DEAR MEMBERS
The Directors of your Company have the pleasure in presenting the 29th
Annual Report of the Company together with the Audited Financial Statements for the year
ended 31sl March, 2023.
INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs (MCA), The Financial Statements from
the year ended March 31, 2020 onwards has been prepared in accordance with INDIAN
ACCOUNTING STANDARDS (Ind AS), notified under Section 133 of the Companies Act, 2013 read
with the relevant rules as amended from time to time and the other recognized accounting
practices and policies to the extent applicable. These financial statements are prepared
under Ind AS.
FINANCIAL RESULTS
The Financial Performance of your company for the year ended 31st March 2023
is summarized below:-
(Amount in 000)
Particulars |
2022-23 |
2021-22 |
Total Income (Operating and other income) |
5,014.44 |
5,553.32 |
Total Expenses |
4611.78 |
5,218.43 |
Profit/(Loss) before Depreciation, exceptional and extra ordinary
items and tax |
918.77 |
885.08 |
Less: Depreciation |
(516.12) |
(550.19) |
Profit/(Loss) for the year after depreciation before Tax and
exceptional and extra ordinary items |
402.65 |
334.89 |
Less: Exceptional and extra ordinary items |
- |
|
Profit/ (Loss) before Tax |
402.65 |
334.891 |
Less:- Current Tax |
(84.17) |
(52.24) |
:- Adjustment of Deferred Tax |
(264.43) |
(109.68) |
Profit/(Loss) after Tax |
582.90 |
172.97 |
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the year under review, your companys operating and other income was Rs.
50,14,441/- (previous year Rs. 55,53,320/-). The company has earned profit after tax of Rs
5,82,902.31 as compared to previous year profit after tax of Rs. 1,72,971.03.
INFORMATION ON STATE OF COMPANYS AFFAIRS
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, management has not recommended any dividend for the year
ended 31st March 2023.
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, company has duly transferred 20% of its profit to
Statutory Reserve as per Section 45-IC of Reserve Bank of India Act, 1934 i.e. the company
has earned profit before tax of Rs. 4,02,653.48 and profits after tax of Rs. 5,82,902.31
and as required Rs. 66,980 has been transferred to Statutory Reserves.
CHANGES IN SHARE CAPITAL
There was no change in the share capital of the company during the year under review.
Authorized Share Capital as at 31st March, 2023 was Rs. 5.50 Cr and paid up
capital as at 31st March, 2023 was Rs. 5.25 Cr. During the year 2022-23 under
review, your Company has not issued any share including sweat equity or ESOP and/or
Convertible Debentures.
CORPORATE SOCIAL RESPONSIBILITY
Section 135 of Companies Act, 2013 in respect of the provisions of Corporate Social
Responsibility (CSR) is not applicable to the company during the year under review.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186
Company being a NBFC, provisions of Sectionl86 of the Companies Act, 2013 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/policy-on-dealing-with-the-related-party-transactions.pdf
Further all the necessary details of transactions entered with the related parties as
defined under Section 188 of the Companies Act, 2013 and related party 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".
ANNUAL RETURN
In accordance with the requirements under section 92(3) and section 134(3)(a) of the
Act and the applicable rules, the Annual Return as on March 31, 2023 is available on the
website of the Company at the link: http: //northlink.co.in /mgt-7-31-03-2023.pdf
AUDITORS OF THE COMPANY
a) 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 Auditors 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, and their term of appointment comes to end. Accordingly, the Board
recommends the appointment of K R Aggarwal & Associates, Chartered Accountants, (Firm
Registration No: 030088N) as statutory auditors of the Company, to hold office for a
period of 5 years from the conclusion of this 29th Annual General Meeting (AGM)
of the Company till the conclusion of the 34th Annual General Meeting in place
of M/s Parmod G. Gupta & Associates.
Further, the outgoing Statutory Auditors of the Company have submitted Auditors Report
on the accounts of the Company for the financial year ended 31st March, 2022.
The Auditors Report is self-explanatory and therefore do not call for any further
explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
b) Secretarial Auditor
Pursuant to Section 204 of the Companies Act, 2013 inter-alia requires every listed
company to annex with its Boards report, a Secretarial Audit Report given by a Company
Secretary in Practice, in the prescribed form. The Board had appointed M/s. B.K. Gupta
& Associates, Practicing Company Secretary, as Secretarial Auditor of the Company to
conduct the Secretarial Audit for the financial year 2022-23. The Secretarial Auditor 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, 2023. The Report
form part of this report as "Annexur-III". The Auditor Report is
self-explanatory, therefore does not requires any comments from the board.
Your company hereby further informs you that the CS Jatin Singal Prop, of M/s Jatin
Singai & Associates has been appointed as Secretarial Auditor for the F/Y 2023-24 to
conduct the Secretarial Auditor.
c) Internal Auditor
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.
COST RECORDS
As your Company is not a manufacturing company, the cost records are not required to be
maintained by your Company pursuant to an order passed by the Central Government.
DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITORS REQUIRED UNDER SECTION 148 (12) OF
COMPANIES ACT, 2013.
During the year under review, the Statutory Auditors have mentioned that no fraud by
its officers or employees of the Company has been noticed or reported during the year.
CHANGES IN NATURE OF BUSINESS
There was no change in the nature of business of the company during the year under
review.
DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (1) 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.
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.
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.
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. Shamli
Madia, Chairman cum Managing Director of the company is liable to retire by rotation at
the ensuing Annual General Meeting and being eligible, she offered herself for
re-appointment. The Board of Directors recommended her appointment for consideration of
the members at the ensuing annual general meeting.
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 & SI
Singh Jassal who has given declaration that they meet the eligible criteria of indepen
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 2022-23, 5 Meetings of Board of Directors and 5 Meetings of
Audit Committee, 1 Meeting of the Stakeholders Relationship Committee and 1 Meetings 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.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the
Institute of the Company Secretaries of India.
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. Risk Management Policy is
designed to avoid events, situations or circumstances which may lead to negative
consequences on the Companys Businesses, and define a structured approach to manage
uncertainty and to make use of these in their decision-making pertaining to all Business
divisions and corporate actions. Key business risks and their mitigation are considered in
the Annual/Strategic Business Plans and in the periodic Management Reviews.
EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITH
REFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT, 2013
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
policy.
Further, Independent directors have also reviewed the performance of the NonIndependent
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 their separate meeting held on 14,02.2023 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 SECTION178 (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 "Annexur-IV".
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 system were adequate and operating
effectively. |
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 behavior, 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
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.
Vigil Mechanism and Whistle Blower Policy is available on the following link: http://www.northlink.co.in/Whistle%20Blower%20Policy.pdf
CORPORATE GOVERNANCE REPORT
Provisions of the Corporate Governance was not applicable to the Company during the
financial year 2021-22 as your company is falling under the exemption provided under
Regulation 15 (2) of SEBI (LODR) Regulations, 2015. Your Company followed some of the
provisions of Corporate Governance on voluntary basis.
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)
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.
5. No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the financial year is not applicable; and
6. The requirement to disclose the details of difference between amount of the
valuation done at the time of onetime settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
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 Madia) |
|
Chairman cum Managing Director |
|
DIN 02915048 |
| Place: Ludhiana |
62-B, Kitchlu Nagar, |
| Date: 30.08.2023 |
Ludhiana-141001 |
+91-9892691696
