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Link House Industries Ltd.

BSE: 512349 Sector: Infrastructure
NSE: N.A. ISIN Code: INE080C01028
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Link House Industries Ltd. (LINKHOUSEINDS) - Director Report

Company director report

To

The Members

LINKHOUSE INDUSTRIES LIMITED

NAGPUR

Your Directors are pleased to present 32nd Annual Report and the auditedfinancial statements for the financial year ended on 31st March 2017.

HIGHLIGHTS OF PERFORMANCE:

During the year under review the performance of your company was as under: (Rupeesin Lakhs)

Particulars Year ended 31st March 2017 Year ended 31st March 2016
Revenue from operations 224.15 516.84
Total Revenue 249.91 699.72
Profit/(Loss) before taxation 6.50 9.15
Less: Tax Expense ( Current tax) 2.00 2.82
Less: Deferred Tax for the year 0 0
Profit/(Loss) after tax 4.50 6.33
Earnings per share (EPS) 0.45 0.63

FINANCIAL RESULTS

The financial performance of the Company for the year ended on 31st March2017 is summarized below: RESULTS OF OPERATIONS:

During the year under review the revenue from operations was 224.15 Lakhs. The Companyhas earned total revenue of Rs. 249.91 Lakhs.

The Profit before Tax decreased to Rs. 6.50 lakhs as compared to Rs. 9.15 Lakhs in theprevious year.

The Profit after Tax has decreased to Rs. 4.50 Lakhs as compared to Rs. 6.33 Lakhs inprevious year and the EPS for the year was Rs. 0.45/share.

A detailed analysis of performance for the year has been included in the ManagementDiscussion and Analysis which forms part of the Annual Report.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and do not recommend any dividend for the year ended 31st March2017.

MATERIAL CHANGES AND COMMITMENTS:

During the year under review there are no material changes and commitments of thecompany.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review there is no change in the nature of business of thecompany.

DEPOSITS:

During the year under review the Company did not accepted any deposits from the publicwithin the ambit of section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:

Pursuant to Section 186 of the Companies Act 2013 the details of the Loans givenguarantees on securities provided and investments made are provided in the notes to thefinancial statement. (Please refer to Note 10 and Note 11 to the financial statement).

CORPORATE GOVERNANCE:

The Company has complied with the Corporate Governance requirements under the Act andas stipulated under SEBI (LODR) Regulations 2015. A separate section on detailed reporton the Corporate Governance practices followed by the Company under the SEBI (LODR)Regulations 2015 is part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS [MDA]:

Management Discussion and Analysis for the year under review as stipulated under SEBI(LODR) Regulation 2015 is presented in a separate section forming part of this AnnualReport.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered during the financial year were in theordinary course of business and on an arm's length basis. There were no materiallysignificant related party transactions entered into by the Company with PromotersDirectors Key Managerial Personnel or other persons which may have a potential conflictwith the interest of the Company. Form AOC - 2 is annexed with this report.

DIRECTORS:

I. RETIREMENT BY ROTATION:

In accordance with the provisions of section 152[6] of the Act and in terms of Articlesof Association of the Company Mr. Anil Nandkumar Harchandani (DIN: 01899831) will retireby rotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment. The Board recommends his reappointment.

II. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declarations of independence asrequired pursuant to the provisions of section 149(7) of the Act stating that they meetthe criteria of independence as provided in section 149[6].

III. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT:

As required under SEBI (LODR) Regulations particulars of the Directors retiring byrotation and seeking appointment / reappointment at the ensuing Annual General Meeting isannexed to the notice convening 32nd Annual General Meeting.

IV. BOARD EVALUATION:

Pursuant to the provisions of the Act and Rules made thereunder and as provided underSchedule IV of the Act and SEBI (LODR) Regulations the Board has carried out the annualperformance evaluation of itself the Directors individually as well as the evaluation ofits committees. The manner in which the evaluation was carried out is provided in theCorporate Governance Report which is part of this Annual Report.

V. REMUNERATION POLICY:

The Board has on the recommendations of Nomination and Remuneration Committee framed aPolicy on selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report whichis part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of section 134[3][c] of the Act your Directors state that:

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

ii. they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of financial year as on 31stMarch 2017 and of the profit of the company for that period

iii. proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for prevention and detection of fraud and other irregularities

iv. the annual financial statements are prepared on a going concern basis

v. proper internal financial controls are in place and that the financial controls areadequate and are operating effectively and

vi. proper systems to ensure compliance with the provisions of all applicable laws arein place and are adequate and operating effectively.

BOARD MEETINGS:

During the year under review 6 (Six) Board Meetings were convened and held thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013.

The details of constitution of the Board and it Committees are given in the CorporateGovernance Report.

AUDITORS:

I. STATUTORY AUDITORS:

The Statutory Auditors of the Company M/s. Sanjay S. Agarwal & Co. retire at theconclusion of this Annual General Meeting. The Audit Committee has recommended to theBoard of Directors the appointment of M/s. Harish Dodeja & Co. CharteredAccountants Nagpur (Registration no. 123696W) as Statutory Auditors of the Company tohold office till the conclusion of the 37th Annual General Meeting i.e. for aperiod of five consecutive years provided that the appointment of the Auditors shall beplaced for ratification at every Annual General Meeting. Accordingly the Board ofDirectors recommends to the Members the appointment of M/s. Harish Dodeja & Co.Chartered Accountants Nagpur (Registration no. 123696W) as Statutory Auditors of theCompany. In this regard the Company has received a certificate from the incoming Auditorsto the effect that if their appointment is approved it would be in accordance with theprovisions of Section 141 of the Companies Act 2013.

II. AUDITORS' REPORT:

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remarks.

III. SECRETARIAL AUDITORS AND THEIR REPORT:

The Board of Director of the company has appointed M/s. Siddharth Sipani &Associates Practicing Company Secretary to conduct Secretarial Audit for the FinancialYear ended 31st March 2017. The Secretarial Audit Report contained thefollowing adverse remarks:

 

1. The Company has not complied the provision with respect to Appointment of KeyManagerial Personnel.

2. The Company has suspended on Bombay Stock Exchange due to Penal Reasons.

3. The Company has not paid Listing fees of the Exchange.

The company is in process to complied the very soon.

BUSINESS RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

Discussion on risks and concerns are covered in the Management Discussion and AnalysisReport which forms part of this Annual Report.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has internal control systems commensurate with the size scale andcomplexity of its business operations. The scope and functions of internal auditor aredefined and reviewed by the Audit committee. The internal auditor reports to the Chairmanof the Audit Committee. Internal Auditors present their quarterly report to the AuditCommittee highlighting various observations system and procedure lapses

and corrective actions are taken. The internal auditor also assesses opportunities forimprovement of business processes systems and controls to provide recommendations whichcan add value to the organization and it also follows up on the implementation ofcorrective actions and processes. The Management Auditor also ensures the compliance ofthe observations of internal and statutory auditors and presents his report to the AuditCommittee.

VIGIL MECHANISM:

The Company has established vigil mechanism policy for Directors and employees toreport concerns about unethical behaviour actual or suspected fraud or violation ofCompany's Code of Conduct or Ethics Policy. Vigil Mechanism Policy is disclosed on thewebsite of the Company.

EXTRACT OF ANNUAL RETURN:

The relevant information in the prescribed Form MGT-9 pertaining to extract of AnnualReturn is annexed to this Report.

COMMITTEES:

The composition of the board committees of the company are as under:

1) AUDIT COMMITTEE:

Name Designation Position in Committee
1 Mr. Ashok Purohit Non-Executive- Independent Director Chairperson
2 Mr. Anil Admane Non-Executive- Independent Director Member
3 Mr. Nandkumar Harchandani Managing Director Member

2) NOMINATION & REMUNERATION COMMITTEE:

Name Designation Position in Committee
1 Mr. Ashok Purohit Non-Executive- Independent Director Chairperson
2 Mr. Anil Admane Non-Executive- Independent Director Member
3 Ms. Archana Admane Non-Executive- Independent Director Member

3) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Name Designation Position in Committee
1 Mr. Ashok Purohit Non-Executive- Independent Director Chairperson
2 Mrs. Archana Admane Non-Executive- Independent Director Member
3 Ms. Archana Wani Executive Director Member

4) MEETING OF INDEPENDENT DIRECTORS:

During the year one meeting of the Independent Directors was held on 30thMarch 2017 where the Independent Directors of the Company met without the presence ofthe Chairman and Managing Director or Executive Directors or other Non-IndependentDirectors or Key Managerial Personnel. The Meeting of Independent Directors was held inaccordance with the provisions of Schedule IV of the Companies Act 2013 and SEBI ListingRegulations.

PARTICULARS OF EMPLOYEES:

There is no employee drawing salary exceeding the limit prescribed under section 197 ofthe Act read with Rule 5[1] of The Companies [Appointment and Remuneration of ManagerialPersonnel] Rules 2014.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of energy technology absorption foreign exchange earningsand outgo as required to be disclosed under section 134[3][m] of the Act read with theCompanies [Accounts] Rules 2014 is provided as under:

 

A! CONSERVATION OF ENERGY:

The Company does not use any technology or energy for its existing business except forthe electricity used in offices and at the sites of the company which is not a significantpart of the construction cost hence it is not practicable to furnish the information inthis connection.

 

B] TECHNOLOGY ABSORPTION

Your Company is doing its business by ensuring optimum utilization of its availableresources. Your Company has not taken any research & development activity so far. Ithas been executing its projects by using modern techniques modern machineries and byensuring the optimum utilization of its technical professional and skilled manpower.

Technology Absorption items: Nil

 

C] FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not incurred any expenses or earnings in foreign currency during thefinancial year 201617.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

During the year ended 31st March 2017 there were no cases filed or reportedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant material orders passed by the Regulators or Courts or Tribunalwhich would impact the going concern status of the Company and its future operations.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section134 [3] of the Act and Rule 8 of The Companies [Accounts] Rules 2014to the extent the transactions took place on those items during the year.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.

Date: 02-09-2017 FOR AND ON BEHALF OF THE BOARD
Place: NAGPUR SD/-
NANDKUMAR K. HARCHANDANI ARCHANA WANI
(DIRECTOR) (DIRECTOR)