hold office as Non-Executive Independent Directors of the Company notliable to retire by rotation on the Board of the Company. The Company has received therequisite Notices from respective directors in writing proposing their re-appointment asIndependent Directors.The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under the Act and SEBI (LODR) Regulations.
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.
Receipt of any commission by MD/WTD from Company or for receipt ofcommission/remuneration from its holding or Subsidiary Company during the year underreview the Company has not paid any commission to any of its directors. The Company doesnot have any subsidiary/holding Company therefore the question of receipt of any amountdoes not arise.
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 30 2019 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 theCompany's Management and the Board which is necessary for the Board to effectively andreasonably 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.
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.
The Independent Directors of the Company have complied with the Code for IndependentDirectors prescribed in Schedule IV of the Companies Act 2013.
The Board met 7 times during the financial year. The maximum interval prescribed in theCompanies Act 2013.
During the year under review the Board of Directors met 7(Seven) times on May 30 2018June 14 2018 July 03 2018 August 14 2018 November 02 2018 February 05 2019 andMarch 30 2019.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) of the Act your Directors state that:
(a) in the preparation of the annual accounts for the year ended March 31 2019 theapplicable Accounting Standards read had been followed and there are no materialdepartures from the same;
(b) they have 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 2019 and of the profit of theCompany for year ended on that date;
(c) they 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 annual accounts have been prepared 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.
The Company has devised proper systems to ensure compliance with the provisions ofSecretarial Standards on Meetings of the Board of Directors (SS-1) and SecretarialStandards on General Meetings (SS-2) and is in compliance with the same.
Internal Financial Controls and their Adequacy
The Company has in place adequate internal financial control with reference to the sizeand nature of its business. The Audit Committee of the Board periodically reviews theinternal control systems with the management Internal Auditors and Statutory Auditors andthe adequacy of internal audit function significant internal audit findings andfollow-ups thereon.
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 4 times during the year under review on May 30 2018 August 14 2018November 02 2018 and on February 05 2019.
The Committee discussed on financials audit reports and appointment of auditors. TheBoard accepted all recommendations of the Audit Committee made from time to time. All themembers of the Committee attended all the meetings.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of 3 Independent DirectorsMr.YogeshB Girnara Mr. Rajendra S Lokare and Mr. Premnath T Mishra.The Committee met One time i.e.on May 30 2018. All the members of the Committee attended all the meetings. Theconstitution and terms of reference are in compliance with the provisions of the Act andthe SEBI Listing Regulations and the SEBI (Share Based Employee Benefits) Regulations2014.
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 Policy on Remuneration of Directors Key ManagerialPersonnel and Employees of the Company in accordance with the provisions of sub-section(4) of section 178 and the same are appended as Annexure II-A and Annexure II-B andform part of this Report.
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' remuneration andother 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 2014 areforming part of this report as Annexure III.
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 Company's 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 weblinkhttp://nsil.co.in/policv.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.
The Shareholders at their 32ndAnnual General Meeting ("AGM") heldon 30th September 2017 approved the appointment Jhawar Mantri and Associates(ICAI Firm Registration No.113221W) as the Statutory Auditors of the Company for theperiod of 5 years commencing from the conclusion of the 32ndAGM till theconclusion of 37thAGM.
Pursuant to amendment to section 139 (1) of the Act ratification of appointment ofStatutory Auditor at every Annual General Meeting is not required.
As required under the provisions of Section 139(1) and 141 of the Act read with theCompanies (Accounts and Auditors) Rules 2014 the Company has received a written consentand certificate from the auditors to the effect that they are eligible to continue asStatutory Auditor of the Company.
The notes of the financial statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation or adverse remark.
No frauds are reported by the Auditors under sub section (12) of Section 143 of theCompanies Act 2013.
The Board has appointed M/s. Tarun Jain &Associates Practicing Company Secretariesto conduct the Secretarial Audit for the financial year 2018-19. The Secretarial Auditreport for the financial year ended March 31 2019 is annexed herewith and marked as AnnexureIV 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. 4 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 arm's length basis and in ordinary course of business. In theopinion of the Board there were no material contracts entered into by the Company andtherefore 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.
Reporting of Frauds by Auditors
During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.
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.
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 VI.
A copy of the extract of the annual return prepared under Section 92(3) is availableon the link: www.nsil.co.in. the web address of the Company as required under Section134(3)(a) of the Companies Act 2013.
Material Changes and Commitment affecting Financial Position of the Company which haveoccurred between the end of the financial year of the Company
The Board of Directors of the Company at its meeting held on 3rd July 2018 approvedthe Sale of 100% rights and ownership of the Exhibition business containing"Stationery & Write Show Corporate Gift Show and Houseware and KitchenwareShow"to Messe Frankfurt Trade Fairs India Private Limited ("Buyer")subject to approval of members under Section 180(1)(a) of the Companies Act 2013 andother requisite approvals if any. Subsequently approval of the Members of the Companywas obtained on 8th August 2018 for the proposed transaction under the provisions ofSection 110 of the Act read with applicable Rules through postal ballot. The proposedtransaction has been completed if the terms and conditions of the Agreement are acceptableto both the parties and further subject to receipt of all the requisite regulatory andother approvals if any.
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
Your Directors further state that during the year 2018-19 there were no complaintsfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
Maintenance of Cost Records
The Company is not required to maintain cost records as specified by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013.
During the year under review no revision was made in the financial statement of theCompany.
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 theCompany's equity shares. No significant or material orders were passed by the Regulatorsor Courts or Tribunals which impact the going concern status and Company's operation infuture.
Certain statements in the Directors' Report describing the Company's objectivesprojections estimates expectations or predictions may be forward-looking statementswithin the meaning of applicable securities laws and regulations. Actual results coulddiffer from those expressed or implied. Important factors that could make a difference tothe Company's operations include labour and material availability and prices cyclicaldemand and pricing in the Company's principal markets changes in government regulationstax regimes economic development within India and other incidental factors.
Appreciation and Acknowledgement
The Directors would like to thank all shareholders the Ministry of Corporate Affairsthe Securities and Exchange Board of India the Government of India and other RegulatoryAuthorities the BSE Limited Bankers Financial Institutions Members Customerscontractors suppliers associates and Employees of the Company for their continuedsupport and trust. Your Directors would like to express deep appreciation for thecommitment shown by the employees in supporting the Company in achieving continued robustperformance on all fronts.
|For and on behalf of the Board of Directors |
|Minesh Modi ||Rupa Modi |
|Chairman & Whole Time Director ||Whole Time Director & CFO |
|DIN : 00378378 ||Din No : 00378383 |
|August 06 2019 || |
|Mumbai || |