Linaks Micro Electronics Ltd.
Your Directors present their Thirty First Annual Report on the business and operationsof the Company and the accounts for the Financial Year ended March 31 2016.
1. FINANCIAL SUMMARY OF THE COMPANY
The summarized financial results of the Company are as under:
(Rs. In Lacs)
|Particulars ||2015-2016 ||2014-2015 |
|Sales and other income ||18.21 ||23.08 |
|Profit Before Interest and Depreciation ||-156.93 ||-71.35 |
|Finance Charges ||0.00 ||0.00 |
|Gross Profit ||-156.93 ||-71.35 |
|Provision for Depreciation ||31.07 ||54.60 |
|Profit before extraordinary items ||-188.00 ||-125.95 |
|Extraordinary items ||99.34 ||0.00 |
|Net Profit Before Tax ||-88.66 ||-125.95 |
|Provision for Tax ||0.00 ||0.00 |
|Net Profit After Tax ||-88.66 ||-125.95 |
|Balance of Profit brought forward ||-2079.87 ||-1826.35 |
|Writing off of fixed assets ||0.00 ||127.57 |
|Balance available for appropriation ||-2168.53 ||-2079.87 |
|Proposed Dividend on Equity Shares ||0.00 ||0.00 |
|Tax on proposed Dividend ||0.00 ||0.00 |
|Transfer to General Reserve ||0.00 ||0.00 |
|Surplus carried to Balance Sheet ||-2168.53 ||-2079.87 |
1. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR
Translocation to the new site has been completed except for a few minor services whichwould be done as we take up those product lines. Initially we have started with SingleSided FR4 PCBs and added a new SS PCB category of Metal Core PCBs to tap the rapidlygrowing segment of LED applications. Our long-term strategy is to reduce our dependence onPSPTH PCBs and be a significant player in the high-quality MCPCB sector. Automotive PCBsis another segment which has grown by leaps & bounds during the years we were dormantand battled on the revival front and we have started making forays in this segment too.Ramping up volumes with large OE buyers is a multiple stage process involving initialcontact vetting of our infrastructure sample orders for trial & testing (testingtakes 3 to 4 months minimum) visit to the plant by buyers release of medium volumeorders & on successful completion of medium lots the bulk orders commence. The wholecycle starting from initial approach can take anywhere from 6 to 9 months. Since allcustomer contacts are not initiated at the same time there is always something in thepipeline at their different stage-cycles hence volumes would commence picking up from thethird quarter of the current financial year.
2. DIVIDEND & RESERVES
In view of losses during the year under review no dividend pay-out is beingrecommended and accordingly no question of appropriation of reserves arise.
4. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report.
5. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information pertaining to conservation of energy and technology absorption asrequired under Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is NIL as the process of trans-locating its factory ofthe Company from 12.6 km Barabanki Road Chinhat Lucknow to Near Railway CrossingSafedabad Lucknow Barabanki Road Safedabad Barabanki is still not 100% completed..
There was no foreign exchange inflow. However the Company had an expenditure offoreign exchange equivalent to Rs. 10.40 lacs (previous year Rs. 10.33 lacs on account ofpurchase/advance for purchase of machinery/machinery parts and Rs. 8.10 lacs towardstravelling (previous year Rs. 6.17 lacs).
6. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICYOF THE COMPANY
The Company is in the initial phases of its rehabilitation and the current focus is toget the machines refurbished and running for the production to commence. Some balancingequipments have been imported and added to bring the capabilities to near current levelsso as to minimize the risk of obsolescence.
7. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATESOCIAL RESPONSIBILITY INITIATIVES
In view of losses the Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There was no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.
10. STATUTORY AUDITORS
M/s S.R. Gupta & Co. Chartered Accountants Kanpur were appointed as StatutoryAuditors for a block period of 03 years in the Annual General Meeting held on 30.09.2014Their continuance of appointment and payment of remuneration are to be confirmed andapproved in the ensuing Annual General Meeting. The Company has received a certificatefrom the above Auditors to the effect that if they are reappointed it would be inaccordance with the provisions of Section 141 of the Companies Act 2013.
11. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE
BY THE AUDITORS IN THEIR REPORTS
The points referred to by the Auditors in their report are self-explanatory and/arecovered in Note on Accounts especially Note No. n(i) to (iii) of the Notes on Accounts.
12. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under M/s. Divya Matah &Associates Practicing Company Secretaries Lucknow have been appointed SecretarialAuditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure tothis report. The report is self-explanatory and do not call for any further comments.
13. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES
Since the Company is still in the process of trans-locating its factory formal Policyrelating to appointment of Directors payment of Managerial remuneration Directorsqualifications positive attributes independence of Directors and other related matterswould be taken care of in due course of time as provided under Section 178(3) of theCompanies Act 2013.
14. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in Annexureattached to this Report.
15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR
The Company had 04 Board meetings during the financial year under review.
16. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:
(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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(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.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
The Company has neither accepted nor renewed any deposits during the year under review.
19. DIRECTORS & KEY MANAGERIAL PERSONNEL
During the period since last report there has been no change amongst directorships ofthe Company. Further Dr. Gautam Singh and Mr. Udayan Singh are persons who have beenlongest in the office since the last appointment of Directors and in terms of theprovision of the Companies Act as determined by lot the terms of their offices are liableto retire by rotation at the forthcoming Annual General Meeting. However they areeligible for their reappointment.
In view of losses no career cautious qualified person was available for being appointedas Chief Financial Officer and/or Company Secretary in spite of best efforts ofDirectors.
20. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoards report.
21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND
PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members: a. Mr. Ram Chandra Gaur Independent Director b. Mr. Udai Bhan Singh Independent Director c. Mr. Anil KumarSingh Managing Director
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of employees and the Company.
a. BUY BACK OF SECURITIES: The Company has not bought back any of its securitiesduring the year under review.
b. SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during theyear 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 OptionScheme to the employees.
23. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
24. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toBSE where the Companys Shares are listed.
25. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND
Your Company has already implemented the requirement of Regulation 27 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 i.e. Corporate Governance. Asrequired a Management Discussion and Analysis Report and Directors Report as well asAuditors Certificate on Corporate Governance are given alongwith this report.
26. INTERNAL AUDIT & CONTROLS
The Company has engaged M/s J.K. Sarawgi & Co. Chartered Accountants Kanpur asits Internal Auditor. During the year the Company continued to implement theirsuggestions and recommendations to improve the control environment. Their scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with theprocess incharge and suitable corrective actions taken as per the directions of AuditCommittee on an ongoing basis to improve efficiency in operations.
27. MANAGERIAL/EMPLOYEES REMUNERATION
A) Details of the ratio of the remuneration of each director to the medianemployees remuneration and other details as required pursuant to Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 cannot beworked out as the Company is still in the process of trans-locating its plant and theprocess of recruitment of staff has not yet completed. The skeletal staff with which theCompany is presently working are mainly on part time basis.
B) As required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the Company did not have any employee drawing aremuneration of Rs. 60.00 lacs p.a. if employed throughout the year or Rs.5.00 lacs p.m.if employed for a part of the said year under review.
Moreover there was no employee employed throughout the financial year or partthereof was in receipt of remuneration in that year which in the aggregate or as thecase may be at a rate which in the aggregate is in excess of that drawn by the managingdirector or whole-time director or manager and holds by himself or along with his spouseand dependent children not less than two percent of the equity shares of the company.
C) None of the Managing Director or Whole-time Director of the Company was in receiptof any commission from the Company.
Moreover as the Company did not have any holding or subsidiary Company the questionof receiving commission by them from such Company also does not arise.
28. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
As required under The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company has adopted a policy for prevention of SexualHarassment of Women at workplace and has set up a Committee for implementation of saidpolicy. During the year Company has not received any complaint of harassment.
29. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companys activities during the year under review. Your Directors alsoacknowledges gratefully the shareholders for their support and confidence reposed on yourCompany.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
|Anil Kumar Singh ||U.B. Singh |
|Managing Director ||Director |
|(DIN: 00225518) ||(DIN: 06650869) |