We present our 59th Annual Report together with the Audited Financial Accounts for theyear ended March 312017:
1. The financial results of the Company for the year ended March 312017 have beendisclosed as per Schedule III to the Companies Act 2013.
|The high lights of the results are: ||2016-17 ||2015-16 |
|Trading Turnover ||9163320 ||2519255 |
|Depreciation ||757988 ||756842 |
|Profit before Tax ||(714680) ||(1792483) |
|Profit after Tax ||1452348 ||(1592176) |
During the year trading turnover has grownmarginally .However the company hasstartedtrading in chemicals during the current year and higher turnover is expected duringthis year. In view of conservation of profit and present requirement for the workingcapital funds the directors do not recommend any dividend for the year.The Directors donot propose to transfer any amount to the reserves. There have been no material changesand commitments affecting the financial position of the company which have occurredbetween the end of the financial year of the company and the date of this report. Thereare no Loans Guarantees and Investments covered under the provisions of Section 186 ofthe Companies Act 2013.
2. a) The Company has four Directors out of which two are non-retiring IndependentDirector and one is Managing Director not liable to retirement. The Fourth Director Smt.VandanaNevatia(DIN NO07123272) aWoman Director being the only Director liable to retire byrotationretires at the AGMbut being eligible offersherself for reappointment. TheDirectors recommend her reappointment
b) Mr. Pravin Kumar Nevatia who was appointed Managing Director by the members to holdoffice upto September 30 2017 Your director recommended to reappoint Mr. Pravin KumarNevatia as a Managing Director of the Company for athe period of three years w.e.f. 01October 2017 at the ensuing general meeting.
3. Declaration by Independent Directors: The Independent Directors havesubmitted the Declaration of Independence as required pursuant to section 149 (6) of theCompanies Act 2013 stating that they meet the criteria of Independence as provided insub-section (6).
A) Statutory Auditor: M/s. M L Bhuwania and Co. LLP Chartered Accountants whoare the statutory auditors of the Company hold office until the conclusion of the AGM tobe held in 2017 and are not eligible for re- appointment. The Board of Directors place onrecord its sincere appreciation to the retiring auditor M/s. M L Bhuwania and Co. LLRChartered Accountants who are the auditor of the company since inception. Your directorsare recommending M/s. KanuDoshi and Associates LLP Chartered Accountants (ICAI FirmRegistration No. 104746W / W100096) as a statutory auditors of the company who shall holdfrom ensuing Annual General Meeting until the conclusion of the 64th Annual GeneralMeeting subject to ratification by the shareholders at each Annual General Meeting.
Observation of Statutory Auditor
The Statutory auditors have given observations w.r.t The Company has not appointedCompany Secretary and Chief Financial Officer as required by sub section 1 of Section 203of the Companies Act 2013 and the Company has also not appointed Internal Auditor asrequired under section 138 of Companies Act 2013 r.w. Rule 13 of the Companies (Accounts)Rule 2014.
The observations are self-explanatory.
B) Secretarial Auditor: Pursuant to the provisions of Section 204 of theCompanies Act 2013 and the rule made there under the Company has appointed Shri. ShivHariJalan Practicing Company Secretary firm toundertake the secretarial Audit of theCompany. The Report of the Secretarial Audit Report is annexed herewith as"Annexurelll".
Observation of Secretarial Auditor
The company has not appointed company secretary and chief financial officer as requiredunder section 203(1) of the Companies Act 2013 further the company has also not appointedInternal Auditor as required under section 138 of Companies Act 2013 r.w. Rule 13 of theCompanies (Accounts) Rule 2014. The company has not filed a statement giving investorcomplaints under Regulation 13 (3) for the quarter ended March 2016 and June 2016. Thecompany has delayed by 2 days in publishing the financial result for the year ended March312016 under regulation 47 (3) of Securities and Exchange Board of India (ListingObligations and Disclosure requirements) Regulations 2015. The company has not givenpublic notice for intimation of date of board meetings called / held on 24th May 2016 forthe quarter and year ended 31 st March 2016 under regulation 47 (1) (b) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. The company has not made disclosure of Management Discussion and Analysis asspecified in para B of Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 in the Annual Report of 2016under regulation 34 (3) and 53 (f) read with Schedule V of Securities and Exchange Boardof India (Listing Obligations and Disclosure requirements) Regulations 2015.
The reason for such non-complianceor delay is as under
Considering the size of the business of company it has not appointed companysecretary internal auditor and Chief Financial officer .Furtherin future whenever theboard will find suitable to appoint a company Secretary internal auditor and chiefFinancial officer it will take the appropriate steps.
Further Non-compliance of LODRdue to oversight of new regulation and it wasunintentional on the part of company. The Board of Directors has taken care ofsuchcompliance thereafter wherever appropriate and the Board of Directors assure about allcompliances in future.
C) Significant and Material orders passed by the Regulators or Court: During theyear in review there were no significant and material orders passed by the Regulators orCourts or Tribunals which may impact the going concern status of the Company and itsoperations in future.
4. Adequacy of Internal Financial Control: Internal financial controls withreference to the financial statements were adequate and operating effectively.
5. Risk Management: The Company has no employeesand is engaged in tradingactivity. The risk in trading in sudden changes in price and loss on Stocks. The companytries not to keep stocks and purchase against firm orders. The company keeps watch on anyrisk factors arising.
6. Provision of Sec 135 of companies Act regarding corporate social responsible do notapply to the company.
7. Regulations 17 to 27 clauses (b) to (i) of regulation 46(2) and paragraphs C D andE of Schedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations')of corporate governanceare not applicable to the Company.
8. During the financial yearthere was no change in nature of Business of the Company
9. During the financial year the Company has not accepted any deposits not renewed anydeposit or made any default in repayment of any deposits.
10. Vigil Mechanism -The Company has no employeesotherthan managing Director.
11. The Board has on the recommendation of the Nomination & Remuneration committeeformed a policy for selection & appointment of Directors and their Remuneration.
12. There are no employers covered by sec 197 read with rule 5 of companies(Appointment and remuneration of manager of persons) Rule 2014. As the managing Directoris to only employees of the company no evaluation under the company Act 2013 is possible.
13. The company does not have any subsidiary associates and joint ventures.
14. Director's responsibility Statement
As required under section 134(3)(C) of Companies Act 203 Directors to the best oftheir knowledge and belief state that-
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) The Directors had prepared the annual accounts on a going concern basis;
e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
15. Number of Meeting of the Board and Committee's: During the year meetings ofAudit Committee Nomination and Remuneration Committee and Stakeholder RelationshipCommittee and Boardof Directorswere held on 24-May- 2016 11-Aug-201610-Nov-2016 and14-Feb-2017. In all the committee meetings all the Member of committees were present andin all the Board of Directors meetings all the directors were present. The IndependentDirectors have met once during the year on 14-Feb-2017. The directors have evaluated ownperformance and its committees and individuals directors and found it satisfactory to meetthe requirement of the company.
16. All contracts / arrangements / transactions entered by the Company during thefinancial year ended as on March 31 2017 with related parties as specified u/s 188 (1) ofCompanies Act 2013 were in the ordinary course of business and on an arm's length basis.The information on transactions with related parties pursuant to Section 134(3) (h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is given inAnnexure-T which forms part of this report..
17. As there no women employees there is no need to have policy onredressal of sexualHarassmentforthe company.
18. As the company has no manufacturing activity conservation of energy technicalabsorption and foreign exchange details are notgiven in the report.
19. Extract of Annual Return :The details forming part of the extract of the AnnualReturn in form MGT 9 is annexed herewith as "Annexure II".
20. Management Discussion and analysis report as per Regulation 34 of the SEBI ListingRegulations is annexed to this Board Report Annexure'IV.
|Place: Mumbai ||for The Indian Link Chain Manufacturers Limited |
|Date :30.05.2017 ||Rajesh Poddar |
| ||Director |
| ||(DIN No. 00795238) |
| ||P.K. Nevatia |
| ||Managing director |
| ||(DIN No. 00852581) |