Directors? Report to the Members
Your Directors present their 39th Annual Report together with the Audited Financial Statement of your Company for the year ended March 31, 2024.
Financial Highlights
Dividend
The Board has not recommended any Dividend for the current financial year.
Reserves
The Board has not proposed any amount to be transferred to the General Reserve.
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.
Operations/ State of the Company?s Affairs
During the year, the total income of the Company has been Rs. 1251.51 Lakhs as compared to previous year total of Rs. 718.93 Lakhs. Our Company has made a robust profit amounting to Rs 919.90 Lakhs after tax as compared to the last year profit of Rs 477.47 Lakhs.
During the year, Company has gained significantly in view of rally in the equity markets leading to enhanced value of investment. The Company is exploring various options for a sustainable growth & profitability.
Share Capital
During the year under the review there is no change in the issued, subscribed, and paid-up share capital of 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.
Issue of Sweat Equity shares
During the year under the review the Company has not issued any Sweat Equity Shares.
Issue of Shares with Differential rights
During the year under the review the Company has not issued any Shares with Differential rights.
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.
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 - I.
Corporate Governance
In terms of provision of regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI LODR") compliance with the Corporate Governance provisions as specified under regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V was not applicable during the financial year 2023-24 to the Company as paid-up share capital of the Company was less than Rs. 10 Crore and net-worth of the Company was less than Rs. 25 Crores, as on the financial year ended on March 31, 2023. Hence Corporate Governance report does not form part of this Annual Report.
Further, upon declaration of annual audited financial results for the financial year ended March 31, 2024, in the Board meeting held on April 23, 2024, the Company's net worth for the financial year ended March 31, 2024 has exceeded the limit as mentioned in the Regulation 15(2) of LODR Regulations. Therefore, the Company shall comply with the Corporate Governance provisions of LODR Regulations within six months from such date.
The Company is in process of taking all requisite steps to ensure compliance with the applicable corporate governance provisions under the SEBI LODR Regulations within the stipulated time limit.
Corporate Social Responsibility (CSR)
The provisions related to Corporate Social Responsibility ("CSR") are not applicable during the financial year 2023-24. However, basis the audited financials of March 31, 2024, the CSR provisions will become applicable to the Company and accordingly the Company shall be required to comply with the adoption of a CSR Policy and implement requisite amount towards its CSR obligation during the financial year 2024-25.
Directors and Key Managerial Personnel
A. Composition of the Board
The Board comprises the following members:
• Mr. Minesh Modi: Whole-time Director
• Mrs. Rupa Modi: Executive Director and Chief Financial Officer designated as Whole- time Directors.
• *Mr. Yogesh Becharbhai Girnara, Mr. Rajendra S. Lokare, and Mr. Premnath T Mishra: Independent Directors
• Ms. Aarushi Lad: Company Secretary & Compliance Officer
independent Directors would be completing their second term on September 29, 2024
B. Appointment of Independent Directors
Based on the recommendations of the Nomination & Remuneration Committee, the Board of Directors, during its meeting held on August 30, 2024, approved the appointment of the following individuals, subject to approval of members, effective from the same date:
1. Mr. Pankaj Vrajlal Sodha (DIN: 10744650) - Appointed as an Additional Director (Independent and NonExecutive) for a term of 5 years, upto August 29, 2029.
2. Mr. Manoj Ashok Pardhee (DIN: 10744070) - Appointed as an Additional Director (Independent and NonExecutive) for a term of 5 years, upto August 29, 2029.
3. Mr. Kaushal Shambhu Ameta (DIN: 02143786) - Appointed as an Additional Director (Independent and Non-Executive) for a term of 5 years, upto August 29, 2029.
None of the aforementioned appointees are debarred from holding the office of director by any order from SEBI or any other authority. The Company has received the requisite Notices from a Member proposing their appointment as Directors. Declarations have also been received from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013, and the Listing Regulations.
The Board believes that the Independent Directors uphold the highest standards of integrity and possess the necessary expertise and experience to fulfill their roles effectively.
All the Independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs ("IICA"), Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013 and shall undergo online proficiency self-assessment test, as may be applicable, within the time prescribed by the IICA.
The additional directors will hold office until the upcoming Annual General Meeting. The Board recommends their appointment as Independent Directors of the Company.
C. Directors Retiring by Rotation
In accordance with Section 152(6) of the Companies Act, Mrs. Rupa Modi (DIN: 00378383), being the longest-serving director, will retire by rotation at the upcoming Annual General Meeting. She is eligible and has offered herself for reappointment.
Based on the written representations received, none of the Directors mentioned above are disqualified under Section 164 of the Act.
Board Evaluation
Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclose Requirements) Regulations, 2015 the Board of Directors has carried out an annual performance evaluation of its own performance, the Directors individually including Independent Directors. 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.
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.
Separate Meeting of the Independent Directors
In Compliance with the provision of the Companies Act, 2013 SEBI (Listing Obligations and Disclose Requirements) Regulations, 2015, the Independent Directors held a Meeting on January 20, 2024, 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.
Familiarisation Programme for Independent Directors
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 Obligations and Disclosure Requirements) Regulations, 2015 are available on the website of the Company at www.nsil.co.in.
Declaration of Independent Directors
The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors of the Company have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.
Meetings
The Board met 7 times during the financial year.
During the year under review the Board of Directors met 7 (seven) times on May 09, 2023, June 13, 2023, July 21,2023 August 01,2023, August 08, 2023 October 31, 2023, January 20, 2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards on Board Meetings and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.
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, 2024, 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, 2024 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.
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.
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.
Composition of Audit Committee
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 2023-24 is given hereunder:
* Independent Directors would be completing their second term on September 29, 2024.
**Appointed as an Additional Non-executive Independent Directors w.e.f. August 30, 2024, and will be inducted in the said committee w.e.f. September 30, 2024, and Mr. Pankaj Vrajlal Sodha will be the Chairman.
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 Obligations and Disclosure Requirements) Regulations, 2015. The Committee met 4 times during the year under review on May 09, 2023, August 01, 2023, October 31, 2023, January 20, 2024. 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.
Nomination and Remuneration Committee
The Committee comprises of 3 Independent Directors having accounting and finance back-ground. The composition of the Committee and attendance of the members during the financial year 2023-24 is given hereunder:
**Appointed as an Additional Non-executive Independent Directors w.e.f. August 30, 2024, and will be inducted in the said committee w.e.f. September 30, 2024 and Mr. Pankaj Vrajlal Sodha will be the Chairman.
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 Obligations and Disclosure Requirements) Regulations, 2015 The Committee met 3 times i.e. May 09, 2023, June 13, 2023, July 21, 2023. 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) Regulations, 2014.
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 II-A and Annexure II-B and form part of this Report.
Particulars of Remuneration of Employees and Other Required 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 III.
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 https://www.nsil.co.in/policy.html
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.
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
The Board had appointed M/s. Tarun Jain & Associates, Practicing Company Secretaries to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit report for the financial year ended March 31, 2024 is annexed herewith and marked as Annexure IV 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. 4) to the financial statement.
Contracts and Arrangements with Related Parties
All contracts/transactions executed by the Company during the financial year with related parties were on arm's length basis and in ordinary course of business. The particulars of such material contracts or arrangements made with related parties in Form AOC 2 pursuant to Section 188 is furnished in Annexure -V and is attached to this report.
The Directors draw attention of the members to note no. 27 to the financial statement which sets out related party disclosures.
Deposits, Loans and Advances
Your Company has not accepted any deposits from the public or its employees during the year under review.
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.
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 Ofucers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
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 is annexed herewith and forms part of this report as Annexure VI.
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.
Copy of Annual Return
The Annual Return in Form MGT-7 for the financial year ended 31st March, 2024, is available on the weblink of the Company at https://www.nsil.co.in/financials.html.
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 2023-24 till the date of this Report, which would affect the financial position of your Company.
The Board of Directors at their meeting held on May 29 2024, after due consideration and deliberation decided to discontinue the provision of the consultation and cooperation services and accordingly served a discontinuation Notice/Intimation to Messe Frankfurt Trade Fairs India Private Limited ("Messe"/"Purchaser") under the Asset Purchase Agreement entered into with Messe vide Agreement dated 24th September 2018 which was amended vide amendment agreement dated 1 st September 2021. This will result in discontinuance of related revenues in future which was a major source of revenue of the Company. The Company is exploring various options for a sustainable growth & profitability in future.
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 2023-24.
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 2023-24, 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.
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.
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.
General
1. During the year under review, no revision was made in the financial statement of the Company.
2. 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.