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Nettlinx Ltd. ನಿರ್ದೇಶಕರ ವರದಿ
Mar 31, 2026
The Directors take pleasure in presenting the 33rd Annual Report of Nettlinx Limited (''the Company'' or'' Nettlinx")
along with the Audited Financial Statements for the Financial Year ended March 31, 2026. The consolidated
performance of the Company and its subsidiaries has been referred to wherever required.
1. Financial summary/highlights:
The key highlights of the financial performance of the company during the period ended 31st March, 2026
has been as under:
(Rs. In Lakhs)
|
Particulars |
Standalone |
Consolidated |
||
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
|
|
Revenue from Operations |
1208.32 |
2271.79 |
2094.53 |
3,352.42 |
|
Other Income |
53.71 |
7.43 |
59.65 |
709.11 |
|
Total Income |
1262.03 |
2279.22 |
2154.19 |
4061.53 |
|
Profit/loss before Depreciation, Finance Costs, |
182.08 |
1,025.11 |
148.3 |
1,386.66 |
|
Less: Depreciation/ Amortisation/ Impairment |
89.07 |
101.50 |
96.11 |
109.51 |
|
Profit /loss before Finance Costs, Exceptional items and Tax Expense |
93.01 |
923.61 |
52.19 |
1277.15 |
|
Less: Finance Costs |
97.94 |
123.17 |
100.31 |
126.23 |
|
Profit /loss before Exceptional items and Tax Expense |
-4.93 |
800.44 |
-48.12 |
1,150.92 |
|
Add/(less): Exceptional items |
445.86 |
â |
460.20 |
â |
|
Profit /loss before Tax Expense |
-450.79 |
800.44 |
-508.32 |
1150.92 |
|
Less: Current Tax |
- |
220.52 |
1.39 |
413.69 |
|
Less: Deferred Tax |
1.71 |
(2.42) |
1.47 |
(2.22) |
|
Less: MAT Credit |
â |
â |
-- |
(102.63) |
|
Less: Previous Year Tax |
1.81 |
13.87 |
5.77 |
17.30 |
|
Profit /loss for the year (1) |
-454.30 |
568.46 |
-516.95 |
824.78 |
|
Total Comprehensive Income/loss (2) |
14.22 |
19.58 |
7.43 |
444.94 |
|
Total (1 2) |
-440.08 |
588.04 |
-509.52 |
1269.72 |
|
Balance of profit /loss for earlier years |
-- |
-- |
-- |
-- |
|
Less: Transferto Debenture Redemption Reserve |
-- |
-- |
-- |
-- |
|
Less: Transfer to Reserves |
-- |
-- |
-- |
-- |
|
Less: Dividend paid on Equity Shares |
-- |
-- |
-- |
-- |
|
Less: Dividend paid on Preference Shares |
-- |
-- |
-- |
-- |
|
Less: Dividend Distribution Tax |
-- |
-- |
-- |
-- |
|
Balance carried forward |
-- |
588.04 |
-- |
1269.72 |
|
Earnings Per Equity Share |
||||
|
-Basic |
-1.88 |
2.35 |
-2.14 |
3.42 |
|
-Diluted |
-1.88 |
2.35 |
-2.14 |
3.42 |
2. Overview & state of the companyâs affairs:Revenues-standalone
During the year under review, the Company has recorded an income of Rs. 1208.32 Lakhs and Loss of Rs.
454.30 Lakhs as against the income of Rs. 2271.79 Lakhs and profit of Rs. 568.46 Lakhs in the previous
financial yearending 31.03.2025.
During the year under review, the Company has recorded an income of Rs. 2,094 Lakhs and Loss of Rs.
516.95 Lakhs as against the income of Rs. 3,352.42 Lakhs and profit of Rs. 824.78 Lakhs in the previous
financial year ending 31.03.2025.
The Company is looking forward for good profit margins in near future.
Keeping the Companyâs growth plans in mind, your directors have decided not to recommend dividend for
the year.
Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to
transferany amount to general reserves account of the company during the year under review.
The Company continuously strives for excellence in its Investor Relations engagement with International
and Domestic investors through structured conference-calls and periodic investor/analyst interactions like
individual meetings, participation in investorconferences, quarterlyearnings calls and analyst meetfrom
time to time. The Company ensures that critical information about the Company is available to all the
investors, by uploading all such information on the Companyâs website.
6. Material changes & commitment affecting the financial position of the company:
There have been no material changes and commitments affecting the financial position of the Company
which have occurred during the end of the Financial Year of the Company to which the financial statements
relate and the date of the report.
7. Significant & material orders passed by the regulators or courts ortribunals:
No significant or material orders have been passed against the Company by the Regulators, Courts or
Tribunals, which impacts the going concern status and companyâs operations in future.
8. Transfer of un-claimed dividend to Investor Education and Protection:
The Company has not transferred any amount against un-claimed dividend to Investor Education and
Protection Fund during the period under report.
The Company has designated Mr. N. Mahender Reddy as a Nodal Officerforthe purpose of IEPF.
10. Investor Education and Protection Fund (IEPF):
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ) read with the relevant circulars and
amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years
from the due date is required to be transferred to the Investor Education and Protection Fund (âIEPFâ),
constituted by the Central Government
During the Year, the Company has not transferred any amountto Investor Education and Protection Fund.
11. Revision of financial statements:
There was no revision of the financial statements forthe year under review.
12. Change in the nature of business, if any:
The Company has not undergone any change in the nature of business during the FY 2025-26.
During the year under review, the Company has not accepted any public deposits falling within the ambit of
Section 73 of the Companies Act, 2013 and the Rules framed thereunder. The requisite return for FY2025-
26 with respect to amount(s) not considered as deposits has been filed. The Company does not have any
unclaimed deposits as of date.
As the members are aware, the Companyâs shares are compulsorily tradable in electronic form. As on
March 31, 2026, 97.09% of the Companyâs total paid up capital representing 2,34,73,493 shares are in
dematerializedform.
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except
transmission and transposition, of securities shall be carried out in dematerialized form only with effect from
1st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid
frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization
from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to
shareholders who are holding shares in physical form, advising them to get the shares dematerialized.
Your Company has Five subsidiaries namely Nettlinx Technologies Private Limited, Nettlinx Realty Private
Limited, Salion SEand Nettlinx INC, COMPAI Limited, as on March 31,2026.
In accordance with Section 129(3) of the Act, Consolidated Financial Statements have been prepared which
form part of this Annual Report. As required under Section 129(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements
of the subsidiaries in the prescribed form AOC-1 is enclosed as Annexure -1 to this Report.
In accordance with Section 136 of the Act, the separate audited accounts of the subsidiary companies will
be available on the website of the Company, www.nettlinx.com and the Members desirous of obtaining the
accounts of the Companyâs subsidiaries may obtain the same upon request. These documents will be
available for inspection by the members, till the date of AGM during business hours at registered office of the
company.
The Policyfordetermining Material Subsidiaries, adopted by yourBoard, in conformity with the SEBI Listing
Regulations can be accessed on the Companyâs website atwww.nettlinx.com.
16. Performance highlights of key operating subsidiaries:a. Nettlinx Technologies Private Limited
Nettlinx Technologies Private Limited is a wholly owned subsidiary of Nettlinx Realty Private Limited.
Nettlinx Technologies Private Limited is a global Information Technology company which provides
Information Technology Support Services in field of System Administration, System Architect, Datacenter
Support, Business Continuity, Disaster Recovery, Storage, Backup and Virtualization.
In the rapidly changing technology world, Enterprises recognize that all of the new technology products they
want to deploy- loT, serverless, containers, hybrid cloud, Al - require a robust, flexible, secure, self-healing,
software & hardware driven high quality equipment & devices that can be integrated, leading to a seamless
hyper converged technological advantage to achieve efficient productivity with commercially viable pricing
and sustained aftersales service extended model. We work 24/7. The support includes:
- Servers, Routers & Networks Switches
- Cabling, Wireless equipment & Wi-Fi devices
- Firewalls
- Projectors
- DLP (Digital Light Processing)
- Projectors - LCD (Liquid Crystal Display)
- Mobile Jammers
- Printers/Photocopiers/Scanners
- Internal LAN projects
- CCTV and security surveillance
- Biometric
- Technical ManpowerServices
- Web Hosting Services
- Co-location Services - Managed Data Centre Services
b. Nettlinx Realty Private Limited
The Company, several years back, has acquired a land at Gachibowli at Hyderabad. The company has
transferred the land in Nagpur to an LLP for development which is currently under process. We should be
able to monetize this over next 3 to 4 years The Company has initiated the process of considering possible
tie up with leading Companies to jointly leverage this land bank for possible conversion into residential /
commercial property development projects.
Salion SE is a subsidiary of Nettlinx Limited. It has acquired 95%ofSalion SE of Germany.
Salion SE is an Management consultant company based out of Berlin, Germany.
Nettlinx Inc. is a US (registered office in NJ) corporation. We are into software consulting, network services,
application development, and outsourcing and managed cloud services.
Currently, we are developing a micro ERP application framework. It is aimed at small businesses which do
not need the complex structure that a full-fledged ERP provides. The target market small businesses which
do not have the need or utilize theirown IT department. Currently, it is in production with two pharmaceutical
distributors.
COMPAI Limited was incorporated on March 26,2026, as a Wholly-Owned Subsidiary of the Company. The
subsidiary has been established to explore and develop business opportunities in emerging areas including
travel technology, artificial intelligence, cloud security, and IT services. The Company is in the process of
finalizing the business plan and operational framework for COMPAI Limited, which is expected to contribute
to the Company''s long-term growth and diversification strategy.
17. Companies which have become or ceased to be subsidiaries:
During the Financial year 2025-26 under review, the Company expanded its business by incorporating a
Wholly-Owned Subsidiary (WOS) in India.
On 26th March 2026, COMPAI Limited was incorporated as a Wholly-Owned Subsidiary ofthe Company
under the provisions of the Companies Act, 2013, with Corporate Identity Number (CIN)
U62099TS2026PLC213663. The subsidiary has been incorporated with an initial paid-up equity share
capital ofRs. 1,00,000 divided into 10,000 equity shares of?10/-each.
To comply with the statutory requirements under the Companies Act, 2013,1 equity share each is held by 6
Members as a nominee on behalf of the Company, ensuring that the beneficial interest of 100% of the share
capital remains entirely with the Company.
COMPAI Limited has been established to carry out the business of the main goal is to help the company
grow and get involved in new areas like travel technology, artificial intelligence, cloud security, and IT
services.
18. Investment in subsidiaries:
During the year under review, the Company deepened its commitment to its Wholly-Owned Subsidiary,
Nettlinx Realty Private Limited. On July 21,2025, the Company made a strategic investment of ?290 Lakhs
by subscribing to Optionally Convertible Debentures (OCDs) to support the subsidiary''s ongoing financial
objectives.
19. Independent directorâs familiarization programmes:
Independent Directors are familiarized about the Companyâs operations, businesses, financial
performance and significant development so as to enable them to take well-informed decisions in timely
manner. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed
presentations on important policies of the Company are also made to the directors. Direct meetings with the
Chairperson are further facilitated to familiarize the incumbent Director about the Company/its businesses
and the group practices.
The details of familiarisation programme held in FY 2025-26 are also disclosed on the Companyâs website
and its web link is www.netlinx.com.
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the
basis of criteria such as the board composition and structure, effectiveness of board processes, information
and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee
members on the basis of criteria such as the composition of committees, effectiveness of committee
meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India. In a separate meeting of Independent Directors, performance of Non
Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into
account the views of Executive and Non-Executive Directors. The Board and the NRC reviewed the
performance of individual directors on the basis of criteria such as contribution of the individual director to
the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc. At the Board meeting that followed the meeting of the
Independent Directors and meeting of NRC, the performance of the Board, its Committees, and individual
directors was also discussed. Performance evaluation of Independent Directors was done by the entire
Board.
The evaluation process reinforced the Boardâs confidence in the Companyâs ethical standards, the
cohesiveness among Board members, the agility of the Board and the Management in responding to
challenges, and the transparency of the Management in sharing strategic information with the Board.
The detailed procedure followed forthe performance evaluation ofthe Board, Committees and Individual
Directors is enumerated in the Corporate Governance Report.
The Board of Directors duly met Six (6) times on 10.05.2025, 27.05.2025, 24.07.2025, 07.08.2025,
08.11.2025 and 28.01.2026 in respect of which meetings, proper notices were given and the proceedings
were properly recorded and signed in the Minutes Book maintained forthe purpose.
There are various Board constituted Committees as stipulated under the Act and Listing Regulations
namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship, Risk
Management Committee and Corporate Social Responsibility Committee. Brief details pertaining to
composition, terms of reference, meetings held and attendance thereat of these Committees during the
year have been enumerated in Corporate Governance Report forming part of this Annual Report.
23. Audit Committee Recommendations:
During the year, all recommendations of Audit Committee were approved by the Board of Directors.
24. Directors and key managerial personnel (KMP):a) Appointment/Re-appointment of Directors of the Company:
Pursuant to the recommendations of the Nomination & Remuneration Committee ("NRCâ), the Board of
Directors, at its meeting held on May 10, 2025, approved appointment of Mr. Amarender Reddy Bandaru
(DIN: 01750325) as Independent Directors and Mr. Rohith Loka Reddy (DIN: 06464331) as Managing
Director of the Company for a term of five years with effect from May 10, 2025. The aforesaid appointments
were subsequently approved by the members of the Company by way of special resolutions through postal
balloton June30,2025.
Pursuant to the recommendations of the Nomination & Remuneration Committee (âNRCâ), the Board of
Directors, at its meeting held on July 24, 2025, approved appointment of Ms. Vaishnavi Nalabala (DIN:
09598868) and Mr. Sundeep Reddy Molakala (DIN: 07302447) as Independent Directors of the Company
for a term of five years with effect from July 24, 2025. The aforesaid appointments were subsequently
approved by the members of the Company by way of special resolutions in the Annual General Meeting held
on September23,2025.
b) Resignation/Cessation of Directors of the Company:
Resignation of Mrs. Radhika Kundur(DIN: 07135444) as a Director of the company w.e.f. 25.04.2025
Resignation of Mr. Sreenivasa Rao Kurra (DIN: 06386417) and Mr. Satya Raja Shakar Praharaju (DIN:
10832201) as an Independent Directorof the company w.e.f. 07.08.2025.
In terms of Section 152(6) of the Companies Act, 2013, Mr. Rohith Loka Reddy (DIN: 06464331) Directorof
the Company is liable to retire by rotation at the forthcoming Annual General Meeting. Based on the
performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board
recommends reappointment of Mr. Rohith Loka Reddy (DIN: 06464331) as Directorof the Company.
Key Managerial Personnel forthe financial year 2025-26
⢠Mr. Rohith Loka Reddy Managing Directorofthe company appointed w.e.f. 10.05.2025
⢠Mr. ManoharLoka Reddy Managing Directorofthe company resignation w.e.f. 10.05.2025
⢠Mr. Sai Ram Gandikota, Company Secretary & Compliance Officer of the Company Resigned w.e.f.
10.05.2025
⢠Mr. N Mahender Reddy, Company Secretary & Compliance Officer of the Company appointed w.e.f.
01.08.2025
⢠Mr. Venkateswara Rao Narepalem, Chieffinancial officerof the company
25. Statutory audit and auditors report:
At the Twenty-ninth AGM held on August 4, 2022, the Members approved the re-appointment of M/s.
Niranjan & Narayan, Chartered Accountants (Firm Registration No. 005899S) as Statutory Auditors of the
Company to hold office fora period of five years from the conclusion of that AGM till the conclusion of the
thirty-FourAGM to be held in the year2027.
The Auditorsâ Report for fiscal year 2025-26 does not contain any qualification, reservation or adverse
remark. The Auditorsâ Report is enclosed with the financial statements in this Annual Report. The Company
has received audit report with unmodified opinion for both Standalone and Consolidated Audited Financial
Results of the Company for the Financial Year ended March 31, 2026 from the statutory auditors of the
Company.
The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI)and hold valid certificate issued by the Peer Review Board of the ICAI.
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and
Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during
the year under review, the Internal Audit of the functions and activities of the Company was undertaken by
M/s. Murthy &Kanth., the Internal Auditorof the Company.
Deviations are reviewed periodically and due compliance was ensured. Summary of Significant Audit
Observations along with recommendations and its implementations are reviewed by the Audit Committee
and concerns, if any, are reported to the Board. There were no adverse remarks orqualification on accounts
of the Company from the Internal Auditor.
27. SecretarialAuditor&AuditReport:
M/s Aakanksha Dubey & Co., Practicing Company Secretaries, Hyderabad (Firm Registration No.
S2025TS1021000), were appointed as the Secretarial Auditors of the Company by the Board of Directors
on August 07,2025. Their appointment was subsequently approved by the shareholders at the 32nd Annual
General Meeting held on September 23, 2025 for a term of five consecutive years commencing from FY
2025-26 till FY 2029-30. The Company had received a certificate confirming their eligibility and consent to
act as the Secretarial Auditors.
The Secretarial Auditwas carried out by M/s Aakanksha Dubey & Co., Practicing Company Secretary for the
financial year ended March 31,2026. The Report given by the Secretarial Auditor is annexed herewith as
Annexure-2 and forms integral part of this Report.
The Secretarial Audit Report does not contain any qualification, reservation oradverse remark.
28. Annual Secretarial Compliance Report:
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of
the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a
Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued
thereunder. Further, Secretarial Compliance Report dated May 27, 2026, was given by M/s. Aakanksha
Dubey & Co., Practicing Company Secretary which was submitted to Stock Exchanges within 60 days of the
end of the financial year.
29. Secretarial Audit of Material Unlisted Indian Subsidiaries:
M/s. Nettlinx Realty Private Limited (NRPL) and M/s Nettlinx Technologies Private Limited (NTPL) are a
material subsidiary of the Company undertake Secretarial Audit every year under Section 204 of the
Companies Act 2013. The Secretarial Audit of NRPL and NTPL for the Financial Year 2025-26 was carried
out pursuant to Section 204 of the Companies Act 2013 and Regulation 24Aofthe SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015. The Secretarial Audit Report of NRPL and NTPL,
submitted by M/s. Aakanksha Dubey & Co., Practicing Company Secretary.
The Reports given by the Secretarial Auditor is annexed herewith and forms integral part of this Report.
As required under Regulation 16(1) (C) of Listing Regulations, the Company has formulated and adopted a
policy for determining âMaterialâ Subsidiaries, which has been hosted on its website at:
https://www.nettlinx.com/
30. Cost records and costaudit:
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section
148(1) of the Act, are not applicable forthe business activities carried out by the Company.
31. No Frauds reported by statutory auditors
During the Financial Year 2025-26, the Auditors have not reported any matter under section 143(12) of the
Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the
Companies Act, 2013.
32. Declaration by the Company
None of the Directors of the Company are disqualified for being appointed as Directors as specified in
Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors)
Rules, 2014.
33. Conservation of energy, technology absorption and foreign exchange outgo:
The required information as perSec.134 (3) (m) of the Companies Act 2013 is provided hereunder and Rule
8 of Companies (Accounts) Rules, 2014:
Your Companyâs operations are not energy intensive. Adequate measures have been taken to conserve
energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earningsand OutGo
1. Foreign Exchange Earnings: Nil
2. Foreign Exchange Outgo: Nil
34. Management discussion and analysis report:
Management discussion and analysis report for the year under review as stipulated under Regulation 34(2)
(e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations
2015 with the stock exchange in India is annexed herewith as Annexure- 3 to this report.
The Board of Directors had constituted Risk Management Committee to identify elements of risk in different
areas of operations and to develop policy for actions associated to mitigate the risks. The Committee is
responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks
identified by the businesses and functions are systematically addressed through mitigating actions on a
continual basis.
Your Company has taken adequate steps to ensure compliance with the provisions of Corporate
Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance,
forming a part of this Report and the requisite certificate from the Companyâs Auditors confirming
compliance with the conditions of Corporate Governance is attached to the report on Corporate
Governance as Annexure-4.
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on the Companyâs website
URL: https://www.nettlinx.com/
38. Authorised and paid-up capital of the company:
The authorized capital of the company stands at Rs. 34,50,00,000/- divided into 3,45,00,000 equity shares
of Rs.10/-each.
The companyâs paid up capital is Rs. 24,17,66,240 /- divided into 2,41,76,624 equity shares of Rs. 10/-
each.
39. Declaration of independence:
The Company has received declarations from all the Independent Directors of the Company confirming that
they meet with both the criteria of independence as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations
attached as Annexure-5.
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the
PIDs of the Company have registered themselves with the India Institute of Corporate Affairs (IICA),
Manesar and have included their names in the databank of Independent Directors within the statutory
timeline.
The Independent Directors have also confirmed that they have complied with Schedule IV oftheActand the
Companyâs Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed thatthey
are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent judgement and without
any external influence.
During the year, Independent Directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board of Directors and Committee(s).
40. Directorâs Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm thatforthe financial yearended March 31,2026:
a) in the preparation of the annual accounts for the financial year ended 31 March 2026, the applicable
accounting standards and schedule III of the Companies Act, 2013 have been followed and there are no
material departures from the same;
b) the Directors 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 your
Company as on 31 March 2026 and of the profit and loss of the Company for the financial year ended 31
March 2026;
c) proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 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) Proper internal financial controls laid down by the Directors were followed by the Company and that such
internal financial controls are adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws were followed and that such
systems were adequate and operating effectively.
41. Vigil Mechanism/Whistle Blower Policy:
The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the
Listing Regulations and Section 177(10) of the Act, enabling stakeholders to report any concern of unethical
behaviour, suspected fraud or violation.
The said policy inter-alia provides safeguard against victimization of the Whistle Blower. Stakeholders
including directors and employees have access to the Managing Director & CEO and Chairperson of the
Audit Committee.
During the year under review, no stakeholderwas denied access to the Chairperson of the Audit Committee.
The policy is available on the website of the Companyatwww.netlinx.com.
42. Corporate social responsibility policy:
The Companyâs CSR initiatives and activities are aligned to the requirements of Section 135 oftheAct. A
brief outline of the CSR policy and the initiatives undertaken by the Company on CSR activities during the
year under review are set out in Annexure-6 of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
This Policy is available on the Companyâs website at https://www.nettlinx.com/investors
For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which
forms part of this report.
The Company has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are
adequate and operating effectively. During the year under review, the Company was in compliance with the
Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to âMeetings of the Board of Directorsâ and
âGeneral Meetingsâ, respectively.
The properties and assets ofyour Company are adequately insured.
45. Particulars of Loans, Guarantees or Investments
In accordance with the provisions of Section 186 of the Companies Act, 2013, read with the applicable Rules
made thereunder, the details of loans given, guarantees provided, and investments made by the Company
during the financial year ended March 31,2026, are as follows:
During the year under review, the Company made a strategic investment of ?290.00 Lakhs on July 21,2025,
by subscribing to Optionally Convertible Debentures (OCDs) issued by Nettlinx Realty Private Limited, a
Wholly-Owned Subsidiary of the Company. This investment was undertaken to support the subsidiary''s
ongoing financial objectives, including business development and operational requirements. The funds are
intended to strengthen the subsidiary''s balance sheet and facilitate its growth plans, including the potential
monetization of its land bank.
Apart from the above, the Company did not make any othersignificant investments during the financial year
under review.
During the financial year 2025-26, the Company did not provide any loans or guarantees to any person or
entity other than its subsidiaries, which were in the ordinary course of business and on an arm''s length
basis. The details of such loans/guarantees given to subsidiaries, if any, are disclosed in the financial
statements forming partofthisAnnual Report.
The Company confirms that all investments, loans, and guarantees made during the yearare in compliance
with the provisions of Section 186 of the Act and the rules framed thereunder. No loans or investments were
made for the purchase of the Companyâs own shares or for any speculative purposes. All investments are
long-term in nature and are stated at cost in the standalone financial statements.
46. Internal Financial Control Systems:
The Company has established a robust system of Internal Financial Controls over financial reporting to
ensure that transactions are duly authorised, accurately recorded, and timely reported. This framework
provides reasonable assurance regarding the accuracy and integrity of the financial statements. Detailed
standard operating procedures, policies, manuals, and process guidelines have been institutionalised to
clearly define roles, responsibilities, and control mechanisms. Functional heads are responsible for
ensuring compliance with applicable laws, regulations, and internal policies.
The internal audit is conducted at the Company and covers all key areas. All audit observations and follow
up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee
reviews them regularly.
47. Related Party Transactions:
All related party transactions that were entered into during the financial yearwere on armâs length basis and
were in the ordinary course of business. During the financial year 2025-26, there were no materially
significant related party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the interest of the Company
at large.
In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its
Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for
the financial year is obtained from the Audit Committee. The transactions with the related parties are routine
and repetitive in nature.
The summary statement of transactions entered into with the related parties pursuant to the omnibus
approval so granted are reviewed & approved by the Audit Committee and the Board of Directors on a
quarterly basis. The summary statements are supported by an independent audit report certifying that the
transactions are at an armâs length basis and in the ordinary course of business
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 is annexed herewith as Annexure- 7 to this report.
48. Policy on directorâs appointmentand remuneration:
In adherence to the provisions of Section 134(3)(e)and 178(1) & (3) of the Companies Act, 2013, the Board
of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on
Directorâs appointment and remuneration, including, criteria for determining qualifications, positive
attributes, independence ofa Directorand other matters. The said Policy extract is covered in Corporate
Governance Report which forms part of this Report and is also uploaded on the Companyâs website at
www.netlinx.com.
49. Particulars of Employees and related Disclosure:
Disclosure pertaining to remuneration and otherdetails as required underSection 197 ofthe Companies
Act, 2013, read with Rule 5(1) ofthe Companies (Appointmentand Remuneration of Managerial Personnel)
Rules, 2014, is given inAnnexure-8tothis Report.
The Statement containing the particulars of employees as required under Section 197(12) of the
Companies Act, 2013, read with Rule 5(2) and other applicable rules (if any) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this Report.
Further, the report and the accounts are being sent to the members excluding the said annexure containing
the particulars of employees, in terms of Section 136(1) of the Companies Act, 2013. The said annexure is
available for inspection by the members at the registered office of the Company during business hours.
During the year, none ofthe employees are drawing a remuneration of ^1,02,00,000/- and above per annum
or ^8,50,000/- per month and above in aggregate per month, the limits specified underSection 197(12) of
the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointmentand Remuneration
of Managerial Personnel) Rules, 2014.
50. Implementation of Corporate Action
During the year under review, the Company has not implemented any Corporate Actions.
51. Shares transferred to investoreducation and protection fund:
No shares were transferred to the Investor Education and Protection Fund during the year under review.
52. Ratio of remuneration to each director:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment
& Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration is
mentioned in Annexure -8.
53. Non-executive directorsâ compensation and disclosures:
None of the Independent/ Non-Executive Directors has any pecuniary relationship or transactions with the
Company which in the Judgment of the Board may affect the independence of the Directors.
54. Industry based disclosures as mandated by the respective laws governing the company:
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not
required.
55. Failure to implement corporate actions:
During the year under review, no corporate actions were done by the Company which were failed to be
implemented.
56. Corporate insolvency resolution process initiated under the insolvency and bankruptcy code,
2016.
No corporate insolvency resolution processes were initiated against the Company under the Insolvency and
Bankruptcy Code, 2016, during the year under review.
57. Details of difference between valuation amount on one time settlement and valuation while availing
loan from banks and Financial institutions:
During the year under review, there has been no one time settlement of loans taken from banks and financial
institutions.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation
of certain policies for all listed companies. All the policies are available on our website
(https://www.nettlinx.com/investors/). The policies are reviewed periodically by the Board and updated
based on need and new compliance requirement.
|
Name of the policy |
Brief Description |
Website link |
|
Board Diversity Policy |
At Nettlinx Limited, we believe that a |
|
|
Nomination and |
This policy formulates the criteria for |
|
Policy on Material |
The policy is used to determine the |
|
|
Related Party |
The policy regulates all transactions |
The Company has complied with the required provisions relating to statutory compliance with regard to the
affairs of the Company in all respects.
60. Code of conductforthe prevention of insider trading:
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time
to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading (âInsider Trading
Codeâ) and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive
Information ("UPSIâ).
The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the
Company at https://www.nettlinx.com/
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report as
Annexure-9.
62. Statement on Maternity Benefit Compliance:
The company is in compliance with the provision of the Maternity Benefit Act, 1961 for the financial year
2025-26, as no female employees were employed during that period.
63. Prevention of sexual harassment atworkplace:
The Company has always believed in providing a safe and harassment free workplace for every individual
working in its premises through various policies and practices. The Company always endeavors to create
and provide an environmentthat is free from discrimination and harassment including sexual harassment.
The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at
prevention of harassment of employees and lays down the guidelines for identification, reporting and
prevention of undesired behavior. An Internal Complaints Committee (âICCâ) has been set up by the senior
management (with women employees constituting the majority). The ICC is responsible for redressal of
complaints related to sexual harassment and follows the guidelines provided in the Policy.
During the financial year ended March 31,2026, no complaints pertaining to sexual harassment have been
received.
In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives,
electronic copy of the Notice of 33rd Annual General Meeting of the Company are sent to all Members
whose email addresses are registered with the Company/Depository Participant(s). For members who
have not registered theire-mail addresses, physical copies are sent through the permitted mode.
During the year under review, the Company has not taken up any of the following activities:
1. Issueofsweatequityshare: NA
2. Issueofshareswithdifferential rights: NA
3. Issueofsharesunderemployeeâsstockoptionscheme: NA
4. Disclosure on purchase by Company orgiving of loans by it for purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. PreferentialAllotmentofShares: NA
66. DisclosurepursuanttoPartAofScheduleVofSEBI LODR
Disclosure pursuantto Part-A of Schedule V read with Regulation 34(3)ofSEBI is attached asAnnexure-11
of this report.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions on these items during the year under review:
a. Issue of equity shares with differential rights as to dividend, voting orotherwise.
b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and
except ESOS referred to in this Report.
c. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or
commission from any of its subsidiaries.
68. Appreciation & acknowledgement:
The Directors thank the Companyâs customers, vendors, investors, lenders, partners and all other
stakeholders for their continuous support. The Directors also thank the Government of India, Governments
of various states in India, Governments of various countries and concerned Government departments and
agencies for their co-operation.
The Directors appreciate and value the contribution made by all our employees and their families and the
contribution made by every other memberof the Nettlinx family, for making the Company what it is.
For and on behalf of the Board of Directors
Nettlinx LimitedSd/- Sd/-
Rohith Loka Reddy Jeeten Anil Desai
Place- Hyderabad Managing Director Independent Director
Date: 25*05.2026 (DIN: 06464331) (DIN: 07254475)
Mar 31, 2025
The Board of Directors hereby submits the report of the business and operations of your Company (âthe Companyâ or âNettlinxâ) along with
the audited "Financial statement for the "Financial Year ended March 31, 2025. The Consolidated performance of the Company and its
subsidiaries has been referred to where required.
1. Financial summary/highlights:
The key highlights of the financial performance of the company during the period ended 31st March, 2025 has been as under:
lAmounts Rs In Lakhs)
|
Particulars |
Standalone |
Consolidated |
||
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Turnover/Income (Gross) |
2271.79 |
1998.33 |
3,352.42 |
3,274.93 |
|
Other Income |
7.43 |
4.49 |
709.11 |
13.95 |
|
Profit/loss before Depreciation, Finance Costs, |
1,025.11 |
1,068.9 |
1,386.66 |
1329.3 |
|
Exceptional items and Tax Expense |
||||
|
Less: Depreciation/ Amortisation/ Impairment |
101.50 |
92.57 |
109.51 |
99.20 |
|
Profit /loss before Finance Costs, Exceptional items and Tax Expense |
923.61 |
976.33 |
1277.15 |
1230.1 |
|
Less: Finance Costs |
123.17 |
98.88 |
126.23 |
100.54 |
|
Profit /loss before Exceptional items and Tax Expense |
800.44 |
877.45 |
1,150.92 |
1,129.56 |
|
Add/(less): Exceptional items |
-- |
-- |
-- |
-- |
|
Profit /loss before Tax Expense |
800.44 |
877.45 |
1150.92 |
1129.56 |
|
Less: Tax Expense |
220.52 |
241.83 |
413.69 |
312.36 |
|
Less: Deferred Tax |
(2.42) |
(0.14) |
(2.22) |
0.29 |
|
Less: MAT Credit |
-- |
-- |
(102.63) |
-- |
|
Less: Previous Year Tax |
13.87 |
1.90 |
17.30 |
1.97 |
|
Profit /loss for the year (1) |
568.46 |
633.85 |
824.78 |
814.94 |
|
Total Comprehensive Income/loss (2) |
19.58 |
26.72 |
444.94 |
181.82 |
|
Total (1 2) |
588.04 |
660.57 |
1269.72 |
996.76 |
|
Balance of profit /loss for earlier years |
1843.22 |
1918.16 |
699.57 |
774.51 |
|
Less: Transfer to Debenture Redemption Reserve |
-- |
-- |
â |
â |
|
Less: Transfer to Reserves |
-- |
-- |
â |
â |
|
Less: Dividend paid on Equity Shares |
96.71 |
74.94 |
96.71 |
74.94 |
|
Less: Dividend paid on Preference Shares |
-- |
-- |
â |
â |
|
Less: Dividend Distribution Tax |
-- |
-- |
â |
â |
|
Balance carried forward |
2314.97 |
1843.22 |
1427.65 |
699.57 |
2. Overview & state of the companyâs affairs:
Revenues - standalone
During the year under review, the Company has recorded
an income of Rs. 2271.79 Lakhs and profit of Rs. 568.46
Lakhs as against the income of Rs. 1998.33 Lakhs and
profit of Rs. 633.85 Lakhs in the previous financial year
ending 31.03.2024.
Revenues - Consolidated
During the year under review, the Company has recorded
an income of Rs. 3,352.42 Lakhs and Profit of Rs. 824.78
Lakhs as against the income of Rs. 3,274.93 Lakhs and
profit of Rs. 814.94 Lakhs in the previous financial year
ending 31.03.2024.
3. Dividend:
Keeping the Company''s growth plans in mind, your
directors have decided not to recommend dividend for the
year.
4. Transfer to reserves:
Pursuant to provisions of Section 134 (3) (j) of the
Companies Act, 2013, the company has not proposed to
transfer any amount to general reserves account of the
company during the year under review.
5. Investor Relations:
The Company continuously strives for excellence in its
Investor Relations engagement with International and
Domestic investors through structured conference-calls and
periodic investor/analyst interactions like individual
meetings, participation in investor conferences, quarterly
earnings calls and analyst meet from time to time. The
Company ensures that critical information about the
Company is available to all the investors, by uploading all
such information on the Company''s website.
6. Material changes & commitment affecting the financial
position of the company:
There have been no material changes and commitments
affecting the financial position of the Company which have
occurred during the end of the Financial Year of the
Company to which the financial statements relate and the
date of the report.
7. Significant & material orders passed by the regulators
or courts or tribunals:
No significant or material orders have been passed against
the Company by the Regulators, Courts or Tribunals, which
impacts the going concern status and company''s operations
in future.
8. Transfer of un-claimed dividend to Investor Education
and Protection:
The Company has not transferred any amount against un¬
claimed dividend to Investor Education and Protection Fund
during the period under report.
9. Details of Nodal Officer:
The Company has designated Mr. Venkateswara Rao
Narepalem as a Nodal Officer for the purpose of I EPF.
10. Investor Education and Protection Fund (IEPF):
Pursuant to the provisions of Section 124 of the Act, Investor
Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (âIEPF Rulesâ) read with
the relevant circulars and amendments thereto, the amount
of dividend remaining unpaid or unclaimed for a period of
seven years from the due date is required to be transferred
to the Investor Education and Protection Fund (âIEPFâ),
constituted by the Central Government
During the Year, the Company has not transferred any
amount to Investor Education and Protection Fund.
11. Revision of financial statements:
There was no revision of the financial statements for the
year under review.
12. Change in the nature of business, if any:
The Company has not undergone any change in the nature
of business during the FY 2024-25.
13. Deposits from public:
The Company has not accepted any public deposits during
the Financial Year ended March 31, 2025 and as such, no
amount of principal or interest on public deposits was
outstanding as on the date of the balance sheet.
Since the Company has not accepted any deposits during
the Financial Year ended March 31,2025, there has been no
non-compliance with the requirements of the Act.
14. Depository System:
SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 mandate that the transfer, except
transmission and transposition, of securities shall be carried
out in dematerialized form only with effect from 1st April
2019. In view of the numerous advantages offered by the
Depository system as well as to avoid frauds, members
holding shares in physical mode are advised to avail of the
facility of dematerialization from either of the depositories.
The Company has, directly as well as through its RTA, sent
intimation to shareholders who are holding shares in
physical form, advising them to get the shares
dematerialized.
15. Subsidiary companies:
Your Company has Five subsidiaries namely Nettlinx
Technologies Private Limited, Nettlinx Realty Private
Limited, Sri Venkateswara Green Power Projects Limited,
Salion SE and Nettlinx INC as on March 31,2025.
In accordance with Section 129(3) of the Act, Consolidated
Financial Statements have been prepared which form part of
this Annual Report. As required under Section 129(3) of the
Act read with Rule 5 of the Companies (Accounts) Rules,
2014, a statement containing the salient features of the
financial statements of the subsidiaries in the prescribed
form AOC-1 is enclosed as Annexure - 1 to this Report.
In accordance with Section 136 of the Act, the separate
audited accounts of the subsidiary companies will be
available on the website of the Company, www.netlinx.com
and the Members desirous of obtaining the accounts of the
Company''s subsidiaries may obtain the same upon request.
These documents will be available for inspection by the
members, till the date of AGM during business hours at
registered office of the company.
The Policy for determining Material Subsidiaries, adopted
by your Board, in conformity with the SEBI Listing
Regulations can be accessed on the Company''s website at
www.netlinx.com.
16. Performance highlights of key operating subsidiaries:
a. Nettlinx Technologies Private Limited
Nettlinx Technologies Private Limited is a wholly owned
subsidiary of Nettlinx Realty Private Limited. Nettlinx
Technologies Private Limited is a global Information
Technology company which provides Information
Technology Support Services in field of System
Administration, System Architect, Datacenter Support,
Business Continuity, Disaster Recovery, Storage, Backup
and Virtualization.
In the rapidly changing technology world, Enterprises
recognize that all of the new technology products they want
to deploy - IoT, serverless, containers, hybrid cloud, AI -
require a robust, flexible, secure, self-healing, software &
hardware driven high quality equipment & devices that can
be integrated, leading to a seamless hyper converged
technological advantage to achieve efficient productivity
with commercially viable pricing and sustained after sales
service extended model. We work 24/7. The support
includes:
- Servers, Routers & Networks Switches
- Cabling, Wireless equipment & Wi-Fi devices
- Firewalls
- Projectors
- DLP (Digital Light Processing)
- Projectors - LCD (Liquid Crystal Display)
- Mobile Jammers
- Printers / Photocopiers/ Scanners
- Internal LAN projects
- CCTV and security surveillance
- Biometric
- Technical Manpower Services
- Web Hosting Services
- Co-location Services - Managed Data Centre Services
b. Nettlinx Realty Private Limited
The Company, several years back, has acquired a land at
Gachibowli at Hyderabad. The company has transferred the
land in Nagpur to an LLP for development which is currently
under process. We should be able to monetize this over next
3 to 4 years The Company has initiated the process of
considering possible tie up with leading Companies to jointly
leverage this land bank for possible conversion into
residential / commercial property development projects.
c. Salion SE
Salion SE is a subsidiary of Nettlinx Limited. It has acquired
95% of Salion SE of Germany
Salion SE is an Management consultant company based
out of Berlin, Germany.
d. Nettlinx INC
Nettlinx Inc. is a US (registered office in NJ) corporation. We
are into software consulting, network services, application
development, and outsourcing and managed cloud
services.
Currently, we are developing a micro ERP application
framework. It is aimed at small businesses which do not
need the complex structure that a full-fledged ERP provides.
The target market small businesses which do not have the
need or utilize their own IT department. Currently, it is in
production with two pharmaceutical distributors.
e. Sri Venkateswara Green Power Projects Limited
Given that the power project is underrated business and the
progress was very slow Hence, the Board has decided to
exist the business in the FY
17. Companies which have become or ceased to be
subsidiaries:
During the FY 2024-25, there was no change in
subsidiaries. For further analysis on the consolidated
performance, the attention is invited to the section on
Management Discussion and Analysis and notes to the
consolidated financial statements.
As on the date of this report Sri Venkateswara Green Power
Projects Limited ceased to be subsidiary of the company
w.e.f. 06.08.2025
18. Investment in subsidiaries:
During financial year 2024-25, the Company had not infused
any capital in Subsidiary Companies.
19. Independent director''s familiarization programmes:
Independent Directors are familiarized about the
Company''s operations, businesses, financial performance
and significant development so as to enable them to take
well-informed decisions in timely manner. Interaction with
the Business heads and key executives of the Company is
also facilitated. Detailed presentations on important policies
of the Company are also made to the directors. Direct
meetings with the Chairperson are further facilitated to
familiarize the incumbent Director about the Company/its
businesses and the group practices.
The details of familiarisation programme held in FY 2024-25
are also disclosed on the Company''s website and its web
link is www.netlinx.com
20. Board Evaluation
The Board of Directors has carried out an annual evaluation
of its own performance, board committees, and individual
directors pursuant to the provisions of the Act and SEBI
Listing Regulations.
The performance of the Board was evaluated by the Board
after seeking inputs from all the directors on the basis of
criteria such as the board composition and structure,
effectiveness of board processes, information and
functioning, etc.
The performance of the Committees was evaluated by the
Board after seeking inputs from the Committee members on
the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note
on Board Evaluation issued by the Securities and Exchange
Board of India. In a separate meeting of Independent
Directors, performance of Non Independent Directors, the
Board as a whole and Chairman of the Company was
evaluated, taking into account the views of Executive and
Non-Executive Directors. The Board and the NRC reviewed
the performance of individual directors on the basis of
criteria such as contribution of the individual director to the
Board and Committee meetings like preparedness on the
issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. At the Board
meeting that followed the meeting of the Independent
Directors and meeting of NRC, the performance of the
Board, its Committees, and individual directors was also
discussed. Performance evaluation of Independent
Directors was done by the entire Board.
The detailed procedure followed for the performance
evaluation of the Board, Committees and Individual
Directors is enumerated in the Corporate Governance
Report.
21. Meetings of the Board:
The Board of Directors duly met Five (5) times on
10.05.2024, 25.07.2025, 13.11.2024 17.01.2025 and
03.02.2025 and in respect of which meetings, proper notices
were given and the proceedings were properly recorded and
signed in the Minutes Book maintained for the purpose.
22. Committees of the Board:
There are various Board constituted Committees as
stipulated under the Act and Listing Regulations namely
Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship and Risk
Management Committee. Brief details pertaining to
composition, terms of reference, meetings held and
attendance thereat of these Committees during the year
have been enumerated in Corporate Governance Report
forming part of this Annual Report.
23. Audit Committee Recommendations:
During the year, all recommendations of Audit Committee
were approved by the Board of Directors.
24. Directors and key managerial personnel (KMP):
a) Appointment/Re-appointment of Directors of the
Company:
Appointment of Mr. Sreenivasa Rao Kurra (DIN: 06386417)
as an Independent Director of the company w.e.f.
13.11.2024
Appointment of Mr. Satya Raja Shakar Praharaju (DIN:
10832201) as an Independent Director of the company
w.e.f. 13.11.2024
Appointment of Mr. Amarender Reddy Bandaru (DIN:
01750325) as Independent Director of the company w.e.f.
10.05.2025
Appointment of Mr. Sundeep Reddy Molakala (DIN:
07302447) as Additional Director in Independent Category
w.e.f. 24.07.2025 subject to the approval of the shareholders
in the ensuing general meeting.
Appointment of Ms. Vaishnavi Nalabala (DIN: 09598868) as
Additional Director in Independent Category w.e.f.
24.07.2025 subject to the approval of the shareholders in the
ensuing general meeting.
b) Resignation/ Cessation of Directors of the Company:
Resignation of Mr. Vijaya Bhasker Reddy Maddi (DIN:
00278842) as a Independent Director of the company w.e.f.
06.02.2025
Resignation of Mrs. Radhika Kundur (DIN: 07135444) as a
Director of the company w.e.f. 25.04.2025
c) Retire By Rotation:
In terms of Section 152(6) of the Companies Act, 2013, Mr.
Venkateswara Rao Narepalem (DIN: 01116904) Director of
the Company is liable to retire by rotation at the forthcoming
Annual General Meeting. Based on the performance
evaluation and recommendation of the Nomination and
Remuneration Committee, the Board recommends
reappointment of Mr. Venkateswara Rao Narepalem (DIN:
01116904) as Director of the Company.
d) Key Managerial Personnel:
Key Managerial Personnel for the financial year 2024-25
⢠Mr. Rohith Loka Reddy Managing Director of the company
appointed w.e.f. 10.05.2025
⢠Mr. Manohar Reddy Loka Managing Director of the
company resignation w.e.f. 10.05.2025
⢠Mr. Sai Ram Gandikota, Company Secretary & Compliance
Officer of the Company Resigned w.e.f. 10.05.2025
⢠Mr. N Mahender Reddy, Company Secretary & Compliance
Officer of the Company Appointed w.e.f. 01.08.2025
⢠Mr. Venkateswara Rao Narepalem, Chief financial officer of
the company
25. Statutory audit and auditors report:
At the Twenty-ninth AGM held on August 4, 2022, the
Members approved the re-appointment of M/s. Niranjan &
Narayan, Chartered Accountants (Firm Registration No.
005899S) as Statutory Auditors of the Company to hold
office for a period of five years from the conclusion of that
AGM till the conclusion of the thirty-Four AGM to be held in
the year 2027.
The Auditors'' Report for fiscal year 2024-2025 does not
contain any qualification, reservation or adverse remark.
The Auditors'' Report is enclosed with the financial
statements in this Annual Report. The Company has
received audit report with unmodified opinion for both
Standalone and Consolidated Audited Financial Results of
the Company for the Financial Year ended March 31, 2025
from the statutory auditors of the Company.
The Auditors have confirmed that they have subjected
themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold valid
certificate issued by the Peer Review Board of the ICAI.
26. Internal auditors:
Pursuant to provisions of Section 138 read with Rule 13 of
the Companies (Accounts) Rules, 2014 and Section 179
read with Rule 8(4) of the Companies (Meetings of Board
and its Powers) Rules, 2014; during the year under review,
the Internal Audit of the functions and activities of the
Company was undertaken by M/s SYB & Co., the Internal
Auditor of the Company.
Deviations are reviewed periodically and due compliance
was ensured. Summary of Significant Audit Observations
along with recommendations and its implementations are
reviewed by the Audit Committee and concerns, if any, are
reported to the Board. There were no adverse remarks or
qualification on accounts of the Company from the Internal
Auditor.
27. Secretarial Auditor and Report:
In compliance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act, the Board at its
meeting held on September 07, 2025, based on
recommendation of the Audit Committee, has approved the
appointment of Aakanksha Dubey & Co., Practising
Company Secretaries, a peer reviewed firm (Firm
Registration No. S2025TS1021000) as Secretarial Auditors
of the Company for a term of five consecutive years
commencing from FY 2025-26 till FY 2029-30, subject to
approval of the Members at the ensuing AG M.
The Secretarial Audit was carried out by M/s VCSR &
Associates, Practicing Company Secretary for the financial
year ended March 31, 2025. The Report given by the
Secretarial Auditor is annexed herewith as Annexure-2 and
forms integral part of this Report.
The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
28. Annual Secretarial Compliance Report:
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated
February 08, 2019 read with Regulation 24(A) of the Listing
Regulations, directed listed entities to conduct Annual
Secretarial compliance audit from a Practicing Company
Secretary of all applicable SEBI Regulations and
circulars/guidelines issued thereunder. Further, Secretarial
Compliance Report dated May 20, 2025, was given by M/s.
VCSR & Associates, Practicing Company Secretary which
was submitted to Stock Exchanges within 60 days of the end
of the financial year.
29. Secretarial Audit of Material Unlisted Indian
Subsidiaries:
M/s. Nettlinx Realty Private Limited (NRPL) and M/s
Nettlinx Technologies Private Limited (NTPL) and Sri
venkateswara Green Power Projects Limited are a material
subsidiary of the Company undertake Secretarial Audit
every year under Section 204 of the Companies Act 2013.
The Secretarial Audit of NRPL and NTPL and Sri
venkateswara Green Power Projects Limited for the
Financial Year 2024-25 was carried out pursuant to Section
204 of the Companies Act 2013 and Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. The Secretarial Audit Report of NRPL
and NTPL, submitted by M/s. VCSR & Associates,
Practicing Company Secretary.
The Reports given by the Secretarial Auditor is annexed
herewith and forms integral part of this Report.
As required under Regulation 16(1) (C) of Listing
Regulations, the Company has formulated and adopted a
policy for determining âMaterial'' Subsidiaries, which has
been hosted on its website at: https://www.nettlinx.com/
30. Cost records and cost audit:
Maintenance of cost records and requirement of cost audit
as prescribed under the provisions of Section 148(1) of the
Act, are not applicable for the business activities carried out
by the Company.
31. No Frauds reported by statutory auditors
During the Financial Year 2024-25, the Auditors have not
reported any matter under section 143(12) of the
Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) (ca) of the Companies Act,
2013.
32. Declaration by the Company
None of the Directors of the Company are disqualified for
being appointed as Directors as specified in Section 164 (2)
of the Act read with Rule 14 of Companies (Appointment and
Qualifications of Directors) Rules, 2014.
33. Conservation of energy, technology absorption and
foreign exchange outgo:
The required information as per Sec.134 (3) (m) of the
Companies Act 2013 is provided hereunder and Rule 8 of
Companies (Accounts) Rules, 2014:
A. Conservation of Energy:
Your Company''s operations are not energy intensive.
Adequate measures have been taken to conserve energy
wherever possible by using energy efficient computers and
purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: Nil
2. Foreign Exchange Outgo: Nil
34. Management discussion and analysis report:
Management discussion and analysis report for the year
under review as stipulated under Regulation 34(2) (e) read
with schedule V, Part B of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 with the stock
exchange in India is annexed herewith as Annexure- 3 to this
report.
35. Risk management policy:
The Board of Directors had constituted Risk Management
Committee to identify elements of risk in different areas of
operations and to develop policy for actions associated to
mitigate the risks. The Committee is responsible for
reviewing the risk management plan and ensuring its
effectiveness. The major risks identified by the businesses
and functions are systematically addressed through
mitigating actions on a continual basis.
36. Corporate governance:
Your Company has taken adequate steps to ensure
compliance with the provisions of Corporate Governance as
prescribed under the Listing Regulations. A separate section
on Corporate Governance, forming a part of this Report and
the requisite certificate from the Company''s Auditors
confirming compliance with the conditions of Corporate
Governance is attached to the report on Corporate
Governance as Annexure-4.
37. Annual Return:
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of
the Companies (Management and Administration) Rules,
2014, the Annual Return in Form MGT-7 is also available on
the Company''s website U RL: https://www.nettlinx.com/
38. Authorised and paid-up capital of the company:
The authorized capital of the company stands at Rs.
34,50,00,000/- divided into 3,45,00,000 equity shares of
Rs.10/- each.
The company''s paid up capital is Rs. 24,17,66,240 /- divided
into 2,14,76,624 equity shares of Rs. 10/- each.
39. Declaration of independence:
The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet with both the criteria of independence as prescribed
under sub-section (6) of Section 149 of the Companies Act,
2013 and under Regulation 16(1) (b) read with Regulation
25 of the Listing Regulations attached as Annexure-5.
In compliance with Rule 6 of Companies (Appointment and
Qualification of Directors) Rules, 2014, all the PIDs of the
Company have registered themselves with the India
Institute of Corporate Affairs (IICA), Manesar and have
included their names in the databank of Independent
Directors within the statutory timeline.
The Independent Directors have also confirmed that they
have complied with Schedule IV of the Act and the
Company''s Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective
independent judgement and without any external influence.
During the year, Independent Directors of the Company had
no pecuniary relationship or transactions with the Company,
other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending
meetings of the Board of Directors and Committee(s).
40. Director''s Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability,
confirm that for the financial year ended March 31,2025:
a) in the preparation of the annual accounts for the financial
year ended 31 March 2025, the applicable accounting
standards and schedule 111 of the Companies Act, 2013 have
been followed and there are no material departures from the
same;
b) the Directors 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 your Company as
on 31 March 2025 and of the profit and loss of the Company
for the financial year ended 31 March 2025;
c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 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) Proper internal financial controls laid down by the Directors
were followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and
f) Proper systems to ensure compliance with the provisions of
all applicable laws were followed and that such systems
were adequate and operating effectively.
41. Vigil Mechanism/Whistle Blower Policy:
The Company has formulated a Vigil Mechanism / Whistle
Blower Policy pursuant to Regulation 22 of the Listing
Regulations and Section 177(10) of the Act, enabling
stakeholders to report any concern of unethical behaviour,
suspected fraud or violation.
The said policy inter-alia provides safeguard against
victimization of the Whistle Blower. Stakeholders including
directors and employees have access to the Managing
Director & CEO and Chairperson of the Audit Committee.
During the year under review, no stakeholder was denied
access to the Chairperson of the Audit Committee.
The policy is available on the website of the Company at
www.netlinx.com.
42. Corporate social responsibility policy:
The Company''s CSR initiatives and activities are aligned to
the requirements of Section 135 of the Act. A brief outline of
the CSR policy and the initiatives undertaken by the
Company on CSR activities during the year under review
are set out in Annexure-8 of this report in the format
prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
This Policy is available on the Company''s website at
https://www.nettlinx.com/polices.html
For other details regarding the CSR Committee, please
refer to the Corporate Governance Report, which forms part
of this report.
43. Secretarial Standards:
The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India and such systems are adequate and operating
effectively. During the year under review, the Company was
in compliance with the Secretarial Standards (SS) i.e., SS-1
and SS- 2, relating to âMeetings of the Board of Directorsâ
and âGeneral Meetingsâ, respectively.
44. Insurance:
The properties and assets of your Company are adequately
insured.
45. Particulars of Loans, Guarantees or Investments
The particulars of loans, guarantees and investments as per
Section 186 of the Act by the Company have been disclosed
in the financial statements.
46. Internal Financial Control Systems:
Your Company has well laid out policies on financial
reporting, asset management, adherence to Management
policies and also on promoting compliance of ethical and
well-defined standards. The Company follows an
exhaustive budgetary control and standard costing system.
Moreover, the management team regularly meets to monitor
goals and results and scrutinizes reasons for deviations in
order to take necessary corrective steps. The Audit
Committee which meets at regular intervals also reviews the
internal control systems with the Management and the
internal auditors.
The internal audit is conducted at the Company and covers
all key areas. All audit observations and follow up actions are
discussed with the Management as also the Statutory
Auditors and the Audit Committee reviews them regularly.
47. Related Party Transactions:
All related party transactions that were entered into during
the financial year were on arm''s length basis and were in the
ordinary course of business. During the financial year 2024¬
25, there were no materially significant related party
transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest
of the Company at large.
In line with the provisions of Section 177 of the Act read with
the Companies (Meetings of the Board and its Powers)
Rules, 2014, omnibus approval for the estimated value of
transactions with the related parties for the financial year is
obtained from the Audit Committee. The transactions with
the related parties are routine and repetitive in nature.
The summary statement of transactions entered into with
the related parties pursuant to the omnibus approval so
granted are reviewed & approved by the Audit Committee
and the Board of Directors on a quarterly basis. The
summary statements are supported by an independent audit
report certifying that the transactions are at an arm''s length
basis and in the ordinary course of business
The Form AOC-2 pursuant to Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is is annexed herewith as Annexure-
6 to this report.
48. Policy on director''s appointment and remuneration:
In adherence to the provisions of Section 134(3)(e) and
178(1) & (3) of the Companies Act, 2013, the Board of
Directors upon recommendation of the Nomination and
Remuneration Committee approved a policy on Director''s
appointment and remuneration, including, criteria for
determining qualifications, positive attributes,
independence of a Director and other matters. The said
Policy extract is covered in Corporate Governance Report
which forms part of this Report and is also uploaded on the
Company''s website at www.netlinx.com.
49. Particulars of Employees and related Disclosure:
Disclosure pertaining to remuneration and other details as
required under section 197 of the Companies Act, 2013 read
with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
given in Annexure-7 to this Report.
The Statement containing the particulars of employees as
required under section 197(12) of the Companies Act, 2013
read with rule 5(2) and other applicable rules (if any) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report. Further, the report and the
accounts are being sent to the members excluding
During the year none of the employees is drawing a
remuneration of Rs.1,02,00,000/- and above per annum or
Rs.8,50,000/- per month and above in aggregate per month,
the limits specified under the Section 197(12) of the
Companies Act,2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
50. Implementation of Corporate Action
During the year under review, the Company has not
implemented any Corporate Actions.
51. Shares transferred to investor education and
protection fund:
No shares were transferred to the Investor Education and
Protection Fund during the year under review.
52. Ratio of remuneration to each director:
Under section 197(12) of the Companies Act, 2013, and
Rule 5(1) (2) & (3) of the Companies (Appointment &
Remuneration) Rules, 2014 read with Schedule V of the
Companies Act, 2013 the ratio of remuneration is mentioned
in Annexure -7
53. Non-executive directors'' compensation and
disclosures:
None of the Independent / Non-Executive Directors has any
pecuniary relationship or transactions with the Company
which in the Judgment of the Board may affect the
independence of the Directors.
54. Industry based disclosures as mandated by the
respective laws governing the company:
The Company is not a NBFC, Housing Companies etc., and
hence Industry based disclosures is not required.
55. Failure to implement corporate actions:
During the year under review, no corporate actions were
done by the Company which were failed to be implemented.
56. Corporate insolvency resolution process initiated
under the insolvency and bankruptcy code, 2016.
No corporate insolvency resolution processes were initiated
against the Company under the Insolvency and Bankruptcy
57. Details of difference between valuation amount on one
time settlement and valuation while availing loan from
banks and Financial institutions:
During the year under review, there has been no one time
settlement of loans taken from banks and financial
institutions.
The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies.
All the policies are available on our website
(https://www.nettlinx.com/). The policies are reviewed
periodically by the Board and updated based on need and
new compliance requirement.
|
Name of the policy |
Brief Description |
Website link |
|
Board Diversity Policy |
At, Nettlinx Limited we believe that a truly diverse board will |
|
|
Nomination and Remuneration Policy |
This policy formulates the criteria for determining qualifications, |
|
|
Policy on Material Subsidiaries |
The policy is used to determine the material subsidiaries and |
|
|
Related Party Transaction Policy |
The policy regulates all transactions between the Company and |
59. Statutory compliance:
The Company has complied with the required provisions relating to
statutory compliance with regard to the affairs of the Company in all
respects.
60. Code of conduct for the prevention of insider trading:
Pursuant to the provisions of SEBI (Prohibition of Insider Trading)
Regulations, 2015 as amended from time to time, the Company has
formulated a Code of Conduct for Prevention of Insider Trading
(âInsider Trading Codeâ) and a Code of Practices and Procedures for
fair disclosure of Unpublished Price Sensitive Information (âUPSIâ).
The Code of Practices and Procedures for fair disclosure of UPSI is
available on the website of the Company at https://www.nettlinx.com/
61. CEO/CFO Certification:
As required Regulation 17(8) read with Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the
CEO/CFO certification is attached with the annual report as
Annexure-9.
62. Statement on Maternity Benefit Compliance:
The company has complied with the provisions of Maternity Befit Act
1961 for the Financial Year 2024-25.
63. Prevention of sexual harassment at workplace:
The Company has always believed in providing a safe and harassment
free workplace for every individual working in its premises through
various policies and practices. The Company always endeavors to
create and provide an environment that is free from discrimination and
harassment including sexual harassment.
The Company has adopted a policy on Prevention of Sexual
Harassment at Workplace which aims at prevention of harassment of
employees and lays down the guidelines for identification, reporting
and prevention of undesired behavior. An Internal Complaints
Committee (âICCâ) has been set up by the senior management (with
women employees constituting the majority). The ICC is responsible
for redressal of complaints related to sexual harassment and follows
the guidelines provided in the Policy.
During the financial year ended March 31, 2025, no complaints
pertaining to sexual harassment have been received.
64. Green Initiatives:
In commitment to keep in line with the Green Initiative and going
beyond it to create new green initiatives, electronic copy of the Notice of
26th Annual General Meeting of the Company are sent to all Members
whose email addresses are registered with the Company/Depository
Participant(s). For members who have not registered their e-mail
addresses, physical copies are sent through the permitted mode.
65. Event Based Disclosures
During the year under review, the Company has not taken up any of the
following activities:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee''s stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for
purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: N
66. Disclosure pursuant to Part A of Schedule V of SEBI LODR
Disclosure pursuant to Part-A of Schedule V read with Regulation 34(3)
of SEBI is attached as Annexure-2 of this report.
67. Other Disclosures:
Your Directors state that no disclosure or reporting is required in respect
of the following items as there were no transactions on these items
during the year under review:
a. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of
the Company under any scheme save and except ESOS
referred to in this Report.
c. Neither the Managing Director nor the Whole-time Directors of
the Company receive any remuneration or commission from any
of its subsidiaries.
68. Appreciation & acknowledgement:
Your Directors place on record their appreciation for the overwhelming
co-operation and assistance received from the investors, customers,
business associates, bankers, vendors, as well as regulatory and
governmental authorities. Your Directors also thanks the employees at
all levels, who through their dedication, co-operation, support and
smart work have enabled the company to achieve a moderate growth
and is determined to poise a rapid and remarkable growth in the year to
come.
Your Directors also wish to place on record their appreciation of
business constituents, banks and other "financial institutions and
shareholders of the Company like SEBI, BSE, MSEI, NSDL, CDSL,
HDFC Bank etc. for their continued support for the growth of the
Company.
For and on behalf of the Board of Directors
Nettlinx Limited
Sd/- Sd/-
Rohith Loka Reddy Jeeten Anil Desai
Place: Hyderabad Managing Director Independent Director
Date: 07.08.2025 (DIN: 06464331) (DIN: 07254475)
Mar 31, 2024
The Directors take pleasure in presenting their thirty first [31s1) Annual Report and the audited Statement of Accounts, highlighting the business operations and financial results for the financial year ended March 31, 2024. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.
1. FINANCIAL HIGHLIGHTS:
The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below:
|
(Amount in Lakhs) |
||||
|
Standalone |
Consolidated |
|||
|
Particulars |
2023-2024 |
2022-2023 |
2023-2024 |
2022-2023 |
|
Revenue from Operations |
1998.33 |
1017.84 |
3,274.93 |
2,166.96 |
|
Other Income |
4.49 |
6.27 |
13.95 |
137.06 |
|
Total Income |
2002.82 |
1024.11 |
3,288.88 |
2,304.02 |
|
Total Expenditure |
1125.37 |
836.58 |
2159.32 |
2272.62 |
|
Profit before Interest and Depreciation |
1068.91 |
377.88 |
1329.3 |
229.16 |
|
Finance Cost |
98.88 |
97.88 |
100.54 |
98.91 |
|
Depreciation |
92.57 |
92.48 |
99.2 |
98.85 |
|
Profit before exceptional items and Tax |
877.45 |
187.53 |
1129.56 |
31.4 |
|
Exceptional Item |
0 |
0 |
- |
- |
|
Profit/(Loss) Before Tax |
877.45 |
187.53 |
1129.56 |
31.4 |
|
Current Tax |
241.83 |
48.77 |
312.36 |
51.17 |
|
Prior Period Taxes |
1.9 |
0.07 |
1.97 |
-0.06 |
|
Deferred Tax Asset |
-0.14 |
1.97 |
0.29 |
2.04 |
|
Less: Provision of MAT |
0 |
0 |
0 |
0 |
|
Net Profit/ (loss) after Tax |
633.85 |
136.72 |
814.94 |
-21.74 |
|
Other Comprehensive Income |
||||
|
Net (loss)/gain on fair value through OCI (FVTOCI) |
37.02 |
17.79 |
246.61 |
17.79 |
|
Income-tax effect |
-10.3 |
-4.95 |
-64.79 |
-4.95 |
|
Other comprehensive income for the year, net of tax |
26.72 |
12.84 |
181.82 |
12.84 |
|
Total comprehensive income for the Year |
660.57 |
149.56 |
997.49 |
10.24 |
|
Total comprehensive income attributable to non-controlling interest |
-- |
-- |
-0.73 |
-19.14 |
|
Total comprehensive income attributable to parent |
-- |
-- |
997.49 |
10.24 |
|
Surplus brought forward from previous year |
1284.31 |
1194.64 |
-40.43 |
28.37 |
|
Balance available for appropriation |
1918.16 |
1331.36 |
774.51 |
6.63 |
|
Proposed Dividend on Equity Shares |
-- |
-47.05 |
-- |
-47.05 |
|
Provision for Dividend Tax |
-- |
-- |
-- |
-- |
|
Transfer to General Reserves |
-- |
-- |
-- |
-- |
|
Bonus |
-74.94 |
-- |
-74.94 |
-- |
|
Others |
-- |
-- |
-- |
-- |
|
Surplus carried forward to Balance Sheet |
1843.22 |
1284.31 |
699.57 |
-40.42 |
|
Equity Share Capital (2,41,766,24 Shares of Rs 10/-each) |
2417.6624 |
1176.3312 |
2417.6624 |
1176.3312 |
|
E.P.S (After Prior Period Items) (Rupees) |
2.62 |
1.16 |
3.37 |
-0.02 |
|
Net Worth |
47.32 |
38.34 |
50.22 |
39.48 |
|
Book Value in Rupees (face value of Rs. 10/- each) |
19.57 |
15.85 |
20.77 |
16.32 |
2. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR:
During the fiscal year 2023-24, Nettlinx Limited has demonstrated remarkable financial performance, marking a significant milestone in our growth trajectory.
Revenue Growth: Our revenue from operations experienced a substantial increase of 96.33%, rising from Rs. 1,017.84 lakhs in FY 2022-23 to Rs. 1,998.33 lakhs in FY 2023-24. This impressive growth underscores our enhanced market presence and operational efficiency, driven by new product launches, market expansion and strategic initiatives.
Profitability Enhancement: The company''s net profit witnessed a dramatic surge of 363.61%, growing from Rs. 136.72 lakhs in FY 2022-23 to Rs. 633.85 lakhs in FY 202324. This substantial increase in profitability reflects our successful implementation of cost-control measures, improved operational efficiencies, and robust revenue growth.
On a consolidated basis,
⦠Revenue Growth:
¦ The revenue from operations increased by 51.10% from 2,166.96 lakhs in FY 2022-23 to 3,274.93 lakhs in FY 202324. This growth indicates a strong rebound and improved business activities during the year.
⦠Profitability:
- The net profit showed a remarkable turnaround, moving from a loss of 21.74 lakhs in FY 2022-23 to a substantial profit of 814.94 lakhs in FY 2023-24. This improvement highlights effective cost management, increased operational efficiency, and enhanced market performance.
⦠Operational Efficiency:
- The total expenditure decreased from 2,272.62 lakhs in FY 2022-23 to 2,159.32 lakhs in FY 2023-24, reflecting a focused approach towards cost control and resource optimization.
⦠Profit before Interest and Depreciation:
- The profit before interest and depreciation rose significantly from 229.16 lakhs in FY 2022-23 to 1,329.30 lakhs in FY 2023-24, showcasing the Company''s ability to generate higher earnings from its core operations.
The financial year 2023-24 has been a year of strong recovery and growth for your Company. With significant increases in revenue and profitability, along with effective cost management, the Company is well-positioned for sustained future performance. The strategic initiatives implemented during the year have yielded positive results, laying a solid foundation for continued success.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
Consolidation of Clients, rationalization of market segments & expansion of Sales force will be the Focused
approach in Financial Year 2023-2024 to achieve the targeted numbers. During the Financial Year 2023-2024 the plan is to profitably balance out and integrate Top line growth with reasonable bottom lines.
4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments, if any, affecting the financial position of your Company which have occurred between the end of financial year of the Company to which the Financial Statements relate and date of this Report.
5. FUTURE OUTLOOK:
Renewed thrust with a larger Sales force to tap the growing market during Q 2 , Q 3 & Q 4 will take up the Top line under stand alone to a level of Rs.3002.82 lakhs, up from the previous year''s Rs . 2002.82 Lakhs, an estimated growth of around 49.92 % YoY .
Standalone:
In the ISP segment, there is immense competition in both the twin states of Telangana State & Andhra Pradesh State. On one hand, Home grown and dominant localized State level A & B category ISPs are fighting for larger market shares with bigger brand presence & reach. On the other side, National TELCOs are also directly marketing all their Voice, Data & Video service offerings in the same markets. Margins are shrinking with incremental fixed costs. Fall in Internet Bandwidth buying prices is getting negated with higher demand from end consumers from the point of view of both quality & quantity of bandwidth, which poses a challenge in optimizing usage of Internet bandwidth manage the band, thus not. State Governments on both sides are exploring the possibility of providing Free Wi-Fi in select Cities & principal towns. This may add to the existing fierce competition. Additionally, Reliance JIO Communications is expected to play havoc in the market with their aggressive combo offerings and marketing campaigns. Against the above backdrop, Nettlinx has strategically positioned itself in a niche market segment comprising of larger reliance on SMEs, Educational Institutions & Business Broadband than relying on third party Cable Operators network as opposed to only the home broadband segment & whole sale bandwidth by most others. Under these circumstances, Nettlinx will be able to overcome competition and scale over all the hurdles and achieve the desired and budgeted financial numbers. Consolidated:
Nettlinx Technologies Private Limited:
Nettlinx Technologies Private Limited is a wholly owned
subsidiary of Nettlinx Realty Private Limited. Nettlinx Technologies Private Limited is a global Information Technology company which provides Information Technology Support Services in field of System Administration, System Architect, Datacenter Support, Business Continuity, Disaster Recovery, Storage, Backup and Virtualization.
In the rapidly changing technology world, Enterprises recognize that all of the new technology products they want to deploy - loT, serverless, containers, hybrid cloud, AI
- require a robust, flexible, secure, self-healing, software & hardware driven high quality equipment & devices that can be integrated, leading to a seamless hyper converged technological advantage to achieve efficient productivity with commercially viable pricing and sustained after sales service extended model. We work 24/7. The support includes:
- Servers, Routers & Networks Switches
- Cabling, Wireless equipment & Wi-Fi devices
- Firewalls
- Projectors - DLP [Digital Light Processing]
- Projectors - LCD [Liquid Crystal Display]
- Mobile Jammers
- Printers / Photocopiers/ Scanners
- Internal LAN projects
- CCTV and security surveillance
- Biometric
- Technical Manpower Services
- Web Hosting Services
- Co-location Services
- Managed Data Centre Services
Nettlinx Realty Private Limited:
With an objective of profitable diversification under the Nettlinx Holding Company, Nettlinx Realty Private Limited has chalked out ambitious plans as the real estate sector is booming across the principal cities in India and is poised to grow rapidly in the next few years. As a first step towards achieving this objective, The Company, several years back, has acquired a land at Gachibowli at Hyderabad. Additionally it has bought another land at Nagpur identifying its potential and to take advantage of Nagpur becoming a major multi modal cargo hub and this land is very close to the SEZ. The Company has initiated the process of considering possible tie up with leading Companies to jointly leverage this land bank for possible conversion into residential / commercial property development projects.
The initial investments on these two lands got appreciated manifold owing to huge demand and land rates going up north. In Both these specific locations where the land is situated, exponential residential apartments are coming up from multiple developers. We should be able to monetize over a period of 2 - 3 years as we are going to enter development agreements with leading Companies.
SALION SE:
Salion SE is a subsidiary of Nettlinx Aqua culture Private Limited. It has acquired 95% of Salion SE of Germany.
Salion SE is an Management consultant company based out of Berlin, Germany. The Corporation manages more than Euro 1.70 Million investments. It has a specialized team which advises on M&A and financing of M&A transactions. This strategic investment will help Nettlinx build a war chest for future acquisitions of High tech companies in the industrial space in Germany.
The Company derives advantage through this route on account of extended leverage it gets in a low interest country where in the current interest rates are lesser than 2% PA against the interest rates prevailing in India which hover around 10% PA.
Salion SE has excellent credit rating and presently can leverage this investment to the tune of around Euro 20 Million. For overseeing this new project, Mr. Abraham Joy will be on the supervisory board of Salion SE to take care of the overall operations along with his team.
NETTLINX INC:
Nettlinx Inc. is a 18-year-old US [registered office in NJ) corporation. We are into software consulting, network services, application development, and outsourcing and managed cloud services. Clients include big companies like IBM, Microsoft, Vanguard, HCL to name a few.
Currently, we are developing a micro ERP application framework. It is aimed at small businesses which do not need the complex structure that a full-fledged ERP provides. The target market small businesses which do not have the need or utilize their own IT department. Currently, it is in production with two pharmaceutical distributors.
SRI VENKATESWARA GREEN POWER PROJECTS LIMITED:
Sri Venkateswara Green Power Projects Limited (SV Green] was incorporated in the year 1999 to establish power projects in the non renewable energy sector. â14 MW Waste to Energy Power Plant Based on RDF" facility at Yacharam Village & Mandal, Range Reddy District, Telangana State, utilizing the MSW from GHMC with a project cost of Rs.247.69 cr.
SV Green has entered into a Concession Agreement with GHMC on 10th November 2010 for the supply of 700 TPD Hyderabad MSW to the project site - Re Ratified vide G.O. No. 448 date 26.07.2017. (MA&UD - Govt. Of Telangana).
With all the required permissions in place, the present project envisages developing and implementing a viable and environmentally sustainable 14 MW Energy from Waste, which would scientifically process and dispose the MSW. The project facility covers processing and treatment of MSW, which includes:
- Upto 1000 TPD MSW receipt and processing plant,
- 14 MW Waste to Energy Plant for combustible component,
- Leachate collection and Treatment system,
- Inert management facility.
The company has already acquired land admeasuring about 25 Acres in Yacharam Village, near Hyderabad. The project site is about 2kms. From SH-19, Nagarjunasagar Highway, 55 km from city centre, 22 km from ORR.
Power Finance Corporation has issued a sanction as a lead lender for a debt of Rs. 136.22 cr. Out of which PFC is taking an exposure of Rs. 95.36 cr. and the reaming Rs. 40.86 cr. will be provided by the secondary lenders. The company has launched the applications for the same at Bank of Maharashtra, Indian Bank and Punjab National Bank. The sanction for the said amount is expected in by end of September, 2021.
MNRE under Central Financial Assistance has announced a grant of Rs.478 cr. for the renewable energy projects [Waste to Energy/ Bio Mass/ Gasification]. SV Green is also eligible for a grant upto Rs. 50 cr. The company has applied for the grant and is one among the shortlisted companies. The application is under process. The sanction for the same is expected in next few months.
6. SUBSIDIARIES:
Company has Two wholly owned subsidiaries namely Nettlinx Inc., and Nettlinx Realty Private Limited, Two Subsidiaries namely Sri Venkateswara Green Power Projects Limited and Salion SE and one step down subsidiary namely Nettlinx Technologies Private Limited. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 [âAct"].
The details of financial performance of Subsidiary/ Joint Venture/Associate Company is furnished in Annexure-A.
7. RESERVES:
The closing balance of the retained earnings of the Company for FY 2024, after all appropriation and adjustments was Rs. 558.91 Lakhs.
No amount is proposed to be transferred to reserves for the financial year ended March 31, 2024.
8. SHARE CAPITAL:
The Authorized Share Capital of the company is Rs.34,50,00,000 divided into 3,45,00,000 equity shares of Rs.10 [Rupees Ten Only] each as on March 31, 2024.
The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2024 is Rs. 24,17,66,240 divided into 2,41,76,624 equity shares of Rs. 10 [Rupees Ten Only] each.
A. BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year under review.
B. SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the year under review.
C. BONUS SHARES:
During the financial year 2023-24, the Company issued bonus shares in the ratio of 1:1. This means that for every share held by the shareholders, they received one additional share. The decision to issue bonus shares reflects the Company''s robust financial health and its commitment to enhancing shareholder value. The issuance of bonus shares not only increases the liquidity of the Company''s shares in the market but also rewards the shareholders for their continued support and confidence in the Company''s growth prospects.
D. EMPLOYEES STOCK OPTION PLAN:
The Company has not provided any Stock Option Scheme to the employees.
9. DIVIDEND:
The Board of Directors at their meeting held on May, 10, 2024 has recommended payment of Rs 0.40/- paisa per equity share being 4% on the face value of Rs 10 each as final dividend for the financial year ended March,31 2024. The payment of dividend is subject to approval of the shareholders at the 31slAnnual General Meeting (âAGM") of the Company. The dividend payout is in accordance with the company''s dividend distribution policy In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.
Pursuant to Regulation 43A of SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 [âthe Listing Regulations"), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https://www.nettlinx.com/ company/DIVIDENDDISTRIBUTIONPOLICY.pdf
10. DEPOSITS:
The Company has not accepted any deposits from the public in terms of Chapter V of the Companies Act, 2013. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
11. DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.
During the Financial Year 2023-2024, no company ceased to be subsidiary and associates of the company and your company does not have any joint ventures.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The composition of the Board is in accordance with provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, with an appropriate combination of Non-executive and Independent Directors.
DIRECTORS:
Mr. Vijay Kumar Maistry was appointed as Additional Director of the company with effect from 28.07.2023 who shall hold office upto the date of ensuing Annual General Meeting and he later regularized as director in the 30th Annual General Meeting held on 20.09.2023. RE-APPOINTMENTS:
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Radhika Kundur [Holding DIN: 07135444), Director of the Company retires by rotation and being eligible, offers herself for re-appointment.The Board recommends her reappointment at the ensuing Annual general Meeting of the company.
STATEMENT ON THE DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS AS PER SECTION 149(6) OF COMPANIES ACT, 2013:
The company has received necessary declarations from each Independent Director under section 149[7) of Companies Act, 2013, that they meet the criteria of independence as laid down under section 149 [6) of the Companies Act, 2013 and Regulation 25 of Securities And Exchange Board Of India [Listing Obligations And Disclosure Requirements) Regulations, 2015.
DETAILS OF KEY MANAGERIAL PERSONAL (KMP): Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are - Dr. Manohar Loka Reddy, Managing Director, Mr. Venkateswara Rao Narepalem, Chief Financial Officer and Mr. Sai Ram Gandikota, Company Secretary as on 31.03.2024.
NUMBER OF MEETINGS OF THE BOARD:
Six [6) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
|
Details of the attendance of the Directors at the Board meetings held during the year ended 31stMarch 2024 areas follows: |
|||||||
|
Date of board meeting |
Mr. Manohar Reddy Loka |
Mr. Vijaya Bhasker Reddy Maddi |
Mr. Venkateswara Rao Narepalem |
Mrs. Radhika Kundur |
Mr. Jeeten Anil Desai |
Dr. Dieck Erwin Leopold |
Mr Vijay Kumar Maistry |
|
12.04.2023 |
Present |
Present |
Present |
Absent |
Present |
Absent |
NA |
|
25.04.2023 |
Present |
Present |
Present |
Absent |
Present |
Absent |
NA |
|
30.05.2023 |
Present |
Present |
Present |
Absent |
Present |
Absent |
NA |
|
28.07.2023 |
Present |
Present |
Present |
Present |
Present |
Absent |
NA |
|
07.11.2023 |
Present |
Present |
Present |
Absent |
Present |
Absent |
Present |
|
02.02.2024 |
Present |
Present |
Present |
Absent |
Present |
NA |
Present |
a. Extraordinary General Meeting: No extraordinary general meeting of the members was held during financial year 2023-2024.
b. Postal ballot: During the financial year 2023-2024, the Company passed one special resolution through postal ballot through e-voting.
|
Date of EGM Notice |
Resolutions passed |
Date of EGM |
Scrutinizer |
Link for EGM notice and results |
|||||||
|
10.03.2023 |
To Capitalise Reserves of the company and to issue bonus equity shares |
08.04.2023 |
VCSR & Associates Upender Reddy Sama [M No.A17738 CP No:6877) Practicing Company Secretaries |
/company/PBR- Feb2023.pdf |
|||||||
|
Description of the Resolution |
Votes in favour of the resolution |
Votes against the resolution |
Invalid votes |
||||||||
|
Number of members |
Number of valid votes cast [Shares) |
Percentage of total number of valid votes cast |
Number of members voted |
Number of valid votes cast [Shares) |
Percentage of total number of votes |
Total number of members whose votes were declared invalid |
Total number of invalid votes cast [Shares) |
||||
|
To Capitalise Reserves of the company and to issue bonus equity shares |
43 |
5277172 |
100% |
1 |
1 |
||||||
|
Meeting of Independent directors meeting held on 02.02.2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. |
|||||||||||
BOARD EVALUATION:
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements), Regulations 2015["SEBI Listing Regulations").
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company''s policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.
13. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
2. 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 at the end of the financial year and of the profit of the Company for that period;
3. That the Directors 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;
4. They have prepared the annual accounts on a going concern basis;
5. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;; and;
6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over f financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2024.
14. COMPOSITION OF THE COMMITTEES AND ITS MEETINGS:
AUDIT COMMITTEE:
The Audit Committee working under Chairmanship of Mr. Vijaya Bhasker Reddy Maddi, with Mr. Jeeten Anil Desai and Mr. Manohar Reddy Loka as co-members. During the year, the sub-committee met on five occasions with full attendance of all the members.
There were six (6) Audit Committee Meetings held during the year on 12.04.2023, 25.04.2023, 30.05.2023, 28.07.2023, 07.11.2023 and 02.02.2024.
|
The composition of the Audit Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under: |
||||
|
Attendance at |
Name of the Director |
|||
|
the Committee Meetings held on |
Dr. Manohar Reddy Loka Category - Member |
Mr. Vijaya Bhasker Reddy Maddi Category - Chairman |
Mr. Jeeten Anil Desai Category - Member |
|
|
12.04.2023 |
Present |
Present |
Present |
|
|
25.04.2023 |
Present |
Present |
Present |
|
|
30.05.2023 |
Present |
Present |
Present |
|
|
28.07.2023 |
Present |
Present |
Present |
|
|
07.11.2023 |
Present |
Present |
Present |
|
|
02.02.2024 |
Present |
Present |
Present |
|
|
The composition of the Audit Committee and details of the Members is as follows: |
||||
|
Name of Director |
Designation |
Category |
||
|
Sri. Vijaya Bhasker Reddy Maddi |
Chairman |
NEDCI) |
||
|
Sri. Jeeten Anil Desai |
Member |
NEDCI) |
||
|
Dr. Manohar Loka Reddy |
Member |
Managing Director |
||
|
STAKEHOLDER''S RELATIONSHIP COMMITTEE: |
||||
|
Name of Director |
Designation |
Category |
||
|
Sri. Vijaya Bhasker Reddy Maddi |
Chairman |
NEDCI) |
||
|
Sri. Jeeten Anil Desai |
Member |
NEDCI) |
||
|
Dr. Manohar Loka Reddy |
Member |
Managing Director |
||
|
The composition of Stakeholders Relationship Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under: |
||||
|
Attendance at |
Name of the Director |
|||
|
the Committee Meetings held on |
Dr. Manohar Reddy Loka Category - Member |
Mr. Vijaya Bhasker Reddy Maddi Category - Chairman |
Mr. Jeeten Anil Desai Category - Member |
|
|
10.04.2023 |
Present |
Present |
Present |
|
|
30.05.2023 |
Present |
Present |
Present |
|
|
30.06.2023 |
Present |
Present |
Present |
|
|
24.07.2023 |
Present |
Present |
Present |
|
|
14.08.2023 |
Present |
Present |
Present |
|
|
20.09.2023 |
Present |
Present |
Present |
|
|
07.11.2023 |
Present |
Present |
Present |
|
|
02.02.2024 |
Present |
Present |
Present |
|
|
NOMINATION AND REMUNERATION COMMITTEE: The Details of composition of the Committee as on 31st March, 2024 are given below: |
||||
|
Name |
Designation |
Category |
||
|
Sri. Vijaya Bhasker Reddy Maddi |
Chairman |
NEDCI) |
||
|
Sri. Jeeten Anil Desai |
Member |
NEDCI) |
||
|
Mr.Erwin Leopold Dieck |
Member |
NEDCI) |
||
|
Consequent to cessation of Mr. Erwin Leopold Dieck as director, the composition of the Nomination and Remuneration Committee were reconstituted on 07th November, 2024 and details of the Members is as follows: |
|||||||
|
Name |
Designation |
Category |
|||||
|
Sri. Vijaya Bhasker Reddy Maddi |
Chairman |
NED(I) |
|||||
|
Sri. Jeeten Anil Desai |
Member |
NED(I) |
|||||
|
Mr. Vijay Kumar Maistry |
Member |
NED(I) |
|||||
|
NED (I) : Non Executive Independent Director The composition of the Nomination, Remuneration and Compensation Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under: |
|||||||
|
Attendance at the Committee Meetings held on |
Name of the Director |
||||||
|
Mr. Erwin Leopold Dieck Category - Member |
Mr. Vijaya Bhasker Reddy Maddi Category - Chairman |
Mr. Jeeten Anil Desai Category - Member |
Mr. Vijay Kumar Maistry Category - Member |
||||
|
12.04.2023 |
Absent |
Present |
Present |
NA |
|||
|
25.04.2023 |
Absent |
Present |
Present |
NA |
|||
|
30.05.2023 |
Absent |
Present |
Present |
NA |
|||
|
28.07.2023 |
Absent |
Present |
Present |
NA |
|||
|
07.11.2023 |
Absent |
Present |
Present |
Present |
|||
|
02.02.2024 |
NA |
Present |
Present |
Present |
|||
15. MEETING OF INDEPENDENT DIRECTORS
A separate meeting of the Independent Directors was held on 02nd February 2024, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and NonExecutive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.
16. AUDITORS AND AUDITOR''S REPORT:
M/s. Niranjan & Narayan, Chartered Accountants [Firm Registration No. 005899S) allotted by The Institute of Chartered Accountants of India (ICAI) was appointed as Auditors of the company for a term of consecutive five years at the 29th Annual General Meeting held on 04ll,August, 2022.
They have confirmed that they are not disqualified from continuing as auditors of the company.
The notes on 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, adverse remark or disclaimer.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Act and Rules, Regulation 24A of the Listing Regulations and other applicable provisions framed there under, your Company had appointed M/s VCSR & Associates, Company Secretaries, to carry out Secretarial Audit for the financial year 2023-2024.
SECRETARIAL AUDITORS'' REPORT:
The auditors'' report and secretarial auditors'' report does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit report is annexed herewith as â(Annexure B)â & â(Annexure B1)â. The report is selfexplanatory and do not call for any further comments.
SECRETARIAL AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE:
As required by Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulations") the Secretarial Auditor''s Certificate on Corporate Governance is enclosed as Annexure-C to the Board''s Report. The Auditors certificate for Financial Year 2023-2024 does not contain any qualifications, reservations or adverse remarks.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Directors or Officers 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.
17. ANNUAL RETURN AND EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92C3) and Section 134C3)Ca) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2024, on its website at the web-link : https://www.nettlinx.com/annual-returns-2/.
18. PARTICULARS OF EMPLOYEES:
a) The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-D to this report.
b) Pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the Year under review, None of the employees of the company employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees; None of the employees of the company employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month; None of the employees of the company employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.
19. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &ANALYSIS REPORTS:
The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as Annexure-E and Annexure-F respectively together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as per SEBI Listing Regulations.
20. TRANSACTIONS WITH RELATED PARTIES:
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.
There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc, which may have potential conflict with the interest of the Company at large. Hence no disclosure in Form AOC-2 is required. All related party transactions are presented to the Audit Committee and the Board for its approval.
The Related Party Transaction Policy has been devised by your company for determining the materiality of transactions with related parties and dealings with them.
21. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.
22. MAINTENANCE OF COST RECORDS:
The Company is not required maintain the Cost records Under the Companies Act, 2013.
23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place, an adequate system of internal controls commensurate with its size, requirements and the nature of operations. These systems are designed, keeping in view the nature of activities carried out at each location and the various business operations. The company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.
The Internal Auditor monitors and evaluates the efficiency adequacy of internal controls system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. During the year, the Audit Committee met regularly to review reports submitted by the Internal Audit. All significant audit observations and follow-up actions thereon were reported to the Audit Committee. The Audit Committee also met the Company''s Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the Company. Your Company also has a Risk Management Framework in place covering all critical areas of operation. This framework is reviewed periodically keeping in mind the business dynamics and external environment and provides the guidelines for managing the various risks across the business.
24. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.nettlinx.com.
25. RISK MANAGEMENT:
The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The
committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.
26 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The particulars of loans, guarantees or investments made under section 186 of the Companies Act 2013 are covered in the notes of the Financial Statement for the year ended 31slMarch, 2024.
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013.
⦠The Company has not received any complaints during the year.
⦠The Company regularly conducts awareness programs for its employees.
⦠The following is a summary of sexual harassment complaints received and disposed off during the year:
|
S.No. |
Particulars |
Status of the No. of complaints received and disposed off |
|
1. |
Number of complaints on Sexual harassment received |
Nil |
|
2. |
Number of Complaints disposed off during the year |
Not Applicable |
|
3. |
Number of cases pending for more than ninety days |
Not Applicable |
|
4. |
Number of workshops or awareness programme against sexual harassment carried out |
The Company regularly conducts necessary awareness programs for its employees |
|
5. |
Nature of action taken by the employer or district officer |
Not Applicable |
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation oF Energy:
The operations of the company involve low energy consumption. However adequate measures have been taken to conserve energy wherever practicable.
(B) Technology absorption, adaptation and innovation:
The company continues to use the latest technologies for improving the quality of its operations. Provision of state of the Art communication facilities to all software development centres and total technology solutions to its clients contribute to technology absorption and innovation.
(C) Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as follows:
Foreign Exchange Inflows : Rs. NIL /-Foreign Exchange Outflows: Rs.NIL/-
30. CORPORATE SOCIAL RESPONSIBILITY (CSR):
For the year ended 31st March, 2024 the provisions of Section 135 of the Companies Act, 2013 are applicable to the
Company as the net profit of the Company for the year 2023-2024 is more than Rs.5.00 Crores. The details pertaining to the utilization of the Profits towards the CSR Activities, CSR policy and the Corporate Social Responsibility Committee are given in the Corporate Governance Report annexed to this report. The Company is in the process of identifying the project to spend CSR amount. The Annual Report on CSR activities in terms of the requirements of Companies [Corporate Social Responsibility Policy] Rules, 2014 is enclosed at Annexure-H, which forms part of this Board''s Report.
31. HEALTH AND SAFETY/ INDUSTRIAL RELATIONS:
The company continues to accord high priority to health and safety of employees at manufacturing locations. During the year under review, the company conducted safety training programmes for increasing disaster preparedness and awareness among all employees at the plants. Training programmes and mock drills for safety awareness were also conducted for all employees at the plants. Safety Day was observed with safety competition programmes with aim to imbibe safety awareness among the employees at the plant. During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
32. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
All new independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the Corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website, at https://www.nettlinx.com/company/Nettlinx Familiazatio n Progra mme.pdf.
33. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE and MSEI where the Company''s Shares are listed.
34. PREVENTION OF INSIDER TRADING:
In compliance with the SEBI [Prohibition of Insider Trading) Regulations, 2015, as amended, your Company has instituted comprehensive Code titled as âCode of Conduct to regulate, Monitor and Report trading by Insiders" which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed
and disclosures to be made while dealing in securities of the Company.
The policy provides the framework in dealing with securities of the Company. Details of the policy are available on our website at https://www.nettlinx.com/company/ Code%20of%20Conduct%20to%20Regulate-%20Monitor-%20Report%20Trading% 20by%20Insiders.pdf to regulate, Monitor and Report trading by Insiders.
All Board Directors and the designated employees have confirmed compliance with the Code.
35. ACKNOWLEDGMENTS:
Your Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors, Bankers, Financial Institutions for their sincere and dedicated services as well as their collective contribution to the Company''s performance.
Your Directors also thank the Government of India, Government of various States in India and concerned Government Departments for their co-operation.
Mar 31, 2018
To
The Members,
The Directors take pleasure in presenting their Twenty Fifth Annual Report and the audited Statement of Accounts, highlighting the business operations and financial results for the financial year ended March 31, 2018. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:
The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below:
On the basis of standalone financial statements, the performance of the Company appears as follows:
|
(Amount Rs. in Lakhs) |
||
|
Particulars |
2017-2018 |
2016-2017 |
|
Revenue from Operations |
1038.91 |
934.49 |
|
Other Income |
24.41 |
131.71 |
|
Total Income |
1283.11 |
1066.21 |
|
Total Expenditure |
896.82 |
694.99 |
|
Profit before Interest and |
||
|
Depreciation |
545.18 |
448.18 |
|
Finance Cost |
103.89 |
39.83 |
|
Depreciation |
55.04 |
37.14 |
|
Profit before exceptional items |
386.29 |
371.21 |
|
and Tax |
||
|
Exceptional Item |
0.00 |
0.00 |
|
Profit/(Loss) Before Tax |
386.29 |
371.21 |
|
Deferred Tax Asset |
7.03 |
(2.36) |
|
Current Tax |
113.68 |
88.09 |
|
Less: Provision of MAT |
0 |
0 |
|
Net Profit/ (loss) after Tax |
265.57 |
285.48 |
On the basis of consolidated financial statements, the performance of the Company appears as follows:
(Amount Rs. in Lakhs)
|
Particulars |
2017-2018 |
2016-2017 |
|
Revenue from Operations |
1571.70 |
1899.99 |
|
Other Income |
245.10 |
132.07 |
|
Total Income |
1816.81 |
2032.07 |
|
Total Expenditure |
1626.11 |
1696.37 |
|
Profit before Interest and |
477.31 |
498.84 |
|
Depreciation |
||
|
Depreciation |
63.46 |
40.06 |
|
Finance Cost |
223.16 |
123.09 |
|
Profit before exceptional items and Tax |
190.69 |
335.69 |
|
Exceptional Item |
0.00 |
0.00 |
|
Profit/(Loss) Before Tax |
190.69 |
335.69 |
|
Deferred Tax Asset |
8.89 |
(3.00) |
|
Current Tax |
113.68 |
88.09 |
|
Less: Provision of MAT |
0 |
0 |
|
Net Profit/ (loss) after Tax |
68.12 |
250.60 |
2. BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR/STATE OF COMPANYâS AFFAIR:
During the year under review, the gross revenue of the Company increased to Rs.1038.91 Lakhs as compared to Rs.934.49 Lakhs in the previous year. The Profit after tax for the year was Rs. 265.57 Lakhs as compared to Rs. 285.48 Lakhs in the previous year.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
Consolidation of Clients, rationalization of market segments & expansion of Sales force will be the Focused approach in Financial Year 2018 - 2019 to achieve the targeted numbers. During the Financial Year 2018-2019. The plan is to profitably balance out and integrate Top line growth with reasonable bottom lines.
4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no Material changes and commitments affecting the financial position of the company.
5. FUTURE OUTLOOK:
Renewed thrust with a larger Sales force to tap the growing market during Q 2 , Q 3 & Q 4 will take up the Top line under stand alone to a level of Rs.1300.00 lakhs, up from the previous yearâs Rs.1038.91 Lakhs, an estimated growth of around 20 % YoY .
Standalone:
In the ISP segment, there is immense competition in both the twin states of Telangana State & Andhra Pradesh State. On one hand, Home grown and dominant localized State level A & B category ISPs are fighting for larger market shares with bigger brand presence & reach. On the other side, National TELCOs are also directly marketing all their Voice, Data & Video service offerings in the same markets. Margins are shrinking with incremental fixed costs. Fall in Internet Bandwidth buying prices is getting negated with higher demand from end consumers from the point of view of both quality & quantity of bandwidth, which poses a challenge in optimizing usage of Internet bandwidth management. State Governments on both sides are exploring the possibility of providing Free Wi-Fi in select Cities & principal towns. This may add to the existing fierce competition. Additionally, Reliance Jio is expected to play havoc in the market with their aggressive combo offerings and marketing campaigns. Against the above backdrop, Nettlinx has strategically positioned itself in a niche market segment comprising of larger reliance on SMEs, Educational Institutions & Business Broadband than relying on third party Cable Operators network as opposed to only the home broadband segment & whole sale bandwidth by most others. Under these circumstances, Nettlinx will be able to overcome competition and scale over all the hurdles and achieve the desired and budgeted financial numbers.
Consolidated:
Nettlinx Realty Private Limited:
With an objective of profitable diversification under the Nettlinx Holding Company, Nettlinx Realty Private Limited has chalked out ambitious plans as the real estate sector is booming across the principal cities in India and is poised to grow rapidly in the next few years. As a first step towards achieving this objective, The Company, several years back, has acquired a land at Gachibowli at Hyderabad. Additionally it has bought another land at Nagpur identifying its potential and to take advantage of Nagpur becoming a major multi modal cargo hub and this land is very close to the SEZ. The Company has initiated the process of considering possible tie up with leading Companies to jointly leverage this land bank for possible conversion into residential / commercial property development projects.
The initial investments on these two lands got appreciated manifold owing to huge demand and land rates going up north. In Both these specific locations where the land is situated, exponential residential apartments are coming up from multiple developers. We should be able to monetize over a period of 2 - 3 years as we are going to enter development agreements with leading Companies.
Nettlinx Aqua Culture Private Limited:
In the current millennium, intensification of aquaculture is the need of the hour to meet the ever growing demand in the country & overseas markets. The Government is focusing in meeting the domestic requirement and helping marine exports through aquaculture in the coming 10 years and aquaculture has a major role as well as responsibility to achieve this objective. Intensification of aquaculture necessitates system and species diversification, proper feed and feeding strategies, diseases monitoring and surveillance, application of modern biotechnological tools , maintenance of optimum soil and water health, efficient use of water resources and efficiently and productively relying on successful technologies and taking advantage of robust Logistic management systems . Its expected and proposed that all these action points and measures will culminate into better yield and maximizing profits for the Organization in the medium term. In view of this and take part in the growth story for future, The Company has bought land at Gogullanka Village, H/o Guttinadevi, I Polavaram Mandal, East Godavari District, Andhra Pradesh State.
SALION SE:
Salion SE is a subsidiary of Nettlinx Aquaculture Private Limited. It has acquired 95% of Salion SE of Germany.
Salion SE is an Management consultant company based out of Berlin, Germany. The Corporation manages more than Euro 1.70 Million investments. It has a specialized team which advises on M&A and financing of M&A transactions.
This strategic investment will help Nettlinx build a war chest for future acquisitions of High tech companies in the industrial space in Germany.
The Company derives advantage through this route on account of extended leverage it gets in a low interest country where in the current interest rates are lesser than 2% PA against the interest rates prevailing in India which hover around 10% PA.
Salion SE has excellent credit rating and presently can leverage this investment to the tune of around Euro 20 Million. For overseeing this new project, Mr. Abraham Joy will be on the supervisory board of Salion SE to take care of the overall operations along with his team.
NETTLINX INC:
Nettlinx Inc. is a 17-year-old US (registered office in NJ) corporation. We are into software consulting, network services, application development, and outsourcing and managed cloud services. Clients include big companies like IBM, Microsoft, Vanguard, HCL to name a few.
Currently, we are developing a micro ERP application framework. It is aimed at small businesses which do not need the complex structure that a full-fledged ERP provides. The target market small businesses which do not have the need or utilize their own IT department. Currently, it is in production with two pharmaceutical distributors.
SRI VENKATESWARA GREEN POWER PROJECTS LIMITED:
Sri Venkateswara Green Power Projects Limited (SVGPPL) was incorporated in the year 1999 to establish power projects in the non renewable energy sector. â12 MW Waste to Energy Power Plant based on RDFâ facility at Yacharam Village & Mandal, Ranga Reddy District, Telangana State, utilizing the MSW from GHMC.
SVGreen has entered into a Concession Agreement with GHMC on 10th November 2010 for the supply of 700 TPD Hyderabad MSW to the project site - Re Ratified vide G.O. No. 448 dated 26.07.2017. (MA&UD - Govt. of Telangana).
With all the required permissions in place, the present project envisages developing and implementing a viable and environmentally sustainable 12 MW Energy from Waste, which would scientifically process and dispose the MSW. The project facility covers processing and treatment of MSW, which includes:
- 700 TPD MSW receipt and processing plant
- 12 MW Waste to Energy Plant for combustible component
- Leachate collection and treatment system
- Inert management facility
The company has already acquired land admeasuring about 25 Acres in Yacharam Village, near Hyderabad. The project site is about 2kms. From SH-19, Nagarjuna sagar Highway, 55 km from City Center, 22 km from ORR.
- The project has received Consent for Establishment from State Pollution Control Board.
6. SUBSIDIARIES:
Company has Four wholly owned subsidiaries namely Nettlinx Inc., Nettlinx Realty Private Limited, Nettlinx Aquaculture Private Limited (formerly known as Nettlinx Channel Private Limited) and Salion SE(Subsidiary of Nettlinx Aquaculture Private Limited) and One Subsidiary namely SrI Vekateswara Green Power Projects Limited. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ).
On 14th February, 2017 The Board of Directors of the company has passed the resolution for amalgamation of Nettlinx Aquaculture Private Limited into Nettlinx Limited.
The details of financial performance of Subsidiary/ Joint Venture/Associate Company is furnished in Annexure-A.
7. RESERVES:
The Directors do not propose to transfer any amount to the General Reserves. Rs. 2,65,57,292/- has been transferred to the Reserves during the financial year 2017-18, being the surplus for the year end 31st March, 2018.
8. SHARE CAPITAL:
The Authorized Share Capital of the company is Rs. 30,00,00,000 divided into 3,00,00,000 equity shares of Rs. 10 (Rupees Ten Only) each.
The Issued, Subscribed and Paid up Capital of the Company as on March 31 , 201 8 is Rs. 11,46,33,120 divided into 1,14,63,312 equity shares of Rs.10 (Rupees Ten Only) each.
The company has issued and allotted 1795127 convertible share warrants.
A. BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year under review.
B. SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the year under review.
C. BONUS SHARES:
No Bonus Shares were issued during the year under review.
D. EMPLOYEES STOCK OPTION PLAN:
The Company has not provided any Stock Option Scheme to the employees.
9. DIVIDEND:
Due to conservation of Profits, your Board could not recommend any dividend for the financial year 2017-18.
10. DEPOSITS:
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL: DIRECTORS:
In terms of the recently notified Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, consent of the Members by way of Special Resolution is required for continuation of a Non-Executive Director beyond the age of seventy five years.
The appointment of Mr. Kothuri Kameswara Rao, aged 75 years is required to be approved by members by way of Special Resolution to continue his term till 28th September, 2019.
The appointment of Dr. Erwin Leopold Dieck, aged 78 years also requires to be approved by members by way of Special Resolution to continue his term till 28th September, 2021
The Board recommends the resolution as set forth in item No. 4 and 5 of the notice for approval of the members. For the perusal of the shareholders, a brief resume of the Director being re-appointed along with necessary particulars are given in the Explanatory statement of the notice.
RE-APPOINTMENTS:
In accordance with the provisions of Companies Act, 2013, Mr.Chandra Sekhar Pogula, Whole Time Director cum CEO of the company would liable to retire by rotation and, being eligible, offer himself for re-appointment. The Board recommends his reappointment at the ensuing Annual general Meeting of the company.
RESIGNATIONS:
1. Mr. Abraham Joy (Holding DIN:01993517), NonExecutive Director has resigned as Director of the company with effect from 13.12.2017.
2. Mr. Vijay Kumar Maistry (Holding DIN:02060345), Independent Non-Executive Director has resigned as Director of the company with effect from 13.12.2017.
3. Mr. Rohith Loka Reddy (Holding DIN:06464331), Managing Director has resigned as Managing Director and Director of the company with effect from 10.08.2018.
Statement on the declaration given by the Independent Directors as per Section 149(6) of Companies Act, 2013:
The company has received necessary declarations from the Independent Directors under section 149(7) of Companies Act, 2013 , that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and Regulation 25 of Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.
DETAILS OF KEY MANAGERIAL PERSONNEL (KMP):
Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are -Mr.Rohith Loka Reddy, Managing Director,Mr. Chandra Sekhar Pogula, Chief Executive Officer and Whole Time Director, Mr. S. Mahaganesh, Chief Financial Officer and Mr. Sai Ram Gandikota, Company Secretary.
NUMBER OF MEETINGS OF THE BOARD:
Five meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
One Extraordinary General Meetings of the company was held on 22.03.2018.
Meeting of Independent Directors of the company was held on 09.02.2018.
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Board evaluation:
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulationsâ).
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.
12. DIRECTORSâ RESPONSIBILITY STATEMENT:
In pursuance of Section 134(5) of the Companies Act, 2013, your directors confirm:
(a) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.
(b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period.
(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.
(d) That the directors had prepared the annual accounts on the going concern basis.
(e) That the directors 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) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
13. AUDITORS AND AUDITORâS REPORT: STATUTORY AUDITORS:
M/s. C.Ramachandram & Co, Chartered Accountants (Firm Registration No. 002864S) allotted by The Institute of Chartered Accountants of India (ICAI) was appointed as Auditors of the company for a term of consecutive five years at the 24th Annual General Meeting held on 27th September, 2017.
They have confirmed that they are not disqualified from continuing as auditors of the company.
The notes on financial statements referred to in the Auditorâs report are self-explanatory and do not call for any further comments. The auditorâs report does not contain any qualification, reservation, adverse remark or disclaimer.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s VCSR & Associates, Company Secretaries, to carry out Secretarial Audit for the financial year 2017-2018.
SECRETARIAL AUDITORSâ REPORT:
The auditorsâ report and secretarial auditorsâ report does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit report is annexed herewith as â(Annexure B)â & â(Annexure B1)â. The report is self-explanatory and do not call for any further comments.
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE:
As required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulationsâ) the Auditorâs Certificate on Corporate Governance is enclosed as Annexure-C to the Boardâs Report. The Auditors certificate for Financial Year 2017-2018 does not contain any qualifications, reservations or adverse remarks.
14. EXTRACT OF ANNUAL RETURN:
As provided under section 92(3) of the Act, the extract of annual return is given in Annexure- D in the prescribed Form MGT-9, which forms part of this report.
15. PARTICULARS OF EMPLOYEES:
a) The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-E to this report.
b) Pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the Year under review, None of the employees of the company employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees; None of the employees of the company employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month; None of the employees of the company employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or wholetime director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.
16. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as Annexure-F and Annexure-G respectively together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as per SEBI Listing Regulations.
17. TRANSACTIONS WITH RELATED PARTIES:
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 armâs length basis.
There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc, which may have potential conflict with the interest of the Company at large. Hence no disclosure in Form AOC-2 is required. All related party transactions are presented to the Audit Committee and the Board for its approval.
The Related Party Transaction Policy has been devised by your company for determining the materiality of transactions with related parties and dealings with them.
18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.
19. AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.
20. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.nettlinx.com
21. RISK MANAGEMENT:
The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companyâs operations in future.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The particulars of loans, guarantees or investments made under section 186 of the Companies Act 2013 are covered in the notes of the Financial Statement for the year ended 31st March, 2018.
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed during the calendar year.
- No. of complaints received: Nil
- No. of complaints disposed off: Nil
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of Energy:
The operations of the company involve low energy consumption. However adequate measures have been taken to conserve energy wherever practicable.
(B) Technology Absorption:
The company continues to use the latest technologies for improving the quality of its operations. Provision of state of the Art communication facilities to all software development centers and total technology solutions to its clients contribute to technology absorption and innovation.
(C) Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as follows:
Foreign Exchange Inflows : 3,65,34,328 /-
Foreign Exchange Outflows: Rs. 1,21,231 /-
26. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company, yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.
27. HEALTH AND SAFETY/ INDUSTRIAL RELATIONS:
The company continues to accord high priority to health and safety of employees at manufacturing locations. During the year under review, the company conducted safety training programmes for increasing disaster preparedness and awareness among all employees at the plants. Training programmes and mock drills for safety awareness were also conducted for all employees at the plants. Safety Day was observed with safety competition programmes with aim to imbibe safety awareness among the employees at the plant.
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
28. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to BSE and MSEI where the Companyâs Shares are listed.
29. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company, during the period (the Trading Window is closed). The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code.
30. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders, of the Company for their continued support.
By order of the Board of Directors
For Nettlinx Limited
Sd/-
Date: 10.08.2018 Dr. Manohar Loka Reddy
Place: Hyderabad Chairman
DIN:00140229
Mar 31, 2016
The Members,
The directors submit 23rd annual report of Nettlinx Limited (the "Companyâ or "Nettlinxâ) along with the audited financial statements for the financial year (FY) ended March 31, 2016. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY :
(Amount Rs. in Lakhs)
|
Particulars |
2015-2016 |
2014-2015 |
|
Revenue from Operations |
682.25 |
563.71 |
|
Other Income |
84.32 |
86.07 |
|
Total Income |
766.57 |
649.78 |
|
Expenditure |
608.63 |
582.90 |
|
Depreciation |
34.91 |
37.83 |
|
Profit before exceptional items and Tax |
123.03 |
29.04 |
|
Exceptional Item |
0.00 |
0.00 |
|
Profit/(Loss) Before Tax |
123.03 |
29.04 |
|
Deferred Tax Asset |
1.60 |
2.56 |
|
Current Tax |
25.08 |
5.53 |
|
Less: Provision of MAT |
(22.90) |
(5.53) |
|
Net Profit/ (loss) after Tax |
122.45 |
31.60 |
2. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR:
During the year under review, the gross revenue of the Company increased to Rs.766.57 Lakhs as compared to Rs.649.78 in the previous year. The Profit after tax for the year was Rs.122.45 Lakhs as compared to Rs.31.60 Lakhs in the previous year.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
Consolidation of Clients, rationalization of market segments & expansion of Sales force will be the Focused approach in Financial Year 2016 - 2017 to achieve the targeted numbers. During the Financial Year 2016 - 2017, the plan is to profitably balance out and integrate Top line growth with reasonable bottom lines.
4. Material Changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
There are no Material changes and commitments affecting the financial position of the company.
5. FUTURE OUTLOOK:
Renewed thrust with a larger Sales force to tap the growing market during Q 2 , Q 3 & Q 4 will take up the Top line under standalone to a level of Rs.900 lakhs, up from the previous year''s Rs.766.63 lakhs an estimated growth of around 24 % YoY .
Aggressive Sales efforts on the domestic hosting business to boost the bottom lines , as the objective is to put the existing blade servers to optimal utilization. With a productive and efficient management of both ISP business & Domestic hosting , the Company is targeting a bottom line of Rs.2.00 Crores by the end of March 2017.
Standalone
In the ISP segment , There is immense competition in both the twin states of Telangana State & AP State .
On one hand , Home grown and dominant localized State level A & B category ISPs are fighting for larger market shares with bigger brand presence & reach. On the other side, National TELCOs are also directly marketing all their Voice, Data & Video service offerings in the same markets. Margins are shrinking with incremental fixed costs. Fall in Internet Bandwith buying prices is getting negated with higher demand from end consumers from the point of view of both quality & quantity of bandwidth, which poses a challenge in optimizing usage of Internet bandwidth. State Govts on both sides are exploring the possibility of providing Free Wi-Fi in select Cities & principal towns. This may add to the existing fierce competition. Additionally , Reliance Jio Communications is expected to play havoc in the market with their aggressive combo offerings and marketing campaigns. Against the above backdrop, Nettlinx has strategically positioned itself in a niche market segment comprising of larger reliance on SMEs, Educational Institutions & Business Broadband than relying on third party Cable Operators network as opposed to only the home broadband segment & whole sale bandwidth by most others. Under these circumstances, Nettlinx will be able to overcome competition and scale over all the hurdles and achieve the desired and budgeted financial numbers.
Consolidated:
Nettlinx Realty Private Limited:
With an objective of profitable diversification under the Nettlinx Holding Company, Nettlinx Realty Private Limited has chalked out ambitious plans as the real estate sector is booming across the principal cities in India and is poised to grow rapidly in the next few years. As a first step towards achieving this objective, The Company, several years back, has acquired a land at GachiBowli at Hyderabad. Additionally it has bought another land at Nagpur identifying its potential and to take advantage of Nagpur becoming a major multi modal cargo hub and this land is very close to the SEZ. The Company has initiated the process of considering possible tie up with leading Companies to jointly leverage this land bank for possible conversion into residential / commercial property development projects.
The initial investments on these two lands got appreciated manifold owing to huge demand and land rates going up north. In Both of these specific locations where the land is situated , exponential residential apartments are coming up from multiple developers.
Nettlinx Aqua Culture Private Limited:
In the current millennium, intensification of aquaculture is the need of the hour to meet the ever growing demand in the country & overseas markets. The Government is focusing in meeting the domestic requirement and helping marine exports through aquaculture in the coming 10 years and aquaculture has a major role as well as responsibility to achieve this objective. Intensification of aquaculture necessitates system and species diversification, proper feed and feeding strategies, diseases monitoring and surveillance, application of modern biotechnological tools , maintenance of optimum soil and water health, efficient use of water resources and efficiently and productively relying on successful technologies and taking advantage of robust Logistic management systems . Its expected and proposed that all these action points and measures will culminate into better yield and maximizing profits for the Organization in the medium term. In view of this and atke part in the growth story for future, The Company has bought land at Gogullanka Village, H/o Guttinadevi, I Polavaram Mandal, East Godavari District, AP State.
6. SUBSIDIARIES:
Company has three wholly owned subsidiaries namely Nettlinx Inc., Nettlinx Realty Private Limited and Nettlinx Aquaculture Private Limited (formerly known as Nettlinx Channel Private Limited). There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ). Further there has been no material change in the nature of business of the subsidiaries.
7. RESERVES:
Rs..1,22,45,616 has been transferred to the Reserves during the financial year 2015-16, being the surplus for the year ended 31st March, 2016.
8. SHARE CAPITAL:
During the year under review, there is no change in the Share Capital of the Company. However, the board of Directors of the company has passed the resolution for increase of authorized capital from Rs.20,00,00,000 to Rs.30,00,00,000 in view of further requirement of funds for the company. The Authorized Share Capital of the company is Rs.20,00,00,000 divided into 2,00,00,000 equity shares of Rs.10 (Rupees Ten Only) each. The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2016 is Rs.11,46,33,120 divided into 1,14,63,312 equity shares of Rs.10 (Rupees Ten Only) each.
9. DIVIDEND:
In view of inadequate profits, your Board could not recommend any dividend for the financial year 2015-16.
10. DEPOSITS:
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet..
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
DIRECTORS:
INDUCTIONS:
The Board has made following appointments/ reappointments based on the recommendations of Nomination and remuneration Committee:
1. Apponitment of Mr.Rohith Loka Reddy as managing Director of the company with effective from 11.08.2016.
2. Appointment of Mr. Subramanyeswara rao Kakarala and Mr. Kakarla Kiran Venkatasiva as Additional and Independent Non-Executive Director of the company with effective from 11.08.2016.
The Board recommends the resolution as set forth in item No.4,5,6 of the notice for approval of the members. For the perusal of the shareholders, a brief resume of the Director being re-appointed along with necessary particulars are given in the Explanatory statement of the notice.
The Board based on the recommendations of Nomination and remuneration Committee, also appointed:
- Mr.S.Mahaganesh as Chief Financial Officer of the company with effective from 27th May, 2015.
- Mr.Emani Venkat Reddy as Company Secretary with effective from 01st August, 2015.
- Mr.Sai Ram Gandikota as Company Secretary with effective from 07th November, 2015 in place of Mr.Emani Venkat Reddy who has resigned from the office of Company secretary with effective from 06.11.2015.
Further, The Board had appointed Mr.Sai Ram Gandikota as compliance Officer for the SEBI Listing Regulations.
RE-APPOINTMENTS:
In accordance with the provisions of Companies Act, 2013, Dr. Manohar Loka Reddy, Chairman, Non-Executive Director of the Company would retire by rotation and, being eligible, offer himself for re-appointment. The Board recommends his reappointment.
RESIGNATIONS:
Mr.Emani Venkat Reddy has resigned from the office of Company secretary with effective from 06.11.2015. The Board places on record its appreciation for the services rendered by him during his tenure with the company.
Statement on the declaration given by the Independent Directors as per Section 149(6) of Companies Act, 2013:
The company has received necessary declarations from the Independent Directors under section 149(7) of Companies Act, 2013 , that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.
DETAILS OF KEY MANAGERIAL PERSONAL (KMP):
Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are: Mr.Chandra Sekhar Pogula, Chief Executive Officer & Whole Time Director, Mr. S.Mahaganesh, Chief Financial Officer and Mr. Sai Ram Gandikota, Company Secretary.
NUMBER OF MEETINGS OF THE BOARD:
Six meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Board evaluation:
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulationsâ).
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company''s policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.
12. DIRECTORS'' RESPONSIBILITY STATEMENT:
In pursuance of Section 134(5) of the Companies Act, 2013, your directors confirm:
(a) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.
(b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period.
(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.
(d) That the directors had prepared the annual accounts on the going concern basis.
(e) That the directors 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) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
13. AUDITORS:
Statutory Auditors:
At the Annual General Meeting held on 29th September, 2014 M/s Deva & Co, Chartered Accountants, Hyderabad, were appointed as Statutory Auditors of the Company for a period of three (3) years from the conclusion of the 21st AGM to the conclusion of 24th AGM, to be held in the calendar year 2017. In terms of First proviso to section 139(1) of the Companies Act, 2013, the appointment of Auditors shall be placed for ratification at every AGM . Accordingly, the appointment of M/s. Deva & Co as Statutory Auditors placed for ratification by the shareholders.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Ch. Veeranjaneyulu as Secreterial Auditor who is a partner of M/s VCSR & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit for the financial year 2015-2016.
AUDITORS'' REPORT AND SECRETARIAL AUDITORS'' REPORT:
The auditors'' report and secretarial auditors'' report does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit report is annexed herewith as "(Annexure A)â & "(Annexure A1)â. The report is self-explanatory and do not call for any further comments.
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE:
As required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulationsâ) the Auditor''s Certificate on Corporate Governance is enclosed as Annexure-B to the Board''s Report. The Auditors certificate for Financial Year 2015-2016 does not contain any qualifications, reservatios or adverse remark.
14. EXTRACT OF ANNUAL RETURN:
As provided under section 92(3) of the Act, the extract of annual return is given in Annexure- C in the prescribed Form MGT-9, which forms part of this report.
15. PARTICULARS OF EMPLOYEES:
a) The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-D to this report.
b) Pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the Year under review, None of the employees of the company employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees; None of the employees of the company employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month; None of the employees of the company employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.
16. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as Annexure-E and Annexure-F respectively together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as per SEBI Listing Regulations.
17. TRANSACTIONS WITH RELATED PARTIES:
All Related party transactions done by the company during the Financial Year were at Arm''s Length and in ordinary course of business. All related party transactions were placed in the meetings of Audit committee and or the Board of Directors for Approvals. During the Financial year, your company has not entered into any material transaction with any of its related parties except with its subsidiaries / associates which might be deemed to have had a potential material conflict with the interest of the company. Disclosures on related party transactions have been made in the notes to the Financial Statements. As all the transactions with related parties are on arm''s length basis and in the ordinary course of Business the particulars of contracts or arrangements with related parties under section 188 in form AOC_2 is not enclosed herewith.
18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.
19. AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.
20. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.nettlinx.com
21. RISK MANAGEMENT:
The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed during the calendar year.
- No. of complaints received: Nil
- No. of complaints disposed off: Nil
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation Of Energy:
The operations of the company involve low energy consumption. However adequate measures have been taken to conserve energy wherever practicable.
(B) Technology absorption, adaptation and innovation:
The company continues to use the latest technologies for improving the quality of its operations. Provision of state of the Art communication facilities to al software development centers and total technology solutions to its clients contribute to technology absorption and innovation.
(C) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as follows:
Foreign Exchange Inflows : Nil
Foreign Exchange Outflows : Nil
26. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Even though the provisions of Companies Act,
2013 regarding Corporate Social Responsibility are not attracted to the company, yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.
27. HEALTH AND SAFETY/ INDUSTRIAL RELATIONS:
The company continues to accord high priority to health and safety of employees at manufacturing locations. During the year under review, the company conducted safety training programmes for increasing disaster preparedness and awareness among all employees at the plants. Training programmes and mock drills for safety awareness were also conducted for all employees at the plants. Safety Day was observed with safety competition programmes with aim to imbibe safety awareness among the employees at the plant.
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
28. ADDITIONAL INFORMATION:
Information pursuant to Section 134 (3) (l) & (m) of the Companies Act, 2013 which is included as a part of corporate Governance report.
29 LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE and MSEI where the Company''s Shares are listed.
30. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders, of the Company for their continued support.
By the order of the Board of Directors
For Nettlinx Limited
Sd/-
Date : 11.08.2016 Dr. Manohar Loka Reddy
Place : Hyderabad Chairman
DIN:00140229
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their 21st Annual Report on
the business and operations of your Company for the financial year
ended March 31, 2014.
1. FINANCIAL RESULTS
The financial performance of the Company for the financial year ended
March 31, 2014 is summarized below:
Rs in lakhs
Particulars For the For the
Year ended year ended
31.03.2014 31.03.2013
Income from
operations 682.78 553.24
And other income
Total Expenditure 616.00 490.80
Interest 14.23 32.34
Depreciation 48.52 54.67
Profit / (Loss) 3.19 (24.57)
Before Taxation
Mat Tax Credit 0.6
Current Tax
Deferred Tax Asset 5.35 4.32
Profit / (Loss) after Tax 8.55 (19.73)
2. OPERATIONS OF THE COMPANY
The Turnover of the company for 2013-2014 was Rs 500.45 (operations)
compared to Rs 466 lakhs (Operations) of the previous year, a growth of
7.36%. The profit after tax of Rs 8.55 for the year under review is
against a net loss of Rs 24.57 lakhs in the previous year ended 31st
March 2013.
Overall performance, based on the consolidated accounts of your company
has registered a nett loss of Rs (19.28) lakhs against of net profit of
58.33 lakhs in the previous year ended 31st March 2013.
3. SHARE CAPITAL :
During the year under review the Authorised Share Capital of the
Company is Rs 20,00,00,000/ -.The Issued, Subscribed and Paid up Share
Capital of the Company as on March 31, 2014 is Rs114,633,120/- divided
into 11,463,312 equity shares of Rs 10/- (Rupees Ten) each.
4. DIVIDEND:
As there are no adequate profits in this financial year, hence no
dividend is recommended.
5. TRANSFER TO RESERVES:
The Company proposes not to transfer any amount to Reserves.
6. DIRECTORS :
Approval of the shareholders is being sought for re-appointment of Dr.
Manohar Loka Reddy, who retires by rotation at forthcoming Annual
General Meeting of the Company and being eligible, offer themselves for
reappointment in accordance with the Articles of Association and
Companies Act, 2013.
The Company has, pursuant to the provisions of Clause 49 of the Listing
Agreements entered into with Stock Exchange appointed Sri K. Kameswara
Rao, Sri J.V. Hanumanth Rao, Sri. M. Vijay Kumar and Sri. M. Appa Rao
as Independent Directors of the Company. The Company has received
declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as
prescribed both under sub- section (6) of Section 149 of the Companies
Act, 2013 and under Clause 49. In accordance with the provisions of
Section 149(4) and proviso to Section 152(5) of the Companies Act,
2013, these Directors are being appointed as Independent Directors to
hold office as per their tenure of appointment mentioned in the Notice
of the forthcoming AGM of the Company.
During the year under review, the Board proposed to re-designate Sri
Chandra Sekhar Pogula, as CEO wef November 1, 2013, till his remaining
tenure of appointment. Further the Board also proposes to approve
increase the total remuneration from Rs 15,75,000 (Rupees Fifteen Lakhs
Seventy Five Thousand only) per annum to Rs 24,00,000 (Rupees Twenty
Four Lacs) per annum. The Board recommends this resolution to be passed
as special resolution.
7. STATUTORY AUDITORS :
The Statutory Auditors of the Company M/s Deva & Co, Chartered
Accountants, Hyderabad, retire at this AGM, have signified their
willingness for their re-appointment and have confirmed their
eligibility under section 139(1) of the Companies Act, 2013. Members
are requested to re-appoint them for a period of thr ee years and to
authorize the Board to fix their remuneration.
8. COST AUDITORS
Mr. PLN Sarma, Cost Accountants, Hyderabad have been appointed as Cost
Auditors of the Company to conduct Audit of Cost Accounts records to be
maintained by the Company for the year ended 31.03.2015.
9. REPLIES TO AUDITORS'' REPORT:
The obser-vations of the auditors are explained, wherever necessary, in
appropriate notes to the accounts
10. LISTING :
Details of Listing are annexed to the Corporate Governance Report.
Listing at Stock Exchanges:
The Equity Shares of the company are listed on Bombay Stock Exchange
Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
Listing fees to the Bombay Stock Exchange Limited has been paid
up-to-date.
11. REQUIREMENTS UNDER CLAUSE 49 OF LISTING AGREEMENT
Corporate Governance :
The Company has been in full compliance with the norms of Corporate
Governance as outlined in Clause 49 of the Listing Agreement with the
Bombay Stock Exchange, Mumbai. A separate report on Corporate
Governance is produced as a part of the Annual Report along with the
Auditor''s Certificate on its compliance.
Management''s Discussion And Analysis : As required by Clause 49 of the
Listing Agreement with the Stock Exchanges, the Management''s discussion
and Analysis Report is enclosed as a part of this Report as
Annexure -I
12. DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance of section 217 (2AA), as incorporated by the Companies
(Amendment) Act, 2000, in the Companies Act, 1956, your directors
confirm: -
a) That in the preparation of the accounts for the financial year ended
31st March, 2014 the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 or loss of the company for the year under review;
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities and
d) That the Directors have prepared the accounts for the financial year
ended 31st March 2014 on a going concern basis.
13. FIXED DEPOSITS :
Your Company has not raised any Fixed Deposits as on 31st March, 2014
so as to attract the provisions of Section 58A of the Companies Act,
1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as
amended from time to time.
There is no amount outstanding or due to any deposit holder
14. INTERNAL CONTROL SYSTEMS
Your Company has well established procedures for internal control
commensurate with its size and operations. The internal audit function
is adequately resourced commensurate with the operations of the Company
and reports to the Audit Committee of the Board.
15. SUBSIDIARIES :
Company has three wholly owned subsidiaries namely Nettlinx Inc.,
Nettlinx Realty Private Limited, Nettlinx Aquaculture Private Limited
(formely Nettlinx Chanel Private Limited) and as at 28th March, 2014
Nettlinx Limited has sold 100% stake in its subsidiary company Host
Department LLC.
Pursuant to the provision of Section 212(8) of the Act, the Ministry of
Corporate Affairs vide its circular dated February 8, 2011 has granted
general exemption from attaching the Balance Sheet, Profit and Loss
Account and other documents of the subsidiary companies with the Annual
Report of the parent Company. Accordingly the Company has availed the
exemption from attaching the Balance Sheet, Profit and Loss Account and
other documents of the subsidiary Companies.
A statement containing brief financial details of the subsidiaries for
the financial year ended March 31, 2014 is annexed. The annual accounts
of these subsidiaries and the related detailed information will be made
available to any member of the Company/its subsidiaries seeking such
information at any point of time and are also available for inspection
by any member of the Company/its subsidiaries at the registered office
of the Company. The annual accounts of the subsidiaries will also be
available for inspection, as above, at registered office of the
respective subsidiary companies.
16. STATUTORY INFORMATION
During the year under review, there were no employees drawing
remuneration in excess of the limits laid down in section 217(2A) of
the Companies Act, 1956 read with (Particulars of Employees)
Rules,1975.
The Directors are pleased to record their sincere appreciation of the
contribution by the staff.
17. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Details of Energy Conservation, Research & Development, Technology
Absorption, Foreign Exchange Earnings and Outgo as required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors'')
Rules, 1988, are given in Annexure III, to the Directors Report.
18. EMPLOYEE STOCK OPTION PLANS
Company has earlier offered Stock Options under Nettlinx Stock Option
Plan 2007 aggregating to 800000 (Eight Lakhs only) Equity Shares of
face value Rs 10.00 each . Out of which , initially 5,75,000 options at
a price of Rs 11.20 were offered with 50 % vesting at end of year 1 and
year 2 respectively. Balance 2, 25,000 stock options were outstanding.
However , owing to market conditions and preference of the employees,
no one vested any shares even after 5 years cut off time from the year
of issuance 2007-08. Under the circumstances Stock Option Plan 2007
aggregating to a total of 800000 Shares stands void and cancelled as at
end 31.03.2104. Should there be a new Employee Stock Option Plan in
future, The company may spell out a new ESOP scheme accordingly after
obtaining necessary approvals.
19. AUDIT COMMITTEE:
The Company has constituted an Audit Committee, pursuant to the
provisions of Companies Act, 1956 and listing agreement requirements.
The roles, powers, independence and competency of the audit committee
and other details are given under the Corporate Governance Report.
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere appreciation for the
services of the Department of Telecommunications (DOT), Bankers and the
Software Technology Park of India (STPI). Your Directors also place on
record their sincere appreciation and gratitude for the valuable
assistance, support and co-operation from the Company''s Customers,
Employees and shareholders during the period under review,
for and on behalf of the Board
Sd/-
(Dr. Manohar Loka Reddy)
Chairman
DIN: 00140229
Date : 06-08-2014
Place : Hyderabad
Mar 31, 2012
To The Members M/s. Nettlinx Limited
The Directors present the 19th Annual Report together with the Audited
Statements of Account for the year ended 31st March 2012.
FINANCIAL RESULTS
Rs.in lakhs
Particulars For the For the
Year ended year ended
31.03.2012 31.03.2011
Income from operations 503.13 584.32
and other income
Total Expenditure 474.25 677.94
Interest 47.93 59.77
Depreciation 55.58 67.19
Profit / (Loss) (74.64) (220.58)
Before Taxation
Current Tax 0.00 0.00
Deferred Tax Asset 4.32 6.62
Profit / (Loss) after Tax (70.32) (213.95)
MANAGEMENT'S DISCUSSION AND ANALYSIS
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, the Management's discussion and Analysis Report is enclosed
as a part of this Report as Annexure - I
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Company's Articles of Association, Dr. Loka Narayan Reddy, Mr. Manohar
Loka Reddy and Mr. K. Kameswara Rao retire by rotation at this Annual
General Meeting and being eligible offer themselves for reappointment.
During the year, Sri. M. Suresh Kumar Reddy has resigned and Board
wishes to place on record their appreciation for the services rendered
by him during his tenure as Director of the Company respectively.
During the year, Sri. V. Harish Kumar has resigned and Board wishes to
place on record their appreciation for the services rendered by him
during his tenure as Director of the Company respectively.
DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA)
OF THE COMPANIES ACT, 1956:
In compliance of section 217 (2AA), as incorporated by the Companies
(Amendment) Act, 2000, in the Companies Act, 1956, your directors
confirm: -
a) That in the preparation of the accounts for the financial year ended
31st March, 2012 the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimatr the financial
year ended 31st March 2012 on a going concern basis.
SUBSIDIARIES
Company has invested in 100% of the paid up capital of Nettlinx Inc.,
Nettlinx Realty Pvt. Ltd., Nettlinx Channel Pvt. Ltd., Host Department
LLC, Consolidated Financial performance has been given separately.
CORPORATE GOVERNANCE
Your Directors' affirm their commitment to the Corporate Governance
Standards prescribed by the Securities and Exchange Board of India
(SEBI). A report on Corporate Governance with Management Discussion and
Analysis as required under Clause 49 of the Listing Agreement is
Annexed to this report and marked as Annexure - II.
Audit Committee has been reconstituted with the following members.
1. Sri K. Kameswara Rao, Chairman
2. Sri J.V. Hanumanth Rao
3. Sri Vijay Kumar Maistry
FIXED DEPOSITS
Your Company has not accepted any deposits and, as such, no amount of
principal or interest was outstanding as at the close of the Financial
Year.
AUDITORS
M/s. DEVA & CO Chartered Accountants, Statutory Auditors of the
Company, hold office until the conclusion of the forthcoming Annual
General Meeting and are eligible for reappointment. The Statutory
Auditors have intimated to the Company that the appointment, if made,
would be within the prescribed limits under section 224 (1-B) of the
Companies Act, 1956 and that they are not otherwise disqualified within
the meaning of subsection (3) of section 226 to the Companies Act,
1956, for such appointment.
The notes to the accounts referred to in the Auditors' Report is self
explanatory and therefore do not call for any further Comments.
PARTICULARS OF EMPLOYEES
During the year under review, there were no employees drawing
remuneration in excess of the limits laid down in section 217(2A) of
the Companies Act, 1956 read with (Particulars of Employees)
Rules,1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Section 217(1)(e) of the Companies Act,
1956 read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules 1988 are set out in Annexure
III, attached hereto and forms part of this report.
EMPLOYEE STOCK OPTION PLANS
Company has offered Stock Options to the employees under Nettlinx Stock
Option Plan 2007 aggregating to 2,45,000 options at a price of Rs.
11.20. For the year ending 31st March, 2012 there are 4,15,000 stock
options outstanding, and vesting options to the extent of 50% will fall
due on 16.08.2012
Disclosures Pursuant to Para 12 of the Securities Exchange Board of
India (Employees Stock Options Scheme and Employees Stock Purchase
Scheme) Guidelines, 1999 are set out as Annexure IV to the report.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation for the
services of the Department of Telecommunications (DOT), Bankers and the
Software Technology Park of India (STPI). Your Directors also place on
record their sincere appreciation and gratitude for the valuable
assistance, support and co-operation from the Company's Customers,
Employees and shareholders during the period under review.
For and on behalf of the Board
Sd/-
(Dr. Manohar Loka Reddy)
Chairman
Date : 16-08-2012
Place : Hyderabad
Mar 31, 2010
The Directors have pleasure in presenting the Seventeenth Annual
Report together with the Audited Statements of Account for the year
ended 31st March 2010.
1. Financial Results
Rs. In Lakhs
Particulars For the For the
Year ended year ended
31st March, 10 31st March, 09
Income from operations 549.94 560.08
Total Expenditure 482.08 385.82
Interest 66.93 78.36
Depreciation 71.59 83.41
Profit / (Loss)
Before Taxation (70.67) 115.11
Provision for Taxation
-Current Tax 0 10.34
- Deferred Tax (Asset) (5.30) (9.76)
- Fringe Benefit Tax 0 1.33
Profit / (Loss) after Tax (65.37) 9.60
MANAGEMENTS DISCUSSION AND ANALYSIS
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, the Managements discussion and Analysis Report is enclosed
as a part of this Report as Annexure -1.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Companys Articles of Association, Dr. Loka Narayan Reddy, and Sri M.
Suresh Kumar Reddy retire by rotation at this Annual General Meeting
and being eligible offer themselves for reappointment.
During the year, Sri. M. Vijaya Bahsker Reddy, Executive Director and
Sri. Abraham Joy, Director
have resigned and Board wishes to place on record their appreciation
for the services rendered by them during their tenure as Executive
Director and Director of the Company respectively.
Dr. Loka Manohar Reddy and Mr. Chandra Sekhar Pogula were appointed as
Managing Director and Directors & COO respectively. Board recommends
their appointment and resolutions placed before you for approval.
Directors Responsibility Statement
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed that:
A In preparation of Annual accounts, the applicable accounting
standards have been followed and no material departures have been made
from the same.
B. The Directors 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 at the end of the financial year and of the profit of
the company for the said period.
C. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 1956, for safeguarding the assets of
your company and for preventing and detecting fraud and other
irregularities.
D. The Directors have prepared the annual accounts on a going concern
basis.
SUBSIDIARIES
Company has invested 100% of the paid up capital of Nettlinx Inc.,
Nettlinx Realty Pvt. Ltd., Nettlinx Channel Pvt. Ltd., Host Department
LLC, and 67% in IADFAC Laboratories Pvt. Ltd.
Consolidated Financial performance has been given separately.
CORPORATE GOVERNANCE
Your Directors affirm their commitment to the Corporate Governance
Standards prescribed by the Securities and Exchange Board of India
(SEBI). A report on Corporate Governance with Management Discussion and
Analysis as required under Clause 49 of the Listing Agreement is
Annexed to this report as Annexure-ll. Audit Committee has been
reconstituted of the following members.
1. Sri K. Kameswara Rao, Chairman
2. Sri V. Harish Kumar
3. Sri J.V. Hanumanth Rao
FIXED DEPOSITS
Your Company has not accepted any deposits and, as such, no amount of
principal or interest was outstanding as at the close of the Financial
Year.
AUDITORS
M/s. DEVA& CO Chartered Accountants, Statutory Auditors of the Company,
hold office until the conclusion of the forthcoming Annual General
Meeting and are eligible for reappointment. The Statutory Auditors have
intimated to the Company that the appointment, if made, would be within
the prescribed limits under section 224 (1-B) of the Companies Act,
1956 and that they are not otherwise disqualified within the meaning of
subsection (3) of section 226 to the Companies Act, 1956, for such
appointment.
The notes to the accounts referred to in the Auditors Report is self
explanatory and therefore do not call for any further Comments.
PARTICULARS OF EMPLOYEES
During the year under review, there were no employees drawing
remuneration in excess of the limits laid down in section 217(2A) of
the Companies Act, 1956 read with (Particulars of Employees) Rules,
1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Section 217(1)(e) of the Companies Act,
1956 read with Rule 2 of the Companies (disclosures of particulars in
the Report of Board of Directors) Rules 1988 are set out in Annexure
III, attached hereto and forms part of this report.
EMPLOYEE STOCK OPTION PLANS
Company has offered Stock Options to the employees under Nettlinx Stock
Option Plan 2007 aggregating to 415000 options at a price of Rs. 11.20.
For the year ending 31st March, 2010 there are 3,85,000 stock options
outstanding, and vesting options to the extent of 50% will fall due on
30.8.2010.
Disclosures Pursuant to Para 12 of the Securities Exchange Board of
India (Employees Stock Options Scheme and Employees Stock Purchase
Scheme) Guidelines, 1999 are set out as Annexure IV to the report.
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere appreciation for the
services of the Department of Telecommunications (DOT), Bankers and the
Software Technology Park of India (STPI). Your Directors also place on
record their sincere appreciation and gratitude for the valuable
assistance, support and co-operation from the Companys Customers,
Employees and Shareholders during the period under review,
For and on behalf of the Board
Sd/-
(Dr. Loka Manohar Reddy)
Managing Director
Sd/-
(K. KAMESWARA RAO)
Director
Date : 26th August, 2010
Place : Hyderabad
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Nettlinx Ltd. ಹೆಚ್ಚಿನ ಮಾಹಿತಿ
-
Nettlinx Ltd. ಟೂಲ್ಸ್
- ಬಲ್ಕ್ ಡೀಲ್ಸ್
-
Nettlinx Ltd. ಕಂಪನಿಯ ವಿವರಗಳು
- ಕಂಪನಿ ಪ್ರೋಫೈಲ್
- ಕಂಪನಿ ಇತಿಹಾಸ
- ಆಡಳಿತ ಮಂಡಳಿ
- ಬಂಡವಾಳದ ಬಗೆ
- ಉತ್ಪನ್ನ
- ಬ್ಯಾಂಕರ್ಸ್/ಅಡಿಟರ್ಸ್/ರೆಜಿಸ್ಟರ್ಸ್
-
ಕಂಪನಿ ಇತಿಹಾಸ
- ಬೋನಸ್
- ಹಕ್ಕುಗಳು
- ಬಿಎಸ್ಇ ಧಾರಣೆ ಇತಿಹಾಸ
-
Nettlinx Ltd. ಹಣಕಾಸು ಅನುಪಾತದ ಲೆಕ್ಕ
- ಅನುಪಾತ
-
Nettlinx Ltd. ಫಲಿತಾಂಶ
- ತ್ರೈಮಾಸಿಕ ಫಲಿತಾಂಶ
- ಅರ್ಧವಾರ್ಷಿಕ ಫಲಿತಾಂಶ
- ಒಂಭತ್ತು ತಿಂಗಳ ಫಲಿತಾಂಶ
- ವಾರ್ಷಿಕ ವರದಿ
-
Nettlinx Ltd. ಹಣಕಾಸು ಡಾಟಾ
- ಅಡಿಟ್ ಫಲಿತಾಂಶ
- ಹಣದ ಹರಿವು
- ಬ್ಯಾಲೆನ್ಸ್ ಶೀಟ್
-
Nettlinx Ltd. ವರದಿಗಳು
- ಅಕೌಂಟಿಂಗ್ ಪಾಲಿಸಿ
- ಅಡಿಟರ್ಸ್ ವರದಿ
- ನಿರ್ದೇಶಕರ ವರದಿ
- ಖಾತೆಗೆ ಮುಖ್ಯ ವಿಚಾರ
-
Nettlinx Ltd. ಕಾರ್ಪೋರೇಟ್ ವರದಿಗಳು
- ಬುಕ್ ಕ್ಲೋಸರ್
- ಡಿವಿಡೆಂಡ್
- ಬೋರ್ಡ್ ಮೀಟಿಂಗ್
-
ಫೆಡ್ ನಿರ್ಧಾರದ ಬಿಸಿ: ಇಂದಿನ ವಾರದ ಎಕ್ಸ್ಪೈರಿಯಲ್ಲಿ ಷೇರು ಮಾರುಕಟ್ಟೆ ಏರಿಳಿತದ ಭೀತಿ! -
ನಿಫ್ಟಿ ಕುಸಿತ: ಮಾರುಕಟ್ಟೆಯ ಈ ಅಸ್ಥಿರತೆಯಲ್ಲೂ ಲಾಭ ಗಳಿಸಲು ಇಲ್ಲಿವೆ ಬೆಸ್ಟ್ ಇನ್ವೆಸ್ಟ್ಮೆಂಟ್ ಟಿಪ್ಸ್ -
ಬ್ಯಾಂಕ್ ನಿಫ್ಟಿ ಎಕ್ಸ್ಪೈರಿ: ಇಂದಿನ ಮಾರುಕಟ್ಟೆಯಲ್ಲಿ ಭಾರಿ ಏರಿಳಿತದ ಸುಳಿವು, ಹೂಡಿಕೆದಾರರು ಎಚ್ಚರ ವಹಿಸಬೇಕಾದ್ದು ಏಕೆ? -
ಮಾರುಕಟ್ಟೆಯಲ್ಲಿ ಇಂದು ಭಾರಿ ಸಂಚಲನ: ನಿಫ್ಟಿ ಮತ್ತು ಈ ವಲಯಗಳ ಮೇಲೆ ಹೂಡಿಕೆದಾರರ ಕಣ್ಣು! -
ಬೆಳ್ಳಿ ಆಮದು ನಿಯಮದಲ್ಲಿ ದಿಢೀರ್ ಬದಲಾವಣೆ: ಇಂದಿನ ಮಾರುಕಟ್ಟೆಯಲ್ಲಿ ಈ ಷೇರುಗಳ ಮೇಲೆ ಕಣ್ಣಿಡಲೇಬೇಕು! -
ಸೋಮವಾರದ ಮಾರುಕಟ್ಟೆ: ನಿಫ್ಟಿ ಮೇಲೆ Q4 ಫಲಿತಾಂಶಗಳ ಅಬ್ಬರ, ಹೂಡಿಕೆದಾರರು ಎಚ್ಚರ ವಹಿಸಬೇಕಾದ ಸಮಯ! -
ತೈಲ ಬೆಲೆ ಏರಿಕೆ ಬಿಸಿ: ಇಂದಿನ ಷೇರು ಮಾರುಕಟ್ಟೆಯಲ್ಲಿ ಹೂಡಿಕೆದಾರರಿಗೆ ಕಾದಿದೆ ಅಗ್ನಿಪರೀಕ್ಷೆ! -
ಮಾರುಕಟ್ಟೆಯಲ್ಲಿ ಇಂದೇ 'ರೋಲರ್-ಕೋಸ್ಟರ್' ರೈಡ್: ಸಿಪಿಐ ದತ್ತಾಂಶದ ಮುನ್ನ ಹೂಡಿಕೆದಾರರು ಎಚ್ಚರ ವಹಿಸಬೇಕೇಕೆ? -
ಮಾರುಕಟ್ಟೆಯಲ್ಲಿ ಏರಿಳಿತದ ಆತಂಕ: ಇಂದಿನ ವಹಿವಾಟಿನಲ್ಲಿ ಹೂಡಿಕೆದಾರರು ಎಚ್ಚರ ವಹಿಸಬೇಕಾದ ಪ್ರಮುಖ ಅಂಶಗಳಿವು! -
ಷೇರು ಮಾರುಕಟ್ಟೆಯಲ್ಲಿ ಇಂದು ಅನಿಶ್ಚಿತತೆ: ತೈಲ ಬೆಲೆ ಏರಿಕೆಯ ಬಿಸಿ ಯಾರಿಗೆ ತಟ್ಟಲಿದೆ? -
ಷೇರು ಮಾರುಕಟ್ಟೆಯಲ್ಲಿ ಭರ್ಜರಿ ಆರಂಭದ ನಿರೀಕ್ಷೆ: ಹೂಡಿಕೆದಾರರ ಪಾಲಿಗೆ ಇಂದು ಅದೃಷ್ಟದ ದಿನವೇ? -
ಇಂದಿನ ಷೇರು ಮಾರುಕಟ್ಟೆ: ಎಕ್ಸ್ಪೈರಿ ದಿನದಂದು ನಿಮ್ಮ ಹಣಕ್ಕೆ ಕಾದಿದೆ ದೊಡ್ಡ ತಿರುವು! -
ರಿಲಯನ್ಸ್ ಫಲಿತಾಂಶದ ಹೊಸ್ತಿಲಲ್ಲಿ ನಿಫ್ಟಿ: ಇಂದಿನ ಮಾರುಕಟ್ಟೆ ಏರಿಳಿತಕ್ಕೆ ನೀವೇ ಸಿದ್ಧರಿದ್ದೀರಾ? -
ಷೇರು ಮಾರುಕಟ್ಟೆ ರಜೆ ಮುಗಿದು ಬುಧವಾರವೇ ಭರ್ಜರಿ ಏರಿಳಿತ? -
Stock Market Crash: ವಾರಾಂತ್ಯದಲ್ಲೂ ಷೇರು ಮಾರುಕಟ್ಟೆ ಕುಸಿತ; ಹೂಡಿಕೆದಾರರ ನಿದ್ದೆಗೆಡಿಸಿದ ಮಧ್ಯಪ್ರಾಚ್ಯದ ಯುದ್ಧ -
Stock Market Crash: ಮತ್ತೆ ಷೇರು ಮಾರುಕಟ್ಟೆಯಲ್ಲಿ ತಲ್ಲಣ; ಸೆನ್ಸೆಕ್ಸ್ 1000 ಪಾಯಿಂಟ್ಸ್ ಕುಸಿತ
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