Northlink Fiscal & Capital Services Ltd Directors Report.

Dear Members

Your Directors have the pleasure in presenting the 25th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2019.

FINANCIAL RESULTS

Amount (Rs. In Lakh)

Particulars 2018-19 2017-18 2016-17
Operating and other income 904.92 416.52 419.63
Profit/(Loss) before Depreciation, exceptional and extra ordinary items and tax 26.37 24.68 22.79
Less: Depreciation (17.64) (15.87) (13.13)
Profit/(Loss) for the year after depreciation before Tax and exceptional and extra ordinary items 8.73 8.81 9.66
Less: Exceptional and extra ordinary items - - -
Profit/ (Loss) before Tax 8.73 8.81 9.66
Less: Transfer to Statutory Reserve (1.75) (1.76) (1.93)
Less: Provision for taxation (3.96) (1.68) (2.33)
Adjustment of Deferred Tax (8.71) 0.20 (0.40)
Profit/(Loss) after Tax (5.69) 5.57 5.00

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review, your companys operating and other income was Rs. 904.92 Lakh (previous year Rs. 416.52 Lakh). The company has suffered net loss of Rs 5.69Lakh (Previous year profit of Rs. 5.57 Lakh) during the period under review.

INFORMATION ON STATE OF COMPANYS AFFAIR

The Company was incorporated in the year 1994 and started its commercial operations on 30.12.1994. The Company is a NBFC registered with Reserve Bank of India vide Certificate No.06.00130 dt.09.09.1998 issued by Reserve Bank of India, Chandigarh.

DIVIDEND

During the year under review, the Company has suffered net losses of Rs. 5.69 Lakh. Thus, your directors do not recommend any dividend for the year ended 31st March, 2019.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no dividend declared and paid last year, the provisions of Section 125 of 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 gross profits of Rs. 8.73 Lakh and Rs. 1.75 lakh is being transferred to Statutory Reserves.

CHANGES IN SHARE CAPITAL

There is no Change in the authorized share capital and paid up capital of the company during the financial year 2018-19.

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 of financial statements attached with this report.

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 company required to disclose information related to remuneration paid during the year. The detailed 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 financial year with related parties were in the ordinary course of business and on an arms length basis. The Board of Directors of the company has adopted Related Party Transaction Policy and same is available on the following link http://www.northlink.co.in/related-party-policy.pdf

Further all the necessary details of transaction entered with the related parties as defined under Section 188 of the Companies Act, as defined under Section 2 (76) of the said Act are attached herewith in form No. AOC-2 for your kind perusal and information as “Annexure II”.

EXTRACT OF ANNUAL RETURN IN FORM MGT-9 AS PER THE REQUIREMENT OF SECTION 92(3), SECTION 134(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 been enclosed with this report as “Annexure III”.

AUDITORS

I) Statutory Auditors

At the 24th annual general meeting of the company held on 26.09.2018 M/s. Parmod G Gupta & Associates, Chartered Accountants, Ludhiana, (FRN 018870N), were appointed as statutory auditor of the company to hold the office till the conclusion of 29th AGM of the company in terms of provisions of section 139(1) of the Companies Act, 2013.

Further, the Statutory Auditors of the Company have submitted Auditors Report on the accounts of the Company for the accounting year ended 31st March, 2019. The Auditors Report is self-explanatory and requires no comments.

II) Secretarial Auditors

B.K Gupta & Associates, Company Secretaries, Ludhiana has been appointed as Secretarial Auditors of the Company by board in their meeting held on 30.05.2017 to conduct the Secretarial Audit for the financial year 2018-19.

The Secretarial Auditors of the Company have submitted their Report in Form MR-3 as required under Section 204, of the Companies Act, 2013 for the financial year ended 31st March, 2019. The Report forms part of this report as Annexure IV.

III) Internal Auditors

The audit plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations. Based on the reports of internal audit function process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions thereon are presented to the Audit Committee of Board. Sh. Umesh Sharma has been appointed as an Internal Auditor of the company under section 138 of Companies Act, 2013 to conduct internal audit of functions and activities of the company.

INVESTOR SERVICES

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 and Share Transfer Agents (RTA) of the Company for transfer, dematerialization of shares and other investor related services. No correspondence/enquiry from any shareholder/ investor is 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 financial year of the Company to which Balance Sheet relates and date of report, which affects the financial 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 Companies Act, 2013 in respect of conservation of energy and technology absorption has not been furnished considering the nature of activities undertaken by the company during the year under review. There are no foreign exchange earnings.

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, Ms. Gargee Sehgal is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board of Directors recommended her appointment for consideration of the members at the ensuing Annual general Meeting.

• Board of Director recommend the second term of appointment of Sh. Bharat Soni as an Independent Director by the members of the company at the ensuing annual general meeting of the company.

In terms of the requirement of regulation 17(1A) of the Listing Regulations, special resolution for appointment/continuation of directorship in the Company of directors who have attained or will attain the age of 75 years forms part of the notice of the ensuing AGM.

Further as per Sec 149 (10) an Independent Director, if eligible, shall be re-appointed for the second term by the members only after passing special resolution.

Accordingly, resolutions seeking approval of the members for the aforementioned appointments/re-appointments forms part of notice convening the 25th AGM.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149 OF THE COMPANIES ACT, 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 of independence 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 THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

NUMBER OF MEETINGS

During the Financial year 2018-19, 5 meetings of Board of Directors and 4 Meetings of Audit Committee, 3 Meetings of the Stakeholders Relationship Committee and 2 meeting of Nomination and Remuneration Committee of the company were held. Detailed information about the meetings is given in Corporate Governance Report which forms the part of Annual Report.

RISK MANAGEMENT POLICY

The policy establishes the process for the management of risk faced by the Company. The aim of risk management is to maximize opportunities in all activities and to minimize adversity. This policy applies to all activities and processes associated 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 the following link http://www.northlink.co.in/Risk+Management+Policy.pdf

EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT

Pursuant to the above said provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, directors individually as well as the evaluation of the Committees as per the Criteria laid down in the Nomination Remuneration Evaluation policy. Further the Independent directors have also reviewed the performance of the Non-Independent Directors and Board as a whole including reviewing the performance of the Chairperson of the Company taken into account the views of the Executive Directors and Non-Executive Directors vide there separate meeting held on 30.03.2019 at the registered office of the Company.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of Companies Act, 2013 and provisions of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has constitute Audit Committee with the objectives to monitor, supervise and effective management of companys finance, to ensure effective internal financial controls and risk management systems with high level of transparency and accuracy.

Details regarding Audit Committee are given in the Corporate Governance Report which forms the part of this Annual Report.

DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178(3)

Pursuant to the provisions of Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of your Company constituted Nomination & Remuneration Committee. The said Committee was framed, adopted and recommended “Nomination & Remuneration Evaluation Policy” for Directors, KMP and Senior Management Personnel. The said policy 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, 2013, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Policy is formulated to provide opportunity to employees and directors to report to management concerns about unethical behaviour, actual or suspended fraud or violation of the Code of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and directors who express their concerns and also provides 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 be accessed on the Companys 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 the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) They had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) They had 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) 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 and that such internal financial controls are adequate and were operating effectively.

(f) They had devised proper systems to ensure compliance with the provisions of all applicable 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 Auditors Certificate on compliance with this regard and Managing Directors declaration in this regarding compliance of code of conduct by Board Members and Senior Management Personnel is attached and 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 annexed herewith and forms the part of this Annual Report.

GENERAL DISCLOSURE

Your Director state that no disclosure or reporting is required in respect of the following 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 and provisions 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 under any scheme.

4. No significant or Material order were passed by the regulators or courts or tribunal which impact the going concern states and companys operation in future, your director further state that during the year under review, there were no case filed pursuant to sexual harassment of women at workplace (Prevention, prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Companys valued customers for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and look forward to the continuance of this supportive relationship in future.

Your Directors also places on record their deep sense of appreciation for the devoted services of the employees during the period under review.

By Order of the Board
For Northlink Fiscal and Capital Services Limited
sd/-
(Shamli Maria)
Chairman cum Managing Director
DIN 02915048
Place: Ludhiana 62-B, Kitchlu Nagar,
Date: 14.08.2019 Ludhiana-141001