Dear Members,
Your Directors take pleasure in presenting their 40th Annual Report on the
business and operations of your Company, together with the audited financial statements,
for the year ended March 31, 2025.
1. Financial Highlights
| Financial Performance: |
2024-25 |
2023-24 |
| Total Income |
935.94 |
1251.51 |
| Total Expenditure |
245.24 |
160.38 |
| Profit Before Depreciation and Tax |
650.58 |
1072.83 |
| Less: Deprecation |
20.12 |
18.29 |
| Net Profit before Tax |
690.70 |
1091.13 |
| Tax Expense: |
155.38 |
171.23 |
| Income Tax- Current Tax |
164.37 |
138.05 |
| Income Tax-Earlier year |
0.10 |
(3.38) |
| Deferred tax Charges/(Credit) |
(9.09) |
36.56 |
| Net Profit after Tax |
535.32 |
919.90 |
2. Dividend and Reserves
In order to conserve its resources for future growth, the Directors do not recommend
any dividend for the year under review. The Board has not proposed to transfer any amount
to the General Reserves.
3. Operations/ State of the Company's Affairs
During the year, the total income of the Company has been Rs. 935.94 Lakhs as
compared to the previous year's total of Rs. 1251.51 Lakhs. Our Company has made a
profit amounting to Rs 535.32 Lakhs after tax as compared to the last year profit
of Rs 919.90 Lakhs.
The Company is exploring various options for a sustainable growth & profitability.
4. 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 2024-25 till the date of this Report, which would affect the financial position of
your Company.
5. Holding Company / Subsidiary Company
The Company does not have any Subsidiary, Joint Venture or Associate Company. However,
Jupiter Infomedia Limited, a BSE listed company, is the Holding company of the Company.
6. Open Offer details
Netlink Solutions (India) Limited ("target Company") has received the Public
Announcement dated May 06, 2025 about the Open Offer to the Public Shareholders of the
Target Company on behalf of M/s Arix Capital Limited, (Acquirer 1), and Mrs. Kajal Gopal
Baldha, (Acquirer 2), Mr. Punitbhai Bavanjibhai Lakkad (Acquirer 3) (hereinafter the
"Acquirers") of 6,57,599 fully paid-up equity shares of the Target Company
having a face value of INR 10 representing 26.00% of Voting Share Capital of the Company.
The Open Offer has been made pursuant to and in compliance with Regulations 3(2) and 4 of
the Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 and subsequent amendments thereto ("SAST
Regulations").
7. 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.
Accordingly, the unclaimed dividend in respect of the financial years 2003-04 to 2008-09
was transferred to the IEPF and the Company has also transferred 21,925 Equity shares into
the IEPF Account on 29/05/2020 vide SRN R42014555. Out of the above, 1400 equity shares
and total dividend of Rs.160 thereon have since been claimed by the respective members.
The eligible Members can claim their shares from the website of IEPF (http:
//www.iepf.gov.in) for filing the claim for refund.
8. Contracts and Arrangements with Related Parties
All contracts/transactions executed by the Company during the financial year with
related parties were on an arm's length basis and in the ordinary course of business. The
particulars of such material contracts or arrangements made with related parties in e-Form
AOC-2 pursuant to Section 188 is furnished in Annexure -I and are attached to this
report.
9. 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 - II.
10. Auditors and Audit Report 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 37th
Annual General Meeting (AGM) held on September 29, 2022 until the conclusion of the
ensuing 42nd AGM of the Company to be held in the year 2027.
Secretarial Auditor
Pursuant to Regulation 24A of the Listing Regulations read with provisions of Section
204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, your Directors had appointed M/s. Tarun Jain & Associates, Company
Secretaries to undertake the Secretarial Audit of the Company for the financial year
2024-25. In this regard, the Secretarial Audit Report submitted by the Secretarial Auditor
is annexed as Annexure III.
Your Directors are pleased to inform you that the report from the Secretarial Auditors
does not contain any qualifications or reservation or other adverse remarks.
Further, in terms of amended provisions of Regulation 24A of the Listing Regulations,
the Board has appointed and recommended appointment of M/s. Malay Desai & Associates,
Practicing Company Secretaries as Secretarial Auditors of the Company for a term of five
(5) consecutive financial years commencing from April I, 2025 till March 31, 2030. The
appointment will be subject to shareholder's approval at the ensuing AGM.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the FY25 for all applicable compliances as per
SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial
Compliance Report duly signed by Mr. Tarun Jain, Partner in M/s. Tarun Jain &
Associates, Practicing Company Secretaries has been submitted to the Stock Exchanges and
is annexed at Annexure IV to this Board's Report.
Secretarial Audit of Material Unlisted Indian Subsidiary
There is no Material Unlisted Indian Subsidiary of the Company as on March 31, 2025 and
as such the requirement under Regulation 24A of the Listing Regulations regarding the
Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company
for the FY25.
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 Officers or Employees to
the Audit Committee under section 143(12) of the Companies Act, 2013.
Maintenance of Cost Records
The Company is not required to maintain cost records as specified by the Central
Government under subsection (1) of Section 148 of the Companies Act 2013.
II. 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.
12. Deposits
Your Company has not accepted any deposits from the public or its employees during the
year under review.
13. 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 V-A and Annexure V-B and
form part of this Report.
14. Particulars of Employees and related 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 VI.
15. Board
Directors or Key Managerial Personnel who were Appointed or have resigned during the
Year As on March 31, 2025, the composition of the Board is as follows:
| Name of director |
Designation |
| 1 Mr. Minesh Vasantlal Modi |
Whole-Time Director |
| 2 Mrs. Rupa Minesh Modi |
Whole Time Director designated as Executive & Chief Financial Office |
| 3 Mr. Manoj Ashok Pardhee |
Non-Executive, Independent Director |
| 4 Mr. Pankaj Vrajlal Sodha |
Non-Executive, Independent Director |
| 5 Mr. Kaushal Shambhu Ameta |
Non-Executive, Independent Director |
| 6 *Mr. Yogesh Becharbhai Girnara |
Non-Executive, Independent Director |
| 7 *Mr. Premnath Tidiprasad Mishra |
Non-Executive, Independent Director |
| 8 *Mr. Rajendra Shishupal Lokare |
Non-Executive, Independent Director |
| 9 Ms. Aarushi Hasmukh Lad |
Company Secretary & Compliance Officer |
*Completed their second term as Independent Directors on September 30, 2024.
On the basis of the written representations received from the Directors, none of the
above Directors is disqualified under Section 164 of the Act.
Key Managerial Personnel
In terms of Section 203 of the Companies Act, 2013, the Key Managerial Personnel are
Mr. Minesh Vasantlal Modi, Whole Time Director, Mrs. Rupa Minesh Modi, Whole Time Director
designated as Executive Director & Chief Financial Officer and Ms. Aarushi Lad,
Company Secretary & Compliance Officer as on March 31, 2025. During the year under
review, there has been no changes in the Key Managerial Personnel of the Company.
16. Declaration of Independent Directors
The Company has received necessary declaration from each Independent Director under
section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of the SEBI Listing
Regulations, that he meet the criteria of Independence laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.
The Board is of the opinion that there has been no change in the circumstances which
may affect their status as Independent Directors of the Company and the Board is satisfied
of the integrity, expertise, and experience of all Independent Directors.
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 of the Company have complied with the Code for Independent
Directors prescribed in Schedule IV of the Companies Act, 2013.
17. Directors Retiring by Rotation
Pursuant to the provisions of Section 152 (6) of 'the Act', Mr. Minesh Vasantlal Modi
(DIN: 00378378), Director of the Company, is liable to retire by rotation at the ensuing
Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The
Board of Directors recommend his re-appointment and propose the same for the approval of
the members at the ensuing Annual General Meeting of the Company.
18. Board Evaluation
Pursuant to provisions of the Companies Act, 2013 and SEBI Listing Regulations the
Board has carried out an annual performance evaluation of its own performance, and that of
its Committees as well as performance of all the Directors individually including
Independent Directors, and Executive Director and CFO. 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.
19. Familiarisation Programme for Independent Directors
The Board of the Company are afforded many opportunities to familiarise themselves with
the Company, its Management and its operations. The Directors are provided with all the
documents to enable them to have a better understanding of the Company, its various
operations and the industry in which it operates.
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 along with
other details as required pursuant to the provisions of the SEBI Listing Regulations are
available on the website of the Company at
https://nsil.co.in/images/pdf/drafts/Independent Directors Familiarization Programs.pdf.
20. 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, 2025, 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, 2025 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.
21. Board Meetings and Annual General Meeting
The Board met 6 times during the financial year.
During the year under review the Board of Directors met 6 (six) times on April 23,
2024, May 29, 2024, August 01, 2024, August 30, 2024, November 13, 2024 and January 30,
2025. The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013, Secretarial Standards on Board Meetings and SEBI Listing Regulations
as amended from time to time.
The 39th Annual General Meeting (AGM) of the Company was held on September 30, 2024
through Video Conferencing /Other Audio Visual Means.
22. Separate Meeting of the Independent Directors
In Compliance with the provision of the Companies Act, 2013 SEBI Listing Regulations,
the Independent Directors of your Company meet without the presence of the Executive
Director or other Non-Independent Directors or Chief Financial Officer or any other
Management Personnel.
The Independent Directors held a Meeting on January 30, 2025, 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
Company's 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.
23. Audit Committee
The Audit Committee of the Company had been constituted and functions in accordance
with provisions of Section 177 of 'the Act' and SEBI Listing Regulations.
The Committee comprises of 3 directors having accounting and finance back-ground. The
composition of the Committee and attendance of the members during the financial year
2024-25 is given hereunder:
| Name of the Member |
Member/ Chairman |
Number of Meetings Attended |
Date of Cessation |
| Mr. Yogesh Becharbhai Girnara |
Chairman |
2/2 |
30-09-2024 |
| Mr. Rajendra Shishupal Lokare |
Member |
2/2 |
30-09-2024 |
| Mr. Minesh Vasantlal Modi |
Member |
4/4 |
- |
| *Mr. Pankaj Vrajlal Sodha |
Chairman |
2/2 |
- |
| *Mr. Kaushal Shambhu Ameta |
Member |
2/2 |
- |
independent Directors appointed w.e.f. August 30, 2024, and were inducted in the said
committee w.e.f. September 30, 2024, and Mr. Pankaj Vrajlal Sodha Chaired 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
Regulations.
The Committee met 4 times during the year under review i.e. April 23, 2024, August 01,
2024, November 13, 2024 and January 30, 2025. 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.
24. Nomination and Remuneration Committee
The Committee comprises of 3 Independent Directors having accounting and finance
back-ground. The details of composition of the Committee for the FY ended on March 31,
2025, is as under:
| Name of the Member |
Member/ Chairman |
Number of Meetings Attended |
Date of Cessation |
| Mr. Yogesh Becharbhai Girnara |
Chairman |
3/3 |
30-09-2024 |
| Mr. Rajendra Shishupal Lokare |
Member |
3/3 |
30-09-2024 |
| Mr. Premnath Tidiprasad Mishra |
Member |
3/3 |
30-09-2024 |
| *Mr. Pankaj Vrajlal Sodha |
Chairman |
Not Applicable for FY 2024-25 |
- |
| *Mr. Kaushal Shambhu Ameta |
Member |
Not Applicable for FY 2024-25 |
- |
| *Mr. Manoj Ashok Pardhee |
Member |
Not Applicable for FY 2024-25 |
- |
* Independent Directors appointed w.e.f. August 30, 2024, and were inducted in the said
committee w.e.f. September 30, 2024, and Mr. Pankaj Vrajlal Sodha Chaired the committee.
The role, terms of reference and powers of the Nomination and Remuneration Committee
are in conformity with the requirements of the Companies Act, 2013 and applicable
regulations of the SEBI Listing Regulations.
The Committee met 3 times during the year under review i.e. April 23, 2024, August 01,
2024 and August 30, 2024.
All the members of the Committee attended all the meetings. The constitution are in
compliance with the provisions of the Act and the applicable regulations of SEBI Listing
Regulations and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021.
25. Stakeholders Relationship Committee
In terms of the requirements of Section 178 of the Act and Regulation 20 of the Listing
Regulations, the Stakeholders' Relationship Committee of the Company consists of Four (4)
members. The details of composition of the Committee for the FY ended on March 31, 2025,
is as under:
| Name of the Member |
Member/ Chairman |
Number of Meetings Attended |
Date of Cessation |
| Mr. Yogesh Becharbhai Girnara |
Chairman |
- |
30-09-2024 |
| Mr. Rajendra Shishupal Lokare |
Member |
- |
30-09-2024 |
| Mr. Premnath Tidiprasad Mishra |
Member |
- |
30-09-2024 |
| *Mr. Pankaj Vrajlal Sodha |
Chairman |
1/1 |
- |
| *Mr. Minesh Modi |
Member |
1/1 |
- |
| *Mr. Kaushal Shambhu Ameta |
Member |
1/1 |
- |
| *Mr. Manoj Ashok Pardhee |
Member |
1/1 |
- |
* Independent Directors appointed w.e.f. August 30, 2024, and were inducted in the said
committee w.e.f. September 30, 2024, and Mr. Pankaj Vrajlal Sodha Chaired the committee.
The Committee met 1 time during the year under review i.e. January 30, 2025.
26. Corporate Governance
A report on Corporate Governance along with a certificate from the Secretarial Auditor
of the Company regarding the compliance with the conditions of Corporate Governance as
stipulated under the SEBI Listing Regulations, forms part of this Annual Report as Annexure
VII.
27. 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 for Directors & Employees is available at web link
https://www.nsil.co.in/images/pdf/drafts/Policy for Whsitle Blower and Vigil Mechanism to
be uploade d.pdf
28. 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 2024-25, 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.
The following is a summary of sexual harassment complaints received and disposed off
during the year:
| Number of sexual harassment complaints received |
Number of complaints disposed off during the year |
Number of cases pending for more than ninety days |
| NIL |
NIL |
NIL |
29. Compliance with the provisions relating to the Maternity Benefit Act 1961
The provisions of the Maternity Benefit Act, 1961 and rules made thereunder are not
applicable to the Company as the number of employees of the Company are less than 10.
30. 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.
31. Corporate Social Responsibility ("CSR")
During the financial year 2024-25, the Company did not earn net profits as computed
under Section 198 of the Companies Act, 2013. Accordingly, there was no statutory
obligation to incur any expenditure towards Corporate Social Responsibility
("CSR") activities during the year.
In line with the above and in accordance with the provisions of Section 135 of the Act,
the requirement for constitution of the CSR Committee shall not be applicable for the said
financial year and the functions of such Committee be discharged by the Board of Directors
of Company.
Consequently, the requirement to annex an Annual Report on CSR Activities, as
prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules,
2014, does not arise for the financial year 202425.
In terms of Section 135 of the Act read with Companies (Corporate Social Responsibility
Policy) Rules, 2014, your Company has also formulated a CSR Policy which is available on
your Company's website at
https://www.nsil.co.in/images/pdf/drafts/Corporate%20Social%20Responsibility%20Policy
Netlink.docx. pdf.
32. 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, foreign exchange earnings and outgo forms part of this report as Annexure
VIII.
33. Share Capital
During the year under the review there is no change in the issued, subscribed, and
paid-up share capital of the Company.
a) Employee Stock Options Scheme
During the year under the review the Company has not issued any Shares pursuant to the
Employee Stock Options Scheme.
b) Issue of Sweat Equity shares
During the year under the review the Company has not issued any Sweat Equity Shares.
c) Issue of Shares with Differential rights
During the year under the review the Company has not issued any Shares with
Differential rights.
d) Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
e) Bonus Shares
No Bonus Shares were issued during the year under review.
34. Annual Return
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual
Return in Form MGT-7 for the financial year ended March 31, 2025, is available on the
weblink of the Company at https://www.nsil.co.in/financials.html.
35. Details of significant & material orders passed by the regulators, courts,
tribunals impacting the going concern, status and company's operations in future
No significant & material orders passed by the regulators, courts, tribunals
against your company during the financial year 2024-25.
36. 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.
37. 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.
38. Receipt of any commission by MD / WTD from Company or for receipt of
commission/remuneration from its Holding or 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 Director during the year under review.
39. 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.
40. 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.
41. 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.
42. General
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions / events on these items during the year
under review:
1. During the year under review, no revision was made in the financial statement of the
Company.
2. There has been no change in the nature of business of your Company.
3. 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 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.
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 OF |
|
| NETLINK SOLUTIONS (INDIA) LIMITED |
|
| Minesh Modi |
Rupa Modi |
| Whole Time Director |
Executive Director & CFO |
| DIN: 00378378 |
DIN: 00378383 |
| Date: August 29, 2025 |
|
| Place: San Francisco |
|
|