Directors Report to the Members
Your Directors present their Thirty Eight Annual Report together with the Audited
Financial Statement of your Company for the year ended 31st March, 2023.
Financial Highlights
(Rs. in Lakhs)
| Financial Performance: |
2022-23 |
2021-22 |
| Total Income |
718.93 |
295.51 |
| Total Expenditure |
153.74 |
123.16 |
| Profit Before Depreciation and Tax |
546.89 |
154.09 |
| Less: Deprecation |
18.29 |
18.26 |
| Net Profit before Tax |
565.18 |
172.35 |
| Tax Expense: |
87.72 |
24.47 |
| Income Tax- Current Tax |
49.55 |
- |
| Income Tax-Earlier year |
- |
- |
| Deferred tax Charges/(Credit) |
38.17 |
24.47 |
| Net Profit after Tax |
477.47 |
147.88 |
Dividend
The Board has not recommended any Dividend for the current financial year.
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 was
no unpaid/unclaimed dividend lying with the Company.
As per Sections 124 and 125 of the Companies Act, 2013, the amount of unpaid or
unclaimed dividend lying in unpaid dividend account for a period of seven (7) years from
the date of its transfer to the unpaid dividend account and the underlying Equity Shares
of such unpaid or unclaimed dividend, are required to be transferred to the Investor
Education and Protection Fund ("IEPF") established by the Central Government.
Further, pursuant to section 124 of the Act read with the IEPF Rules all shares on
which dividend has not been paid or claimed for seven consecutive years or more shall be
transferred to IEPF Authority as notified by the Ministry of Corporate Affairs.
In case of the Company there are no dividends / shares and other unclaimed/ unpaid
monies to be transferred to IEPF.
Operations/ State of the Companys Affairs
During the year, the Total Income of the Company has been Rs. 718.93 Lakhs as compared
to previous year total of Rs. 295.51 Lakhs. Our company has made a robust profit amounting
to Rs. 477.47 Lakhs after tax as compared to the last year profit of Rs 147.88 Lakhs.
During the year, Company has gained significantly in view of rally in the equity
markets leading to enhanced value of investment. The Company is exploring various options
for a sustainable growth & profitability.
Share Capital
During the year under the review there is no change in the issued, subscribed,and
paid-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 the
Employee Stock Options Scheme.
Issue of Sweat Equity shares
During the year under the review the Company has not issued any Sweat Equity Shares.
Issue of Shares with Differential rights
During the year under the review the Company has not issued any Shares with
Differential rights.
Holding Company / Subsidiary Company
The Company does not have any Subsidiary, Joint Venture or Associate Company.However,
Jupiter Infomedia Limited is the Holding company of the Company.
Management Discussion and Analysis Report
In accordance with regulation 34 of SEBI (Listing Obligations and Disclose
Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part
of this Report as Annexure - I.
Corporate Governance
As per the Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, which are effective December 1,2015, provisions with
respect to Corporate Governance compliance shall not apply to a listed entity with Paid-up
Capital upto Rs. 10,00,00,000 (Indian Rupees Ten Crore) and Net Worth upto Rs.
25,00,00,000 (Indian Rupees Twenty-Five Crore), as on the last day of previous financial
year.
The Paid-up Share Capital of the Company is Rs. 252.92 Lakhs only and the Net Worth is
Rs.1580.10 Lakhs only and therefore the requirement of compliance with Corporate
Governance is not applicable to the Company.
Corporate Social Responsibility (CSR)
The provisions related to Corporate Social Responsibility are not applicable to the
company.
Directors and Key Managerial Personnel
There are no changes in the Board of Directors of the Company during the year under
review.
The Board Comprises of Mr. Minesh Modi, Whole-time Director and Mrs. Rupa Modi,
Executive Director & Chief Financial Officer. Mr. Yogesh Becharbhai Girnara, Mr.
Rajendra S Lokare and Mr. Premnath T Mishra are the Independent Directors of the Company.
A. Retire by Rotation
In terms of provisions of Section 152(6) of the Act, Mr. MineshModi (DIN 00378378),
being longest in the office, shall retire by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment.
B. Cessation
Ms. Palak Doshi was appointed as Company Secretary and Compliance Officer of the
Company and designated as Key Managerial Personnel of the Company w.e.f. May 31,2022,
pursuant to section 203 of the Companies Act, 2013 and Regulation 6(1) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. Ms. Doshi resigned from the post of Company Secretary of the Company w.e.f. May
31,2023.
C. Appointment
Ms. Aarushi Lad has been appointed as Company Secretary and Compliance Officer of the
Company and designated as Key Managerial Personnel of the Company w.e.f. June 13, 2023,
pursuant to section 203 of the Companies Act, 2013 and Regulation 6(1) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015
D. Reappointment
The term of office of Mr. Minesh Modi as Whole Time Director and Mrs. Rupa Modi as a
Whole Time Director designated as an Executive Director & CFO came to an end on July
13, 2023 and July 25, 2023 respectively. The Board at its meeting held on May09, 2023,
based on recommendations of the Nomination and Remuneration Committee("NRC")
approved the re-appointment of Mr. Modi and Mrs. Modi on such terms and conditions as
recommended by the Nomination and Remuneration Committee, subject to the approval of
members
Board Evaluation
Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclose Requirements) Regulations, 2015 the Board of Directors has carried out an annual
performance evaluation of its own performance, the Directors individually including
Independent Directors. Evaluation was done by Nomination and Remuneration Committee. A
structured questionnaire was prepared after circulating the draft forms, covering various
aspects of the evaluation such as adequacy of the size and composition of the Board and
Committee thereof with regard to skill, experience, independence, diversity; attendance
and adequacy of time given by the Directors to discharge their duties; Corporate
Governance practices etc. The Directors expressed their satisfaction with the evaluation
process.All Directors unanimously expressed that the evaluation outcome reflected high
level of engagement of the Board of Directors and its committees amongst its members with
the 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 of
commission/remuneration from its Holdingor Subsidiary Company
During the year under review, the Company has not paid any commission to any of its
directors. The Company does not have any Subsidiary.The Holding Company has not paid any
commission to any of its Whole Time Directors during the year under review.
Separate Meeting of the Independent Directors
In Compliance with the provision of the Companies Act, 2013 SEBI (Listing Obligations
and Disclose Requirements) Regulations, 2015, the Independent Directors held a Meeting on
January 19, 2023, 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 the
Companys Management and the Board, which is necessary for the Board to perform their
duties effectively and reasonably.
The Independent Directors holds a unanimous opinion that the Non-Independent Directors
bring to the Board constructive knowledge in their respective field. The Independent
Directors expressed their satisfaction with overall functioning and implementations of
their suggestions.
Familiarisation Programme for Independent Directors
The details of programmes for familiarisation of Independent Directors with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company and related matters alongwith
other details as required pursuant to the provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are available on the website of the Company at www.nsil.co.in.
Declaration of Independent Directors
The Company has received necessary declaration from each Independent Director under
section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid
down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors of the Company have complied with the Code for Independent
Directors 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 the
Company have confirmed that they have registered themselves with the databank maintained
by The Indian Institute of Corporate Affairs, Manesar (‘IICA). The Independent
Directors are also required to undertake online proficiency self-assessment test conducted
by the IICA within a period of 2 (Two) year from the date of inclusion of their names in
the data bank, unless they meet the criteria specified for exemption. All the Independent
Directors of the Company meets the criteria specified for exemption and hence none of the
Independent Directors are required to undergo the online proficiency self-assessment test
as conducted by IICA.
In the opinion of the Board, the independent directors possess the requisite integrity,
experience, expertise required under all applicable laws and the policies of the Bank.
Meetings
The Board met 6 times during the financial year.
During the year under review the Board of Directors met 6(six) times on April 28, 2022,
May 31, 2022, July 16, 2022, August 22, 2022, November 1,2022 and January 19, 2023.The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013, Secretarial Standards on Board Meetings and SEBI (Listing Obligations and
Disclosure 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 31,2023, the
applicable Accounting Standards read had been followed and there are no material
departures from the same;
(b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company as at March 31, 2023 and of the profit of the
Company for year ended on that date;
(c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 the
company and that such internal financial controls are adequate and were operating
effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions
of 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 of
Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial
Standards 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 size
and nature of its business. The Audit Committee of the Board periodically reviews the
internal control systems with the management, Internal Auditors and Statutory Auditors and
the adequacy of internal audit function, significant internal audit findings and
follow-ups thereon.
Composition of Audit Committee
The Audit Committee comprises of Mr. Minesh Modi, Mr. Yogesh Girnara and Mr. Rajendra
Lokare. Mr. Yogesh Girnara is the Chairman of the Committee. The role, terms of reference
and powers of the Audit Committee are in conformity with the requirements of the Companies
Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Committee met 5 times during the year under review on
April 28, 2022, July 16, 2022, August 22, 2022, November 01,2022 and January 19, 2023. The
Committee, inter-alia, discussed on financials, audit reports and appointment of auditors.
The Board accepted all recommendations of the Audit Committee made from time to time. 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 3
times i.e. April 28, 2022, May 31,2022 and August 22, 2022.All the members of the
Committee attended all the meetings. The constitution and terms of reference are in
compliance with the provisions of the Act and the applicable regulations of SEBI Listing
Regulations and the SEBI (Share Based Employee Benefits) Regulations, 2014.
Policies on Appointment of Directors and Remuneration of Directors, Key Managerial
Personnel 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 a
Policy on Appointment of Directors and Senior Management and succession planning for
orderly succession to the Board and the Senior Management, which inter alia, includes the
criteria for determining qualifications, positive attributes and independence of
Directors.
Your Company has also adopted the Policy on Remuneration of Directors, Key Managerial
Personnel 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 and
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 Rule
5(2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 further amended by Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016.
The ratio of remuneration of each Director to the median employees remuneration and
other 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, are
forming 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 for
Directors and employees to report genuine concerns in the prescribed manner. The vigil
mechanism is overseen by the Audit Committee and provides adequate safeguards against
victimization of employees and Directors. Whistle Blower Policy is a mechanism to address
any complaint(s) related to fraudulent transactions or reporting intentional
non-compliance with the Companys policies and procedures and any other questionable
accounting/operational process followed. It provides a mechanism for employees to approach
the Chairman of Audit Committee or Chairman of the Company or the Corporate Governance
Cell. During the year, no such incidence was reported, and no personnel were denied access
to the Chairman of the Audit Committee or Chairman of the Company or the Corporate
Governance Cell. The Whistle Blower Policy of the Company is available at web linkhttps://www.nsil.co.in/images/pdf/drafts/Policv
for Whsitle Blower and Vigil Mechanism to be uploaded.pdf
Risk Management
The Company has in place the procedure to inform the Board about the risk assessment
and minimization procedures. Your Company has appropriate risk management systems in place
for identification and assessment of risks, measures to mitigate them, and mechanisms for
their proper and timely monitoring and reporting. Audit Committee has been assigned the
task of ensuring Risk Management, for monitoring and reviewing of the risk assessment,
mitigation and risk management plan from time to time. The Board periodically reviews
implementation and monitoring of the risk management plan for the Company including
identification therein of elements of risks, if any, which in the opinion of the Board may
threaten the existence of the Company.
Statutory Auditors
M/s. Ladha Singhal and Associates (ICAI Firm Registration No.120241W) were appointed as
the Statutory Auditors of the Company to hold office from the conclusion of the 37thAnnual
General Meeting (AGM) held on September 29, 2022 until the conclusion of the ensuing 42ndAGM
of the Company to be held in the year 2027.
Secretarial Auditor
The Board had appointed M/s. Tarun Jain & Associates, Practicing Company
Secretaries to conduct the Secretarial Audit for the financial year 2022-23. The
Secretarial Audit report for the financial year ended March 31,2023 is annexed herewith
and marked as Annexure IV to this Report. The Secretarial Audit Report does not
contain any qualification, reservation, or adverse remark.
Particulars of loans, guarantees or investments under Section 186 of the Companies Act,
2013
There was no loan advanced, guarantees given or security provided by the Company under
Section 186 of the Companies Act, 2013 during the year under review. Particulars of
investments made are provided in the financial statement (Please refer to Note no. 4)to
the financial statement.
Contracts and Arrangements with Related Parties
All contracts/transactions executed by the Company during the financial year with
related parties were on arms length basis and in ordinary course of business. The
particulars of such material contracts or arrangements made with related parties in Form
AOC 2 pursuant to Section 188 is furnished in Annexure -V and is attached to this
report.
The Directors draw attention of the members to note no. 27 to the financial statement
which sets out related party disclosures.
Deposits, Loans and Advances
Your Company has not accepted any deposits from the public or its employees during the
year under review.
Explanation or Comments on Qualifications, Reservations or adverse remarks or
disclaimers made by the Auditors and the Practicing Company Secretary in their reports
There were no qualifications, reservations or adverse remarks made either by the
Auditors 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 not
reported any instances of frauds committed in the Company by its Ofucers or Employees to
the Audit Committee under section 143(12) of the Companies Act, 2013, details of which
needs 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 the
Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy,
technology absorption is annexed herewith and forms part of this report as Annexure VI.
Research and Development
The company has not undertaken any Research and Development activity in any specific
area during the year under review, and hence no cost has been incurred towards same.
Copy of Annual Return
The Annual Return in Form MGT-7 for the financial year ended 31st March, 2023, is
available on the weblink of the Company at https://www.nsil.co.in/financials.html
Material Changes and Commitment affecting Financial Position of the Company which have
occurred between the end of the financial year of the Company
No material changes and commitments have occurred after the closure of the Financial
Year 2022-23 till the date of this Report, which would affect the financial position of
your Company.
Sexual Harassment
The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with the provisions of sexual harassment of women
at workplace (Prevention, Prohibition and Redressal) Act - 2013 and the rules made
thereunder.During the year 2022-23, there were no complaints filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has complied with the provisions relating to the constitution of Internal
Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and 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 Central
Government under sub-section (1) of Section 148 of the Companies Act 2013.
Proceedings under the Insolvency and Bankruptcy Code, 2016 (31 Of 2016)
No Application was made under the Insolvency and Bankruptcy Code, 2016 during the year
under review. Hence there are no proceedings pending under the said Code.
General
1. During the year under review, no revision was made in the financial statement of the
Company.
2. During the year, the Company has not made any one-time settlement for loans taken
from the Banks or Financial Institutions, and hence the details of difference between
amount of the valuation done at the time of one time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof
is not applicable.
Cautionary statement:
Certain statements in the Directors Report describing the Companys objectives,
projections, estimates, expectations or predictions may be forward-looking statements
within the meaning of applicable securities laws and regulations. Actual results could
differ from those expressed or implied. Important factors that could make a difference to
the Companys operations include labour and material availability, and prices, cyclical
demand and pricing in the Companys principal markets, changes in government regulations,
tax regimes, economic development within India and other incidental factors.
Appreciation and Acknowledgement
The Directors would like to thank all shareholders, the Ministry of Corporate Affairs,
the Securities and Exchange Board of India, the Government of India and other Regulatory
Authorities, the BSE Limited, Bankers, Members, Customers, contractors, suppliers,
associates and Employees of the Company for their continued support and trust. Your
Directors would like to express deep appreciation for the commitment shown by the
employees in supporting the Company in achieving continued robust performance on all
fronts.
For and on behalf of the Board of Directors,
| Minesh Modi |
Rupa Modi |
| Whole Time Director |
Executive Director & CFO |
| DIN: 00378378 |
DIN: 00378383 |
Date: July 21,2023
Place: Chicago
+91-9892691696
