DIRECTORS REPORT TO THE MEMBERS Your Directors present their Thirtieth report together with the Audited Financial Statement of your Company for the year ended 31st March, 2015. Dividend No Dividend was declared for the current financial year due to conservation of Profits. Reserves Out of the profits available for appropriation, no amount has been transferred to the General Reserve. Transfer of unclaimed dividend to investor education and protection fund In terms of provisions of Section 125 of the Companies Act, 2013, unclaimed / unpaid Dividend relating to the financial year 2007–2008 has already been transferred by the Company to the Investor Education and Protection Fund established by the Central Government. Operations/ State of the Company’s Affairs During the year the Total Income of the Company has been Rs. 203.81 Lacs as compared to previous year total of Rs. 65.66 Lacs. Our company has made Profit amounting to Rs 137.07 Lacs after tax. Presently the software development, search engine marketing and publication business is being carried out whereas all other businesses were not successful. Therefore, the Board feels the Company should continue with its current business relating to software development, search engine marketing and publication. The Company proposes to venture back into the field of construction and development, which happens to be one of the main objects of the Company Share Capital During the year under the review there is no change in the Issued, Subscribed and Paid up Share Capital for 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. Holding Company / Subsidiary Company During the year under the review the Company didn’t have any Holding Company, Subsidiary, Associate and Joint Venture Company. Management Discussion and Analysis Report The Management Discussion and Analysis Report are not applicable to the Company. Corporate Governance Provisions of the report on the Corporate Governance are not applicable to the Company. Corporate Social Responsibility (CSR) The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. Directors and Key Managerial Personnel During the year under review Mrs. Rupa Modi, Whole Time Director, was appointed as the Chief Financial Officer (Key Managerial Personnel) of the Company w.e.f. 1st October, 2014. Mr. Abhishek Jain was appointed as the Company Secretary of the Company w.e.f 30th September, 2014. Mr. Jain resigned as the Company Secretary w.e.f. 28th May, 2015. Board Evaluation Evaluation of every Director’s performance was done by Nomination and Remuneration Committee. The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof and Chairperson of the Company was carried out by the Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated. 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. Separate Meeting of the Independent Directors The Independent Directors held a Meeting on March 30, 2015 without the attendance of Non-Independent Directors and Members of Management. All the Independent Directors were present at such meeting and at the Meeting they have: i. Reviewed the performance of non-independent directors and the Board as a whole; ii. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties The Present Independent Directors holds a unanimous opinion that the Non-Independent Directors bring to the Board constructive knowledge in their respective field. All the Directors effectively participate and interact in the Meeting. The information flow between the Company’s Management and the Board is satisfactory. Training of Independent Directors The company shall provide suitable training to independent directors to familiarize them with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc. The Policy on the appointment of directors and senior management and policy on remuneration of directors, KMPs and employees are attached herewith and marked as Annexure 1A, Annexure 1B. Declaration of Independent Directors The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. Meetings A calendar of Meetings is prepared and circulated in advance to the Directors. A total of Eight Board Meetings were held during the year 2014-2015 on the following dates: May 7, 2014, May 30, 2014, July 15, 2014, July 30, 2014, September 30, 2014, October 31, 2014, February 14, 2015 and March 30, 2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. Directors’ Responsibility Statement Pursuant to Section 134(3)(c) of the Companies Act, 2013,the Directors, based on the representations received from the operating management and after due enquiry, confirm 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 31st March, 2015 and of the profit 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. Internal Financial Controls and their Adequacy The Company has in place adequate internal financial controls with reference to the financial statements. 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 In compliance with the provisions of Section 177 of the Companies Act, 2013, the Company has constituted a Committee of the Board of Directors knows as the Audit Committee which comprises of two independent Directors, namely Mr. Yogesh Girnara and Mr. Rajendra Lokare and one Executive Director Mr. Minesh Modi. Mr. Yogesh Girnara - Independent Director is the Chairman of the Committee. All members of the Audit Committee possess strong knowledge of accounting and financial management. Chief Financial Officer, the Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings. The Company Secretary, during his tenure, is the Secretary to the Committee. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit observations and corrective action taken by the management are presented to the Audit Committee. The Board has accepted all recommendations of the Audit Committee made from time to time. 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 Company’s 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 link http://www.nsil.co.in 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. Auditors M/s. K U Kothari & Co., Chartered Accountants (ICAI Firm Registration Number 105310W), were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 29th Annual General Meeting (AGM) held on September 30, 2014 until the conclusion of the third consecutive AGM of the Company to be held in the year 2017 (subject to ratification of their appointment by the Members at every AGM held after the AGM held on September 30, 2014). As required under the provisions of section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s. K U Kothari & Co., Chartered Accountants to their appointment and a Certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed there under and that they satisfy the criteria provided in section 141 of the Companies Act, 2013. The Members are requested to ratify the appointment of the Statutory Auditors as aforesaid and fix their remuneration. The notes of the financial statements referred to in the Auditor’s Report are self-explanatory and do not call for any further comments. The Auditor’s Report does not contain any qualification, reservation or adverse remark. Secretarial Auditor The Board has appointed M/s. M. Baldeva Associates, Practising Company Secretaries to conduct the secretarial audit for the financial year 2014-15. The Secretarial Audit report for the financial year ended March 31, 2015 is annexed herewith and marked as Annexure 2 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. 10 to the financial statement). Contracts and Arrangements with Related Parties All contracts/transactions, if any, executed by the Company during the financial year with related parties were on arm’s length basis and in ordinary course of business. In the opinion of the Board there were no material contracts entered into by the Company and therefore the particular required in Form AOC 2 pursuant to Section 188 is not given. Deposits, Loans and Advances Your Company has not accepted any deposits from the public or its employees during the year under review. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as follows: Conservation of Energy The company is not a manufacturing company and hence the details in respect of the above are not applicable. Employee Remuneration No employee was in receipt of remuneration equal to or exceeding Rs. 60 lacs per annum, if employed for the full year or exceeding Rs.5 lacs per month if employed for part of the year. Therefore, statement showing particulars of the employees as required under Section 197 (12) of the Companies Act 2013 read with the Rule 5 of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 as amended, is not applicable. 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 3. Extract of Annual Return The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure 4 and forms part of this Report. General During the year under review, no revision was made in the financial statement of the Company. There are no material changes and commitment affecting financial position of the company which have occurred between the end of the financial year of the Company ie 31st March, 2015, and the date of the Directors Report. No penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital market since the listing of the Company’s equity shares. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operation in future. Sexual Harrassment : Your Director further state that during the year 2014-15, there we no complaints filed pursuant to the Sexual Harrassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Cautionary statement: Certain statements in the Directors’ Report describing the Company’s 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 Company’s operations include labour and material availability, and prices, cyclical demand and pricing in the Company’s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors. Acknowledgment The Directors would like to thank all shareholders, customers, bankers, contractors, suppliers and associates of your Company for the support received from them during the year. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company. For and on behalf of the Board of Directors, Rupa Modi Executive Director & CFO Din No: 00378383 Address: A/83, Vishnu Baug, 137, S V Road, Andheri (West), Mumbai - 400 058. Minesh Modi Chairman & Whole Time Director DIN : 00378378 Add: 507, Laxmi Plaza, Laxmi Industrial Estate, Newlink Road, Andheri (W), Mumbai – 400 053. Date : 25.08.2015 Place : Mumbai |