Directors Report of Northlink Fiscal & Capital Services Ltd.

Mar 31, 2024

The Directors of your Company have the pleasure in presenting the 30^th Annual Report of the
Company together with the Audited Financial Statements for the year ended 31^st March,
2024.

INDIAN ACCOUNTING STANDARDS (IND-AS)

As mandated by the Ministry of Corporate Affairs (MCA), The Financial Statements from the
year ended March 31, 2020 onwards has been prepared in accordance with INDIAN
ACCOUNTING STANDARDS (IND AS), notified under Section 133 of the Companies Act, 2013
read with the relevant rules as amended from time to time and the other recognized
accounting practices and policies to the extent applicable. These financial statements are
prepared under Ind AS.

FINANCIAL RESULTS

The Financial Performance of your company for the year ended 31^st March 2024 is
summarized below:-

(Amount in ‘000''1

Particulars	2023-24	2022-23
Total Income (Operating and other income)	5,034.47	5,014.44
Total Expenses	5,982.24	4,611.78
Less: Depreciation	(1062.60)	(516.12)
Profit/(Loss) for the year after depreciation before Tax and exceptional and extra ordinary items	(947.77)	402.65
Less: Exceptional and extra ordinary items	---	--
Profit/ (Loss) before Tax	(947.77)	402.65
Less :- Current Tax	---	(84.17)
:- Adjustment of Deferred Tax	(570.14)	(264.43)
Profit/(Loss) after Tax	(1,517.91)	582.90

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review, your company''s operating and other income was Rs.
50,34,471.58/- (previous year Rs. 50,14,441/-). The company has incurred losses of Rs.
15,17,907.16 as compared to previous year profit after tax of Rs. Rs. 5,82,902.31.

INFORMATION ON STATE OF COMPANY''S AFFAIRS

The Company was incorporated in the year 1994 and started its commercial operations on
30.12.1994. The Company is a NBFC registered with Reserve Bank of India vide Certificate
No.06.00130 dt.09.09.1998 issued by Reserve Bank of India, Chandigarh.

DIVIDEND

During the year under review, management has not recommended any dividend for the year
ended 31^st March 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND

Since there was no dividend declared and paid last year, the provisions of Section 125 of the
Companies Act, 2013 does not apply.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES
ACT, 2013

During the year under review, the company has incurred losses and could not transferred
20% of its profit to Statutory Reserves as per Section 45-IC of Reserve Bank of India Act, 1934.

CHANGES IN SHARE CAPITAL

There was no change in the share capital of the company during the year under review.
Authorized Share Capital as at 31^st March, 2023 was Rs. 5.50 Cr and paid up capital as at 31^st
March, 2024 was Rs. 5.25 Cr. During the year 2023-24 under review, your Company has not
issued any share including sweat equity or ESOP and/or Convertible Debentures.

CORPORATE SOCIAL RESPONSIBILITY

Section 135 of Companies Act, 2013 in respect of the provisions of Corporate Social
Responsibility (CSR) is not applicable to the company during the year under review.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Company being a NBFC, provisions of Section186 of the Companies Act, 2013 does not
applicable except provision (1), which states company cannot invest in more than two layers
of investment company. Details regarding loans, investment and guarantees provided in the
notes of accounts of financial statements attached with this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197(12) of the Act, read with rule 5(1) of the Companies(Appointment
and Remuneration of Managerial Personnel) Rules, 2014, every listed company required to
disclose information related to remuneration paid during the year. The detailed information
in this regard is annexed to this report as "Annexure I".

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year
with related parties were in the ordinary course of business and on an arm''s length basis. The
Board of Directors of the company has adopted Related Party Transaction Policy and same is
available on the following link

http://www.northlink.co.in/policy-on-dealing-with-the-related-party-transactions.pdf

Further all the necessary details of transactions entered with the related parties as defined
under Section 188 of the Companies Act, 2013 and related party defined under Section 2 (76)
of the said Act are attached herewith in Form No. AOC-2 for your kind perusal and information
as “Annexure II”.

ANNUAL RETURN

In accordance with the requirements under section 92(3) and section 134(3)(a) of the Actand
the applicable rules, the Annual Return as on March 31, 2023 is available on the website of
the Company at the link: http://northlink.co.in/mgt-7-31-03-2024.pdf

AUDITOR''S OF THE COMPANY

a) Statutory Auditors

At the 29^th Annual General Meeting of the company held on 30^th September, 2024 M/s K R
Aggarwal & Associates, Chartered Accountants, Ludhiana, (FRN 030088N), were appointed
as Statutory Auditors of the company to hold the office till the conclusion of 34^th AGM of the
company in terms of provisions of section 139(1) of the Companies Act, 2013. As per Circular, their appointment need not to be ratified I every AGM. Hence, the requisite
resolution doesn''t form part of the AGM Notice.

Further, the outgoing Statutory Auditors of the Company have submitted Auditors'' Report on
the accounts of the Company for the financial year ended 31^st March, 2024. The Auditors''
Report is self-explanatory and therefore do not call for any further explanation or comments
from the Board under Section 134(3) of the Companies Act, 2013.

b) Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 inter-alia requires every listed company
to annex with its Board''s report, a Secretarial Audit Report given by a Company Secretary in
Practice, in the prescribed form.

The Board had appointed M/s Jatin Singal & Associates, Practicing Company Secretary, as
Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year
2023-24. The Secretarial Auditor of the Company have submitted their Report in Form MR-3
as required under Section 204, of the Companies Act, 2013 for the financial year ended
31^st March, 2024. The Report form part of this report as “Annexure-III”. The Auditor Report
is self-explanatory, therefore does not requires any comments from the board.

c) Internal Auditor

The audit plan is aimed at evaluation of the efficacy and adequacy of internal control systems
and compliance thereof, robustness of internal processes, policies and accountingprocedures,
compliance with laws and regulations. Based on the reports of internal audit function process
owners undertake corrective action in their respective areas. Significant audit observations
and corrective actions thereon are presented to the Audit Committee of Board. Sh. Umesh
Sharma has been appointed as an Internal Auditor of the company under section 138 of
Companies Act, 2013 to conduct internal audit of functions and activities of the company.

COST RECORDS

As your Company is not a manufacturing company, the cost records are not required to be
maintained by your Company pursuant to an order passed by the Central Government.

DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITORS REQUIRED UNDER
SECTION 148 (12) OF COMPANIES ACT, 2013.

During the year under review, the Statutory Auditors have mentioned that no fraud by its
officers or employees of the Company has been noticed or reported during the year.

CHANGES IN NATURE OF BUSINESS

There was no change in the nature of business of the company during the year under review.

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (l) OF THE
COMPANIES, ACT 2013

No material changes and commitments have taken place between the end of the financial year
of the Company to which Balance Sheet relates and date of report, which affects the financial
position of the Company.

INVESTOR SERVICES

The Company is committed to provide the best services to the shareholders/ investors. M/s
Skyline Financial Services Private Limited, New Delhi is working as Registrars and Share
Transfer Agents (RTA) of the Company for transfer, dematerialization of shares and other
investor related services. No correspondence/enquiry from any shareholder/ investor is
pending with the company for reply.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act,
2013 in respect of conservation of energy and technology absorption has not been furnished
considering the nature of activities undertaken by the company during the year under review.
There are no foreign exchange earnings.

DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no Holding/Subsidiary/Joint Venture or Associate companies.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of Articles of Association of the Company, Ms. Shamli Madia,
Chairperson cum Managing Director of the company is liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, she offered herself for re- appointment.
The Board of Directors recommended her appointment for consideration of the members at
the ensuing annual general meeting.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION
149 OF THE COMPANIES ACT, 2013

Presently, the Company has two Independent Directors namely, Sh. Bharat Soni & Sh.
Inderjit Singh Jassal who has given declaration that they meet the eligible criteria of
independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial
statements. During the year, such controls were tested and no reportable material
weaknesses in the design or operation were observed.

NUMBER OF MEETINGS

During the Financial year 2023-24, 7 Meetings of Board of Directors and 4 Meetings of Audit
Committee, 1 Meeting of the Stakeholders Relationship Committee and 2 Meetings of
Nomination and Remuneration Committee of the company were held. Detailed information
about the meetings is given in Corporate Governance Report, which forms thepart of Annual
Report.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute
of the Company Secretaries of India.

RISK MANAGEMENT POLICY

The policy establishes the process for the management of risk faced by the Company. The aim
of risk management is to maximize opportunities in all activities and to minimize adversity.
This policy applies to all activities and processes associated with the normal operations of
Northlink Fiscal and Capital Services Limited. Risk Management Policy is designed to avoid
events, situations or circumstances which may lead to negative consequences on the
Company''s Businesses, and define a structured approach to manage uncertainty and to make
use of these in their decision-making pertaining to all Business divisions and corporate
actions. Key business risks and their mitigation are considered in the Annual/Strategic
Business Plans and in the periodic Management Reviews.

EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEE AND
INDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) OF THE
COMPANIES ACT, 2013

Pursuant to the above said provisions of the Companies Act, 2013, the Board has carried out
an evaluation of its own performance, directors individually as well as the evaluation of the
Committees as per the Criteria laid down in the Nomination &Remuneration policy.

Further, Independent directors have also reviewed the performance of the Non-Independent
Directors and Board as a whole including reviewing the performance of the Chairperson of
the Company taken into account the views of the Executive Directors and Non-Executive
Directors vide their separate meeting held on 14.02.2024 at the registered office of the
Company.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of Companies Act, 2013 and provisions ofRegulation
18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company
has constitute Audit Committee with the objectives to monitor, supervise and effective
management of company''s finance, to ensure effective internal financial controls and risk

management systems with high level of transparency andaccuracy. Details regarding Audit
Committee are given in the Corporate Governance Report, which forms the part of this Annual
Report.

DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY
PURSUANT TO SECTION 134(3) (e) AND SECTION178 (3)

Pursuant to the provisions of Section 178 of Companies Act, 2013 and Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors
of your Company constituted Nomination & Remuneration Committee. The said Committee
was framed, adopted and recommended “Nomination & Remuneration Evaluation Policy” for
Directors, KMP and Senior Management Personnel. The said policy forms the part of this
report which is annexed at “Annexure-IV”.

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company
confirms that-

	In the preparation of the annual accounts, the applicable accounting standardshad been followed along with proper explanation relating to material departures;
	They had selected such accounting policies and applied them consistently and madbe judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
	They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
	They had prepared the annual accounts on a going concern basis; and
	They had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.
	They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DISCLOSURE IN RELATION TO VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a
Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Policy is formulated to provide opportunity to employees and directors to
report to management concerns about unethical behavior, actual or suspended fraud or
violation of the Code of conduct or policy. The mechanism provides for adequate safeguards
against victimization of employees and directors who express their concerns and provides for

direct access to Chairperson/ Members of Audit Committee in exceptional cases. The policy is
applicable to all employees and directors of the Company.

Vigil Mechanism and Whistle Blower Policy is available on the following link:
http://www.northlink.co.in/Whistle%20Blower%20Policy.pdf

CORPORATE GOVERNANCE REPORT

Provisions of the Corporate Governance was not applicable to the Company during the
financial year 2023-24 as your company is falling under the exemption provided under
Regulation 15 (2) of SEBI (LODR) Regulations, 2015. Your Company followed some of the
provisions of Corporate Governance on voluntary basis.

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the report on Corporate Governance together with Auditor''s Certificateon
compliance with this regard and Managing Director''s declaration in this regarding compliance
of code of conduct by Board Members and Senior Management Personnel is attached and
forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under the Regulation 34 (2) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed
herewith and forms the part of this Annual Report.

GENERAL DISCLOSURE

Your Director state that no disclosure or reporting is required in respect of the following items
as there were no transaction on these items during the year under Review.

1.Details relating to Deposits covered under Chapter V of the Companies Act, 2013 and
provisions of RBI Act,1934.

2.Issue of Equity Shares with Differential right, as to dividend, voting or otherwise.

3.Issue of shares with including Sweat Equity Shares to employees of the company under any
scheme.

4. No significant or Material order were passed by the regulators or courts or tribunal which
impact the going concern states and company''s operation in future. Your director further state
that during the year under review, there were no case filed pursuant to sexualharassment
of women at workplace (Prevention, prohibition and Redressal) Act,2013.

5. No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status
as at the end of the financial year is not applicable; and

6. The requirement to disclose the details of difference between amount of the valuation done
at the time of onetime settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co¬
operation received from sub-brokers, business associates, vendors, bankers, financial
institutions, investors, stakeholders, registrar and share transfer agent, other business
affiliates and media.

The Board places on record its sincere appreciation towards the Company''s valued customers
for the support and confidence reposed by them in the organization and the stakeholders for
their continued co-operation and support to the company and look forward to the
continuance of this supportive relationship in future.

Your Directors also places on record their deep sense of appreciation for the devoted services
of the employees during the period under review.

By Order of the Board
For Northlink Fiscal and Capital Services Limited

sd/

(Shamli Madia)
Chairperson cum Managing Director

DIN 02915048

Place: Ludhiana
Date: 04.09.2024

---

Mar 31, 2015

Dear Members,

The Directors have the pleasure in presenting the 21st Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

Amount (Rs. In Lacs) Particulars 2014-15 2013-14 Operating and other income 208.81 50.22

Profit/(Loss) before Depreciation , exceptional and extra 12.13 6.49

ordinary items and tax

Less: Depreciation 4.84 2.58

Profit/(Loss) for the year after depreciation before Tax 7.29 3.91

and exceptional and extra ordinary items

Less: Exceptional and extra ordinary items ---- ----

Profit/ (Loss) before Tax 7.29 3.91

Less: Transfer to Statutory Reserve 1.45 ----

Less: Provision for taxation 2.25 (0.01)

Profit/(Loss) after Tax 3.58 3.92

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review your company's operating and other income was of Rs. 208.81 lacs (previous year Rs. 50.22 Lacs). The company has earned a profit of Rs. 3.58 lacs (Previous year profit of Rs. 3.92 lacs) during the period under review.

DIVIDEND

During the F.Y. 2014-15, the Company has earned profits of Rs. 3.58 lacs but Board of Directors of the Company has decided to retain the profits for further growth. So, your directors do not recommend any dividend to the share holders.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 does not apply.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

During the F.Y 2014-15, the company has earned profits of Rs. 3.58 lacs and Rs.1.45 lacs is being transferred to Statutory Reserves.

CHANGES IN SHARE CAPITAL

There is no change in the Share capital of the company during the Financial Year 2014-15.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Company being a NBFC, provisions of section186 does not applicable except provision (1), which states company cannot invest in more than two layers of investment company. Company has not done any investments during the period under review.

AUDITOR'S

I) Statutory Auditors

The appointment of Parmod G Gupta & Associates, Chartered Accountants, Ludhiana as statutory auditors of the Company, is being ratified by members of the your company at the forthcoming Annual General Meeting.

ii) Secretarial Auditors

B.K Gupta & Associates, Company Secretaries, Ludhiana has been appointed as Secretarial Auditors of the company by board to conduct the secretarial audit for the financial year 2014-15.

iii) Internal Auditors

Sh. Umesh Sharma, has been appointed as an Internal Auditor of the company under section 138 of Companies Act, 2013 to conduct internal audit of functions and activities of the company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197(12) of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company required to disclose information related to remuneration paid during the year. The detailed information in this regard is annexed to this report as "Annexure I".

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The Board of Directors of the company has adopted Related Party Transaction Policy and same is available on the following link http://www.northlink.co.in/related-party-policy.pdf.

Further all the necessary details of transaction entered with the related parties as defined under Section 188 of the Companies Act, as defined under Section 2 (76) of the said Act are attached herewith in form No.AOC-2 for your kind perusal and information as "Annexure II".

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (l) OF THE COMPANIES, ACT 2013

No material changes and commitments have taken place between the end of the financial year of the Company to which balance sheet relates and date of report, which affects the financial position of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption has not been furnished considering the nature of activities undertaken by the company during the year under review. There are no foreign exchange earnings.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in format MGT-9, for the financial year 2014-15 has been enclosed with this report as "Annexure III".

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no Subsidiary/Joint Venture or Associate companies.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

- Sh.Sunil Dutt Maria, Whole Time Director and Ms.Ridhima Aggarwal were appointed as CFO and Company Secretary respectively w.e.f 01.08.2014.

- Sh. Jatan Kumar, Sh. Balwinder Singh, Sh. Rahul Sharma resign from their directorship w.e.f 02.07.2015

- Sh. Sunil Dutt Maria, Whole-Time Director and CFO of the Company resigns and appointed as CEO of the Company w.e.f 02.07.2015.

- Smt. Anuradha Rani, Whole-Time Director resigns from her directorship and appointed as CFO of the Company w.e.f 02.07.2015.

Pursuant to Sub-section (10) of section 149 of the Companies Act, 2013 provides that IDs shall hold office for a term of up to five consecutive years on the board of a company and shall be eligible for re-appointment on passing of special resolution by the shareholders of the company. Further, sub-section (13) of section 149, provides that the provisions of retirement by rotation as defined in sub- sections (6) and (7) of section 152 of Companies Act, 2013 shall not apply to IDs.

Accordingly none of the IDs retire at ensuing AGM.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

NUMBER OF MEETINGS

During the Financial year 2014-2015 under review, 09 meetings of Board of Directors and 6 Meetings of Audit Committee of the Company were held. Detailed information about the meetings is given in corporate governance report which forms the part of Annual Report.

RISK MANAGEMENT POLICY

The Board of Directors of your Company in its meeting held on 14.08.2015 has adopted the Risks Management Policy. The policy establishes the process for the management of risk faced by the Company. The aim of risk management is to maximize opportunities in all activities and to minimize adversity. This policy applies to all activities and processes associated with the normal operations of North link Fiscal and Capital Services Limited. The Board of Directors has adopted Risk Management Policy and same is available on the following link http://www.northlink.co.in/fair-practices.php

The purpose of the Committee is to assist the Board of Directors in fulfilling its responsibilities with regard to enterprise risk management. Further, the Committee strives to assist the Board in framing, implementing and monitoring the risk management plan for the Company and reviewing and guiding the risk policy.

EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT, 2013 AND RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES 2014 AND CLAUSE 49 OF IV(B) OF THE LISTING AGREEMENT

Pursuant to the above said provisions of the Companies Act, 2013, rules thereof and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, directors individually as well as the evaluation of the committees as per the criteria laid down in the Nomination Remuneration Evaluation policy. Further the Independent directors have also reviewed the performance of the Non-Independent Directors and Board as a whole including reviewing the performance of the Chairperson of the company taken into account the views of an Executive Directors and Non Executive Directors vide there separate meeting held on 31.03.2015.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report in format MR-3 by B.K Gupta & Associates, Company Secretaries, Ludhiana, Secretarial Auditor is annexed with the Board Report. Secretarial Audit Report is annexed herewith as "Annexure IV".

COMPANY POLICY REALTING TO DIRECTOR APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

- The Nomination and remuneration Committee of the Company has Formulated the Nomination and Remuneration Policy on Director appointment and remuneration including the criteria for determining qualification positive attributes independence of a director and other matters as provided under section 178(3) of the companies Act, 2013.

- The Nomination and Remuneration Policy is annexed hereto and form of this report as

"Annexure-V".

AUDIT COMMITTEE

Audit Committee of the company is re-constituted on 02.07.2015 with the objectives to monitor, supervise and effective management of company's finance, to ensure effective internal financial controls and risk management systems with high level of transparency and accuracy.

The Audit Committee comprised of:

1. Sh. Jatinder Kumar Mehra (Chairman)

2. Sh. Bahart Soni (Member)

3. Smt. Shamli Maria (Member)

The composition of the Audit Committee consists of independent Directors viz., Sh. Jatinder Kumar and Sh. Bharat Soni who form the majority. The Committee met six times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report.

VIGIL MECHANISM

The company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other directors. The Company has also provided adequate safeguards against victimization of employees and directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of company employees and the Company.

The Board of Directors of the Company has adopted Whistle Blower policy and same is available on the following link: http://www.northlink.co.in/Whistle%20Blower%20Policy.pdf.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with Auditor's Certificate on compliance with this regard and Managing Director's declaration in this regarding compliance of code of conduct by Board Members and Senior Management Personnel is attached and forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that- (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) They had prepared the annual accounts on a going concern basis; and

(e) They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as per Clause 49 of the Listing Agreement are given in the Annexure forming part of this Report.

GENERAL DISCLOSURE

Your Director state that No Disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under Review

1. Details relating to Deposits covered under Chapter V of the Companies Act,2013 and provisions of RBI Act, 1934.

2. Issue of Equity Shares with Differential right, as to dividend, voting or otherwise

3. Issue of shares with including sweat equity shares to employees of the company under any scheme

4. No significant or Material order were passed by the regulators or courts or tribunal which impact the going concern states and company's operation in future, your director further state that during the year under review, there were no case filed pursuant o sexual harassment of women at workplace (Prevention, prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

Directors acknowledge with gratitude, the continuing co-operation and assistance rendered by Financial Institutions, Banks, Government Agencies, Suppliers and other organizations in the working of the Company.

By Order of the Board

For NORTHLINK FISCAL AND CAPITAL SERVICES LIMITED

sd/- sd/-

(Sunny Maria) (Shamli Maria)

Managing Director Director

DIN: 01006699 DIN: 02915048

Place: Ludhiana 62-B, Kitchlu Nagar 62-B, Kitchlu Nagar

Date: 14.08.2015 Ludhiana- 141001 Ludhiana- 141001

---

Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting the 20th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULT

Amount (Rs. In Lacs)

Particulars 2013-2014 2012-2013

Operating income and other income 50.22 8.97

Profit/(Loss) before Depreciation 6.49 1.91

Less: Depreciation 2.58 0.12

Profit/(Loss) for the year before Tax 3791 1.79

Less: Provision for taxation 1.57 0.74

Less: Deferred Tax (1.59)

Profit/(Loss) after Tax 3.92 1.04

OPERATIONAL REVIEW

During the year under review your company's operating income was of Rs. 50.22 lacs. The company has gained a profit of Rs.3.92 lacs during the period under review.

DIRECTORS

i) Smt. Geeta Rani, Director of your company, retires by rotation at the conclusion 0f forthcoming Annual General Meeting & being eligible offers himself for re-appointment.

ii) Sh. Jatinder Kumar Mehra, Sh. Jatan Kumar, Sh. Rahul Sharma, Sh. Balwinder Singh and Sh. Bharat Soni are proposed to be appointed as Independent Directors for a term of five years.

iii) Sh. Sunil Dutt Maria has been appointed as CFO of company w.e.f 01.08.2014.

DIVIDEND

In the absence of adequate profits during the year under review your directors do not recommended any dividend to the share holders.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

AUDITORS

M/s Parmod G. Gupta & associates, Chartered Accountants, Ludhiana are proposed to be appointed as Auditors of the Company from the conclusion of the 20th Annual General Meeting till the conclusion of the 25th Annual General Meeting of the Company, subject to ratification of the appointment by the members at every AGM held after the 20th AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/ s Parmod G. Gupta & associates, Chartered Accountants, Ludhiana to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31st, 2014 does not contain any qualification. As regards Auditor's observation, the relevant notes on the accounts are self- explanatory and therefore do not call for any further comments.

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 and forming part of the Directors Report for the year ended 31st March, 2014.

i. That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. 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 as at 31st March,2014 and other Statements of Accounts of the Company for the year ended 31st March, 2014.

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv. That the Directors had prepared the annual accounts on a going concern basis.

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit committee as on 14th August 2014 is as under:-

1. Sh. Jatan Kumar (Chairman)

2. Sh. Jatinder Kumar Mehra (Member)

3. Sh. Sunil Dutt Maria (Member)

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination & Remuneration committee as on 14th August 2014 is as under:

1. Sh. Jatinder Kumar Mehra (Chairman)

2. Sh. Rahul Sharma (Member)

3. Sh. Bharat Soni (Member)

COMPOSITION OF SHARE TRANSFER & SHAREHOLDERS/INVESTORS GREIVANCE COMMITTEE

The composition of Share Transfer & Shareholders/Investors Grievance Committee as on 14th August 2014 is as under:-

1. Sh. Rahul Sharma (Chairman)

2. Sh. Bharat Soni (Member)

3. Sh. Balwinder Singh (Member)

PAYMENT OF LISTING FEE

The Company has paid listing fees to the Delhi Stock Exchange Limited and Ludhiana Stock Exchange limited.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as per Clause 49 of the listing agreement are given in the Annexure forming part of this Report.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report as per Clause 49 of the listing agreement is given in the Annexure Forming part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information as per Section 217(1) (e), read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 have not been given as they are not applicable on the Company.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956

There was no employee who falls under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 2002.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, the continuing co-operation and assistance rendered by Financial Institutions, Banks, Government Agencies and employees in the working of the Company.

For and on Behalf of the Board For NORTHLINK FISCAL AND CAPITAL SERVICES LIMITED

Place: Ludhiana Sd/- Date: 14.08.2014 (Sunil Dutt Maria) Chairman DIN: 02276398 H. No. 62-B, Kitchlu Nagar, Ludhiana- 14100:

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Mar 31, 2013

Dear Members,

The Directors have the pleasure in presenting the 19th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Amount Rs. In Lacs)

Particulars Year Ended Year Ended 31.03.2013 31.03.2012

Operating income 8.96 4.64

Profit before Depreciation 1.91 0.86

Less: Depreciation 0.12 0.14

Profit for the year before Tax 1.79 0.72

Less: Provision for taxation 0.74 0.25

Profit after Tax 1.04 0.47

OPERATIONAL REVIEW

During the year under review your company''s operating income was of Rs. 8.96 Lacs. The Company has earned a profit of Rs. 1.04 Lacs during the period under review.

DIRECTORS

Sunil Dutt Maria, Director of your company, retires by rotation at the conclusion of the forthcoming Annual General Meeting & being eligible offers himself for re-appointment.

Sunny Maria, Director of your company, retires by rotation at the conclusion of the forthcoming Annual General Meeting & being eligible offers himself for re-appointment.

DIVIDEND

In the absence of adequate profits during the year under review your directors do not recommended any dividend to the share holders.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

AUDITORS

M/s. Parmod G. Gupta & Associates, Chartered Accountants, Ludhiana Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting.

Pursuant to a Special

Notice received from a shareholder, the Audit Committee and the Board recommend the appointment of M/s. Parmod G. Gupta & Associates. Chartered Accountants, Ludhiana as statutory auditors of the Company in place of M/s Vas & Co., Chartered Accountants, Ludhiana.

DIRECTORS RESPONSIBILITY STATEMENT

Directors'' Responsibility Statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 is enclosed as Annexure and forms part of the report.

SECRETARIAL COMPLIANCE CERTIFICATE

In term of Section 383 A (1) of the Companies Act, 1956, and companies Compliance Certificate Rules 2001 the certificate issued by M/s B.K Gupta & Associates, Company Secretaries, Ludhiana certifying that the company has complied with all the provisions of the Companies Act, 1956 is annexed to the Report.

REPORT ON CORPORATE GOVERNANCE

A separate report on corporate Governance along with Auditors Certificate on its compliance is obtained.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO

Information as per Section 217(1) (e), read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 have not been given as they are not applicable on the Company.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT. 1956

There was no employee who falls under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 2002.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, the continuing co-operation and assistance rendered by Financial Institutions, Banks, Government Agencies and employees in the working of the Company.

For and on behalf of the Board For NORTHLINK FISCAL & CAPITAL SERVICES LIMITED

(Sunil Dutt Maria) Dated: 29.07.2013 Chairman Place: Ludhiana

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Mar 31, 2012

Dear Members,

The Directors have the pleasure in presenting the Annual Report of the Company together with the audited Statements of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Amount Rs. In Lacs)

Particulars Year Ended Year Ended 31.03.2012 31.03.2011

Operating fit Other income 4.64 5.09

Profit/(Loss) for the year before Tax 0.72 0.34

Less: Provision for taxation 0.25 0.12

Add: Other adjustments - -

Profit/(Loss) after Tax 0.47 0.22

OPERATIONS

During the year under review total income of the Company is Rs. 4.64 Lacs and the Company has incurred a loss of Rs. 0.47 Lacs this year.

DIRECTORS

Smt. Geeta Maria and Sh. Sunil Dutt Maria, Directors of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

AUDITORS

The auditor, Vas & co., Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment. They have furnished a certificate to the effect that the re-appointment if made shall be in accordance with Section 224(1B) of the Companies Act, 1956. As regards Auditor''s observation, the relevant notes on the accounts are self- explanatory and therefore do not call for any further comments.

SECRETARIAL COMPLIANCE CERTIFICATE

In term of Section 383 A (1) of the Companies Act, 1956, and companies Compliance Certificate Rules 2001 the certificate issued by M/s B.K Gupta & Associates, Company Secretaries, Ludhiana certifying that the company has complied with all the provisions of the Companies Act, 1956 is annexed to the Report.

REPORT ON CORPORATE GOVERNANCE

A separate report on corporate Governance alongwith Auditors Certificate on its compliance is obtained.

DIRECTORS RESPONSIBILTY STATEMENT

Directors'' Responsibility Statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 is enclosed as Annexure and forms part of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO

Information as per Section 217(1) (e), read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 have not been given as they are not applicable on the Company.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956

There was no employee who falls under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 2002.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, the continuing co-operation and assistance rendered by Banks, Government Agencies and employees of the Company.

By Order of the Board For NORTHLINK FISCAL & CAPITAL SERVICES LIMITED

(Sunil Dutt Maria) Dated: 02.09.2012 Director Place: Ludhiana (Sunny Maria) Director

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Mar 31, 2011

Dear Members,

The Directors have the pleasure in presenting the Annual Report of the Company together with the audited Statements of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Amount Rs. In Lacs)

Particulars Year Ended Year Ended 31.03.2011 31.03.2010

Operating & Other income 5.09 6.01

Profit/(Loss) for the year before Tax 0.34 0.10

Less: Provision for taxation 0.12 0.03

Add: Other adjustments - -

Profit/(Loss) after Tax 0.22 0.07

OPERATIONS

During the year under review total income of the Company is Rs. 5.09 Lacs and the Company has gained a profit of Rs. 0.22 Lacs this year.

DIRECTORS

Sh. Nandesh Maria and Smt. Anjna Rani, Directors of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

AUDITORS

The auditor, Vas & co., Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment. They have furnished a certificate to the effect that the re-appointment if made shall be in accordance with Section 224(1 B) of the Companies Act, 1956. As regards Auditor''s observation, the relevant notes on the accounts are self- explanatory and therefore do not call for any further comments.

SECRETARIAL COMPLIANCE CERTIFICATE

In term of Section 383 A (1) of the Companies Act, 1956, and companies Compliance Certificate Rules 2001 the certificate issued by M/s B.K Gupta & Associates, Company Secretaries, Ludhiana certifying that the company has complied with all the provisions of the Companies Act, 1956 is annexed to the Report.

REPORT ON CORPORATE GOVERNANCE

A separate report on corporate Governance alongwith Auditors Certificate on its compliance is obtained.

DIRECTORS RESPONSIBILTY STATEMENT

Directors'' Responsibility Statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 is enclosed as Annexure and forms part of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information as per Section 217(1) (e), read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 have not been given as they are not applicable on the Company.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956

There was no employee who falls under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 2002.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, the continuing co-operation and assistance rendered by Banks, Government Agencies and employees of the Company.

By Order of the Board For NORTHLINK FISCAL & CAPITAL SERVICES LIMITED

(Sunny Maria) Dated: 01.09.2011 Director Place: Ludhiana (Sunil Dutt Maria) Director