The Directors of your Company have the pleasure in presenting the 30th Annual Report of the
Company together with the Audited Financial Statements for the year ended 31st March,
2024.
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 2024 is
summarized below:-
(Amount in ‘000'1
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Particulars
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2023-24
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2022-23
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Total Income (Operating and other income)
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5,034.47
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5,014.44
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Total Expenses
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5,982.24
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4,611.78
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Less: Depreciation
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(1062.60)
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(516.12)
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Profit/(Loss) for the year after depreciation before Tax and
exceptional and extra ordinary items
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(947.77)
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402.65
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Less: Exceptional and extra ordinary items
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---
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--
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Profit/ (Loss) before Tax
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(947.77)
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402.65
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Less :- Current Tax
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---
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(84.17)
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:- Adjustment of Deferred Tax
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(570.14)
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(264.43)
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Profit/(Loss) after Tax
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(1,517.91)
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582.90
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FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the year under review, your company's operating and other income was Rs.
50,34,471.58/- (previous year Rs. 50,14,441/-). The company has incurred losses of Rs.
15,17,907.16 as compared to previous year profit after tax of Rs. Rs. 5,82,902.31.
INFORMATION ON STATE OF COMPANY'S 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 2024.
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 incurred losses and could not transferred
20% of its profit to Statutory Reserves as per Section 45-IC of Reserve Bank of India Act, 1934.
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, 2024 was Rs. 5.25 Cr. During the year 2023-24 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 Section186 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 arm's 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 Actand
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-7-31-03-2024.pdf
AUDITOR'S OF THE COMPANY
a) Statutory Auditors
At the 29th Annual General Meeting of the company held on 30th September, 2024 M/s K R
Aggarwal & Associates, Chartered Accountants, Ludhiana, (FRN 030088N), were appointed
as Statutory Auditors of the company to hold the office till the conclusion of 34th AGM of the
company in terms of provisions of section 139(1) of the Companies Act, 2013. As per <CA
Circular, their appointment need not to be ratified I every AGM. Hence, the requisite
resolution doesn't form part of the AGM Notice.
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, 2024. 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 Board's report, a Secretarial Audit Report given by a Company Secretary in
Practice, in the prescribed form.
The Board had appointed M/s Jatin Singal & Associates, Practicing Company Secretary, as
Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year
2023-24. 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, 2024. The Report form part of this report as “Annexure-III”. The Auditor Report
is self-explanatory, therefore does not requires any comments from the board.
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 accountingprocedures,
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) (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.
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 HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no Holding/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,
Chairperson 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 & 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 2023-24, 7 Meetings of Board of Directors and 4 Meetings of Audit
Committee, 1 Meeting of the Stakeholders Relationship Committee and 2 Meetings of
Nomination and Remuneration Committee of the company were held. Detailed information
about the meetings is given in Corporate Governance Report, which forms thepart 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
Company's 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 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 their separate meeting held on 14.02.2024 at the registered office of the
Company.
AUDIT COMMITTEE
Pursuant to the provisions of Section 177 of Companies Act, 2013 and provisions ofRegulation
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 company's finance, to ensure effective internal financial controls and risk
management systems with high level of transparency andaccuracy. 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 “Annexure-IV”.
DIRECTORS RESPONSIBILTY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company
confirms that-
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In the preparation of the annual accounts, the applicable accounting
standardshad been followed along with proper explanation relating to material
departures;
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They had selected such accounting policies and applied them consistently and
madbe 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;
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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;
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They had prepared the annual accounts on a going concern basis; and
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They had laid down internal financial controls to be followed by the company
andthat such internal financial controls are adequate and were operating
effectively.
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They had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.
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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 Chairperson/ 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 2023-24 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 Auditor's Certificateon
compliance with this regard and Managing Director's 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 company's operation in future. Your director further state
that during the year under review, there were no case filed pursuant to sexualharassment
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 Company's 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)
Chairperson cum Managing Director
DIN 02915048
Place: Ludhiana
Date: 04.09.2024
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