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Netlink Solutions (India) Ltd.

BSE: 509040 Sector: IT
NSE: N.A. ISIN Code: INE040F01033
BSE 00:00 | 16 May 50.00 -2.50
(-4.76%)
OPEN

53.55

HIGH

55.10

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NSE 05:30 | 01 Jan Netlink Solutions (India) Ltd
OPEN 53.55
PREVIOUS CLOSE 52.50
VOLUME 607
52-Week high 118.25
52-Week low 14.80
P/E 8.55
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 53.55
CLOSE 52.50
VOLUME 607
52-Week high 118.25
52-Week low 14.80
P/E 8.55
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Netlink Solutions (India) Ltd. (NETLINKSOLNSI) - Director Report

Company director report

Directors' Report to the Members

Your Directors present their Thirty Sixth Annual Report together with the AuditedFinancial Statement of your Company for the year ended 31st March 2021.

Financial Highlights

(Rs. in Lakhs)

Financial Performance: 2020-21 2019-20
Total Income 318.30 68.03
Total Expenditure 84.17 379.88
Profit Before Depreciation and Tax 234.13 (311.85)
Less: Deprecation 4.35 3.36
Net Profit before Tax 229.78 (315.21)
Tax Expense: - -
Income Tax - Current Tax - -
Income Tax-Earlier year - 1.15
Deferred tax Charges/(Credit) (0.79) (17.92)
Net Profit after Tax 230.57 (298.44)

Dividend

The Board has not recommended any Dividend for the current financial year in view ofthe losses.

Reserves

The Board has not proposed any amount to be transferred to the General 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.

As per Sections 124 and 125 of the Companies Act 2013 the amount of unpaid orunclaimed dividend lying in unpaid dividend account for a period of seven (7) years fromthe date of its transfer to the unpaid dividend account and the underlying Equity Sharesof such unpaid or unclaimed dividend are required to be transferred to the InvestorEducation and Protection Fund (“IEPF”) established by the Central Government.Accordingly the unclaimed dividend in respect of the financial years 2003-04 to 2008-09was transferred to the IEPF and the Company has also transferred 21925 Equity shares intothe IEPF Account on 29/05/2020 vide SRN R42014555. The eligible Members can claim theirshares from the website of IEPF (HTTP://www.iepf.gov.in) for filing the claim for refund.

Operations/ State of the Company's Affairs

During the year the Total Income of the Company has been Rs.318.30 Lacs as compared toprevious year total of Rs. 68.03 Lacs. Our company has made profit amounting to Rs.230.57 Lacs after tax as compared to the last year loss of Rs-298.44 Lacs. Therevenue from operations continued to suffer during FY 2020-21 owing to Covid-19 pandemicthough the Company recorded significant gains in the Other Income.

Currently the Company has two divisions Software Division and Print Media Division.The Company also owns certain profit sharing arrangement in the Exhibition business whichit had disposed off in the year 2019. The software division has off late not performingto our expectations. During the year Company has gained significantly in view of rally inthe equity markets leading to enhanced value of investment. The Company is exploringvarious options for a sustainable growth & profitability.

Share Capital

During the year under the review there is no change in the issued subscribed andpaid-up 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.

Corporate Governance

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. 252.92 Lakhs only and the Net Worth isRs. 954.76 Lakhs only and therefore the requirement of compliance with CorporateGovernance is 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 Companyand Ms. Kavita Thakur is Company Secretary of the Company.

A. Retire by Rotation

In terms of provisions of Section 152(6) of the Act Mr. Minesh Modi (DIN 00378378)being longest in the office shall retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

Board Evaluation

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.All Directors unanimously expressed that the evaluation outcome reflected highlevel of engagement of the Board of Directors and its committees amongst its members withthe Company and its management and that they are fully satisfied with the same.

Receipt of any commission by MD / WTD from Company or for receipt ofcommission/remuneration from its holding or Subsidiary Company

During the year under review the Company has not paid any commission to any of itsdirectors. The Company does not have any subsidiary / holding Company therefore thequestion of receipt of any amount does 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 4 2021 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 along withother 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 Independence 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.

In terms of Section 150 of the Companies Act 2013 read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014 Independent Directors of theCompany have confirmed that they have registered themselves with the databank maintainedby The Indian Institute of Corporate Affairs Manesar ('IICA'). The Independent Directorsare also required to undertake online proficiency self-assessment test conducted by theIICA within a period of 2 (Two) year from the date of inclusion of their names in the databank unless they meet the criteria specified for exemption. All the Independent Directorsof the Company meets the criteria specified for exemption and hence none of theIndependent Directors are required to undergo the online proficiency self assessment testas conducted by IICA.

In the opinion of the Board the independent directors possess the requisite integrityexperience expertise required under all applicable laws and the policies of the Bank.

Meetings

The Board met 8 times during the financial year. During the year under review the Boardof Directors met 8(eight) times on June 25 2020 July 16 2020 August 18 2020 November5 2020 January 11 2021 February 3 2021 February 26 2021 and March 4 2021. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 Secretarial Standards on Board Meetings and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time.

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 2021 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 2021 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.

Secretarial Standards

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 applicable regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Committee met 5 times during the year under review onJune 25 2020 July 16 2020 November 5 2020 and January 11 2021 and February 262021. The Committee inter-alia discussed on financials audit reports and appointment ofauditors. The Board accepted all recommendations of the Audit Committee made from time totime. All the members of the Committee attended all the meetings.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of 3 Independent Directors Mr.Yogesh B Girnara Mr. Rajendra S Lokare and Mr. Premnath T Mishra.The Committee met Threetime i.e. June 25 2020 and August 18 2020. All the members of the Committee attended allthe meetings. The constitution and terms of reference are in compliance with theprovisions of the Act and the applicable regulations of SEBI Listing Regulations and theSEBI (Share Based Employee Benefits) Regulations 2014.

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(3) of the Act your Company has adopted aPolicy on Appointment of Directors and Senior Management and succession planning fororderly succession to the Board and the Senior Management which inter alia includes thecriteria 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-Band form 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/policy.php.

Risk Management

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.

Statutory Auditors

The Shareholders at their 32 Annual General Meeting (“AGM”) held on 30September 2017 approved the appointment of M/s. Jhawar Mantri and Associates (ICAI FirmRegistration No.113221W) as the Statutory Auditors of the Company for the period of 5years commencing from the conclusion of the 32 AGM till the conclusion of 37 AGM.

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.

Secretarial Auditor

The Board has appointed M/s. Tarun Jain & Associates Practicing CompanySecretaries to conduct the Secretarial Audit for the financial year 2020-21. TheSecretarial Audit report for the financial year ended March 31 2021 is annexed herewithand marked as Annexure IV 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. 5 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.

The Directors draw attention of the members to note no. 29 to the financial statementwhich sets out related party disclosures.

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 Of cers 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.

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

The Annual Return in Form MGT-7 for the financial year ended 31st March 2021 isavailable on the website of the Company at www.nsil.co.in.

Material Changes and Commitment affecting Financial Position of the Company which haveoccurred between the end of the financial year of the Company

Open offer by Jupiter Infomedia Limited (Acquirer No 1) and Jineshvar SecuritiesPrivate Limited (Acquirer No 2) (“Jupitar Group”)announced an open offer for theacquisition of 657600 equity shares of 10/- each from the equity shareholders of NETLINKSOLUTIONS (INDIA) LIMITED constituting 26% of equity share capital of the Company underSEBI (Substantial Acquisition of the Shares and Takeovers) Regulations 2011. Pursuant tothis Jupitar Group has successfully completed the open offer on July 14 2021 andacquired 657600 shares at a price of 17/- per share constituting 26% of the paid upShare Capital of the Company as on that date. Further in addition to this the Jupitergroup has also acquired 1444323 shares by way of Agreement.As mentioned in the OfferLetter the Acquirers (i) will appoint its directors on the Board of Directors of theTarget Company and (ii) shall acquire control of the Target Company which will result ina change in ownership control and management of the Target Company which may have aneffect on the business financial condition and the results of operations of the TargetCompany.

The Covid-19 Pandemic

The outbreak of Corona virus (COVID-19) pandemic has been continuously posing seriouschallenges globally and in India it has caused significant disturbance and slowdown ofeconomic activity. In many countries businesses have been forced to cease or limit theiroperations for long or indefinite period. Measures taken to contain the spread of thevirus including travel bans quarantines social distancing and closures of non-essentialservices have triggered significant disruptions to businesses worldwide resulting in aneconomic slowdown. COVID-19 is significantly impacting business operation of thecompanies by way of interruption in supply chain disruption unavailability of personnelclosure / lockdown of facilities etc. the Government of India/State Governments ordered toprevent community spread of COVID-19 in India resulting in significant reduction ineconomic activities.

For the Financials year 2020 2021 as well the COVID-19 pandemic with its ever changingvariants developed rapidly into a global crisis forcing governments to enforce lock-downsof all economic activity. For the Company the focus continued on ensuring the health andwell-being of all employees and on minimizing disruption to services for all ourcustomers. Work from home for employees extending all the elements of the Company'sworking model is being carried out seamlessly. All the employees are provided withnecessary accessories like laptop data card etc. to enable smooth functioning ofbusiness.

Although there are uncertainties due to the pandemic and reversal of the positivemomentum gained the Company has taken various steps towards rethinking the 'new normal'for the business and gearing our offerings for the post COVID-19 lockdown world.

Sexual Harassment

The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of sexual harassment of womenat workplace (Prevention Prohibition and Redressal) Act 2013 and the rules madethereunder.During the year 2020-21 there were no complaints filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

The Company has complied with the provisions relating to the constitution of InternalCommittee (IC) under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 to redress complaints received regarding sexual harassment.

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.

General

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 orany statutory 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.

Cautionary statement:

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 Members Customers contractors suppliersassociates and Employees of the Company for their continued support and trust. YourDirectors would like to express deep appreciation for the commitment shown by theemployees in supporting the Company in achieving continued robust performance on allfronts.

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