Linear Industries Ltd.
|BSE: 524103||Sector: Financials|
|NSE: N.A.||ISIN Code: INE808D01012|
|BSE 13:15 | 08 Feb||Linear Industries Ltd|
|NSE 05:30 | 01 Jan||Linear Industries Ltd|
|BSE: 524103||Sector: Financials|
|NSE: N.A.||ISIN Code: INE808D01012|
|BSE 13:15 | 08 Feb||Linear Industries Ltd|
|NSE 05:30 | 01 Jan||Linear Industries Ltd|
1) FINANCIAL RESULTS
The Companys financial performance for the year ended March 31 2016 issummarised below:
In view of in-adequacy of distributable profit and present requirement for the workingcapital funds the directors do not recommend any dividend for the year.
3) TRANSFER TO RESERVES
The Directors do not propose to transfer any amount to the reserves.
4) DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: (a) in the preparation of the annualaccounts the applicable accounting standards have been followed and there are no materialdepartures; (b) the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2016 andof the loss of the Company for the year ended on that date; (c ) the Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; (d) theDirectors have prepared the annual accounts on a going concern basis; (e) the have laiddown internal financial controls to be followed by the Company and such internal financialcontrols are adequate and operating effectively and (f) the Directors have devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Companys internal financial controls were adequate and effective during thefinancial year 2015-16.
5) NUMBER OF MEETINGS OF THE BOARD
During the Financial year ended March 31 2016 Six Meetings of the Board of Directorswere held on 09-05-2015 30-05-2015 28-07-2015 28-10-2015 28-01-2016 and 29-03-2016.
6) DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 149 of the Act which came into effect from April1 2014 Mr. Jaswant Kumar Gupta was appointed second Addtional IndependentDirector at Board Meeting Held on March 29 2016.
Mr. Aditya Ashok Shah retires by rotation and being eligible has offered himself forre-appointment. During the year the non-executive directors of the Company had nopecuniary relationship or transactions with the Company.
Mr. Ashok Shah resigned from the post of Managing Director and Mr. Shashank Ashok Shahwas appointed the Managing Director of the Company for a period of five years with effectfrom 29th March 2016 subject to the approval of the members.
Mr. Aditya Shah has been appointed as Chief Financial Officer (CFO) of the Companyw.e.f 29th March 2016 and Mrs. Garjana Rathore was regularised as Independent Directorsfor a period of five years by the shareholders at the Annual General Meeting held on 26thSeptember 2015.
7) BOARD INDEPENDENCE
Based on the confirmation / disclosure received from the Directors and on evalution ofthe relationships disclosed Mr. Jaswant Kumar Gupta and Mrs. Garjana Rathore NonExecutive Director is Independent in Terms of Section 149 (6) of the Companies Act 2013.
The Company has received a declaration from the Independent Directors the they meet thecriteria of Independence as provided in sub-section (6) of section 149 of the CompaniesAct 2013 The Appointment of Mr. Jaswant Kumar Gupta as an Independent Director isproposed and included in the Notice of Annual General Meeting.
During the Financial year ended March 31 2016 one Meeting of the Independent DirectorMeeting was held on 29.03.2016 .
8) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The internal financial control systems with reference to financial statements arecommensurate with the size and nature of operations of the company. These have beendesigned to provide reasonable assurance with regrad to recording and providing reliablefinancial and operational information complying with applicable statues safeguardingassets from unauthorized use executing transactions with propoer authorization.
The Company has appointed M/S. Amit Jalan & Associates as an Internal Auditor forthe financial year 2016-17. The Scope and authority of the Internal Auditor as per theterm of the referance approved by the Audit Committee. To maintain its objectivity andindependence the Audit Committee. To Maintain its objectivity and independence theInternal Auditor report to the Chairman of the Audit Committee of the Board & to theChairman & Managing Director.
The Internal Auditor monitors and evaluates the efficency and adequacy of the internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company.
Based on the report of Internal Auditor process owners undertake corretive action intheir respective areas and thereby strengthen the controls. Significant audit observationsand recommendations along with corrective actions thereon are presented to the AuditCommittees of the Board.
9) RISK MANAGEMENT
The Board of the Company has formed a risk management policy to frame implement andmonitor the risk management plan for the Company. The Board of Directors are responsiblefor reviewing the risk management plan and ensuring its effectiveness. Major risksidentified by the businesses and functions are systematically addressed through mitigatingactions on a continuing basis.
In the opinion of Board the rising costs and changing government policies andregulations are the key risk factors that may threaten the existence of the company.
10) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITON SINCE THE END OFFINANCIAL YEAR
There have been no material changes and commitments affecting the financial position ofthe Company since the end of the financial year
11) PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The particulars of investments have been disclosed in the financial statements.Thereare no loans and guarantees given by the Company.
12) CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
There were no transactions with related parties which falls under the scope of Section188(1) of the Act. Information on transactions with related parties pursuant to Section134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Annexure I in Form AOC-2 and the same forms part of this report.
13) EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of Annual Return is given inAnnexure "II" in the prescribed Form MGT-9 which forms part of this report.
14) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOCONSERVATION OF ENERGY: a) Conservation of Energy:
Your Company continues to work on reducing carbon footprint in all its areas ofoperations through initiatives like (a) green infrastructure(b) green IT (data centerslaptops and servers etc (c) operational energy efficiency.
Power and Fuel Consumption
b) Technology absorption adaption and innovation:
The Companys operations do not require significant import absoption andinnovation of technology. c) Research and Development (R&D): Specific areas in whichR&D was carried out by the Company The Companys operations do not incvolvesignificant expenditire on Research and Development activities and thus no comments arerequired for the same. d) Expenditure on R&D
The Companys operations do not incvolve significant expenditure on Research andDevelopment activities.
e) Foreign exchange earnings and outgo
15) STATEMENT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURES.
The Company does not have any Subsidiary Associate and Joint Ventures.
16) OTHER MATTERS AS PER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES 2014 a) Duringthe financial year there was no change in nature of Business of the Company b) During thefinancial year the Company has not accepted any deposits not renewed any deposit or madeany default in repayment of any deposits.
c) The Companys securities which are suspended for trading w.e.f. 04.03.2015 havebeen revoked w.e.f 01.12.2015.
d) During the financial year following Companies became / ceased to be CompanysSubsidiaries Joint Ventures or Associate Companies:
17) BOARD EVALUATION
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
18) POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
In terms of Section 178 of the Companies Act 2013 the policy on Nomination andRemuneration of Directors Key Managerial Personnel (KMP) Senior Management and otheremployees of the company has been formulated by the Nomination and Remuneration Committeeof the Company and approved by the Board of Directors. This policy acts as a guidline fordetermining inter-alia qualifications positive attributes and independance of aDirectors matter relating to the remunerations appointment removal and evalution ofperformance of the Directors Key Managerial Personnel Senior Management and otheremployees.
The Company does not pay any remuneration to the Directors. Further no sitting fees arepaid to Non Executive Directors.
19) VIGIL MECHANISM
The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of theAct.
20) AUDIT COMMITTEE
a) The re-constituted Audit Committee Consists of Following Members as at 31st March2016
b) During the Financial year ended March 31 2016 Four Meetings of the Audit Committeewere held on 30-05-2015 28-07-2015 28-10-2015 and 28-01-2016.
21) NOMINATION AND REMUNERATION COMMITTEE a) The re-constituted Nomination andRemuneration Committee Consists of Following Members as at 31st March 2016
b) During the Financial year ended March 31 2016 one Meeting of the Nomination andRemuneration Committee Meeting was held on 29.03.2016.
The committee reviews and approves the remuneration of Manegerial Personnel and theterms and conditions of appointment and in accordance with the provisions of CompaniesAct 2013. The Committee reviews following matters:
Recommend to the board the set up and composition of the board and its committees.
Including the formulation of the criteria for determining qualifications positiveattributes and independence of a director". The committee will consider periodicallyreviewing the composition of the board with the objective of achieving an optimum balanceof size skills independence knowledge age gender and experience.
Recommend to the board the appointment or reappointment of directors.
Devise a policy on board diversity.
Recommend to the board appointment of key managerial personnel ("KMP" asdefined by the Act) and executive team members of the Company (as defined by thiscommittee).
` Carry out evaluation of every directors performance and support the board andindependent directors in evaluation of the performance of the board its committees andindividual directors.
This shall include "formulation of criteria for evaluation of independentdirectors and the board".
Recommend to the board the remuneration policy for directors executive team or keymanagerial personnel as well as the rest of the employees.
On an annual basis recommend to the board the remuneration payable to the directorsand oversee the remuneration to executive team or key managerial personnel of the Company.
Oversee familiarisation programmes for directors.
Oversee the human resource philosophy human resource and people strategy and humanresource practices including those for leadership development rewards and recognitiontalent management and succession planning (specifically for the board key managerialpersonnel and executive team).
Provide guidelines for remuneration of directors on material subsidiaries.
Recommend to the board on voting pattern for appointment and remuneration of directorson the boards of its material subsidiary companies.
Performing such other duties and responsibilities as may be consistent with theprovisions of the committee charter.
22) STAKEHOLDER RELATIONSHIP COMMITTEE a) The re-constituted StakeholderRelationship Committee Consists of Following Members as at 31st March 2016
b) During the Financial year ended March 31 2016 one Meeting of the StakeholderRelationship Committee Meeting was held on 29.03.2016 The committee has the followingroles and responsibilities:
1) Resolve the grievances of security holders.
2) Monitors and reviews the performance and service standards of the Registrar andShare Transfer Agents of the Company
3) Provides continuous guidance to improve the service levels for investors.
23) AUDITORS AND THEIR REPORT a) Statutory Auditors
M/s. Jain Bafna and Co Chartered Accountants who are the statutory auditors of theCompany hold office until the conclusion of the AGM to be held in 2017 and are eligiblefor re-appointment. Members of the Company at the AGM held on September 25 2014 hadapproved the appointment of M/s. Jain Bafna and Co. as the Statutory Auditors for a periodof three financial years i.e. up to 31 March 2017. As required by the provisions of theCompanies Act 2013 their appointment should be ratified by members each year at the AGM.
The Report of Statutory Auditors do not contain any qualificaitons or obervations.
b) Secretarial Auditors
Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Boards report a Secretarial Audit Report given by a CompanySecretary in practice in the prescribed form.
The Board of Directors appointed Mr. Shivhari Jalan Whole time Practicing CompanySecretaries as Secretarial Auditor to conduct Secretarial Audit of the Company forFinancial Year 2015-16 and their report is annexed to this Board report AnnexureIV.
The Obervations given by Secretarial Auditor in his Secretarial Audit Report are selfexplanatory and do not call for further explanations.
24) DISCLOSURE REQUIREMENTS
Management Discussion and analysis report as per Regulation 34 of the SEBI ListingRegulations is annexed to this Board Report Annexure V.
25) PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) & rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are in Annexure III
26) FOLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THE FINANCIAL YEAR ENDEDMARCH 31 2016 AND THUS NO COMMENTS ARE REQUIRED BY THE BOARD OF DIRECTORS ON THE SAME:
Details of Voting Rights not excercised by the employees u/s 67(3)(c) of Companies Act2013 r.w. Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014..
Disclosure about issue of equity shares with Differential Rights as per Rule 4(4) ofCompanies
(Share Capital and Debentures) Rules 2014.
CSR Policy U/s 135 of Companies Act 2013.
The directors thank the Companys employees customers vendors investors andacademic institutions for their continuous support.