Your Directors have the pleasure in presenting the 24th Annual Report of theCompany together with the Audited Accounts for the year ended 31st March 2018.
Amount (Rs. In Lakh)
|Particulars ||2017-18 ||2016-17 |
|Operating and other income ||416.52 ||419.63 |
|Profit/(Loss) before Depreciation exceptional and ordinary items and tax extra ||24.68 ||22.79 |
|Less: Depreciation ||(15.87) ||(13.13) |
|Profit/(Loss) for the year after depreciation before Tax and exceptional and extra ordinary items ||8.81 ||9.66 |
|Less: Exceptional and extra ordinary items || || |
|Profit/ (Loss) before Tax ||8.81 ||9.66 |
|Less: Transfer to Statutory Reserve ||(1.76) ||(1.93) |
|Less: Provision for taxation ||(1.68) ||(2.33) |
|Adjustment of Deferred Tax ||0.20 ||(0.40) |
|Profit/(Loss) after Tax ||5.57 ||5.00 |
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the year under review your company's operating and other income was Rs. 416.52Lakh (previous year Rs. 419.63 Lakh). The company has earned a profit of Rs 5.57 Lakh(Previous year profit of Rs. 5.00 Lakh) during the period under review.
INFORMATION ON STATE OF COMPANY'S 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. 5.57 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 31st March 2018.
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. 5.57 Lakh and Rs.1.76 Lakh is being transferred to Statutory Reserves.
CHANGES IN SHARE CAPITAL
There is no Change in the authorized share capital of the company during the financialyear 2017-18.
Further board of directors of the company has made preferential allotment of 2000000warrants convertible into equity shares within 18 months and the same 2000000 warrantshas into equity share during the year 2017-18. After conversion of warrants into equitypaid up capital of the company has been increased from 325.00 Lakh to 525.00 Lakh. Furthercompany has got necessary approval from the BSE and MSEI regarding listing of furtherequity capital.
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Company being a NBFC provisions of section186 does not applicable except provision(1) which states company cannot invest in more than two layers of investment company.Details regarding loans investment and guarantees provided in the notes of accounts offinancial statements attached with this report.
I) Statutory Auditors
At the 20th Annual General Meeting held on 27th September 2014M/s. Pramod G. Gupta Chartered Accountants Ludhiana were appointed as Statutory Auditorsof the Company to hold the office till the conclusion 24th Annual GeneralMeeting of the company in terms of provisions of section 139(1) of the Companies Act2013.
There are no qualifications reservations or adverse remarks or disclaimer made byStatutory Auditor in his report thus no explanations or comments by the Board.
The terms of the Parmod G. Gupta & Associates comes to an expire in this ensuingannual general meeting. Further as per Sec 139 (2) of the Companies Act 2013 auditorfirm can be appointed as statutory auditors of the company for two terms of fiveconsecutive years. In this regard retiring statutory auditors are eligible for there-appointment for further five consecutive years. So Boards of Directors recommend tomember of the company to approve their appointment as statutory auditors of the companyfor consecutive five years.
II) Secretarial Auditors
B.K Gupta & Associates Company Secretaries Ludhiana has been appointed asSecretarial Auditors of the Company by board in their meeting held on 30.05.2017 toconduct the Secretarial Audit for the financial year 2017-18 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 "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 linkhttp://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 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) (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 2017-18 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.Shamli Maria is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offers herself for re-appointment. The Board of Directors recommended herappointment for consideration of the members at the ensuing Annual general Meeting.
Further Board of director in their meeting held on 14.08.2018 designates Smt.Shamli Mara as Chairman Cum Managing Director of the company subject to the approval ofthe members of the company.
Ms. Gargee Sehgal appointed as additional director in the meeting of the boardof director held on 08.06.2018 who can hold the office upto the ensuing annual generalmeeting. In this regard board recommend to the members of the company regarding herappointment as Director of the company as liable to retire by rotation.
Smt. Geeta Rani Director of the company has resigned from the directorship ofthe company w.e.f. 08.06.2018.
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 Jassal who has 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 2017-18 11 meetings of Board of Directors and 4 Meetings ofAudit Committee 4 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 policy establishes the process for the management of risk faced by the Company. Theaim of risk management is to maximize opportunities in all activities and to minimizeadversity. This policy applies to all activities and processes associated with the normaloperations of Northlink Fiscal and Capital Services Limited. The Board of Directors hasadopted Risk Management Policy and same is available on the following linkhttp://www.northlink.co.in/Risk+Management+Policy.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 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 NonExecutive Directors vide there separate meeting held on 31.03.2018 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".
Pursuant to the provisions of Section 177 of Companies Act 2013 and provisions ofRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the company has constitute Audit Committee with the objectives to monitor supervise andeffective management of company's finance to ensure effective internal financial controlsand risk management systems with high level of transparency and accuracy.
Details regarding Audit Committee are given in the Corporate Governance Report whichforms the part of this Annual Report.
DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION134(3) (e) AND SECTION 178(3)
Pursuant to the provisions of Section 178 of Companies Act 2013 and Regulation 19 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of your Company constituted Nomination & Remuneration Committee. The saidCommittee was framed adopted and recommended "Nomination & RemunerationEvaluation Policy" for Directors KMP and Senior Management Personnel. The saidpolicy forms the part of this report which is annexed at "Annexure V".
DISCLOSURE IN RELATION TO VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Policy is formulated to provide opportunity to employees and directors toreport to management concerns about unethical behavior actual or suspended fraud orviolation of the Code of conduct or policy. The mechanism provides for adequate safeguardsagainst victimization of employees and directors who express their concerns and alsoprovides for direct access to Chairman/ Members of Audit Committee in exceptional cases.The policy is applicable to all employees 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.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)Regulations 2015 the report on Corporate Governance together with Auditor's Certificateon compliance 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 2013 andprovisions of RBI Act 1934.
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 tosexual harassment of women at workplace (Prevention prohibition and Redressal) Act 2013.
Your Directors wish to express their grateful appreciation for the valuable support andco-operation 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 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: 14.08.2018 ||Ludhiana-141001 ||Ludhiana-141001 |