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Link Pharma Chem Ltd.

BSE: 524748 Sector: Industrials
NSE: N.A. ISIN Code: INE302F01011
BSE LIVE 13:37 | 17 Aug 11.97 0.57
(5.00%)
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11.97

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 11.97
PREVIOUS CLOSE 11.40
VOLUME 1
52-Week high 17.10
52-Week low 9.31
P/E 18.42
Mkt Cap.(Rs cr) 5
Buy Price 11.97
Buy Qty 1599.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.97
CLOSE 11.40
VOLUME 1
52-Week high 17.10
52-Week low 9.31
P/E 18.42
Mkt Cap.(Rs cr) 5
Buy Price 11.97
Buy Qty 1599.00
Sell Price 0.00
Sell Qty 0.00

Link Pharma Chem Ltd. (LINKPHARMACHEM) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 31st Annual Report together with AuditedFinancial Statements for the year ended March 312016.

FINANCIAL HIGHLIGHTS:

The performance during the period ended 31st March 2016 has been as under:

(Rs. in Lacs)
PARTICULARS FOR THE YEAR ENDED 31.03.2016 FOR THE YEAR ENDED 31.03.2015
SALES 1335.83 1905.91
OTHER INCOME 274.15 21.40
PROFIT/ (LOSS) BEFORE INTEREST DEPRECIATION AND TAX 258.19 (57.11)
INTEREST 90.91 117.24
DEPRECIATION 93.31 112.93
PROVISION FOR TAXATION (DEFEERED & CURRENT TAX) PROFIT/ (LOSS) 14.75 (93.98)
AFTER TAXATION 59.22 (219.56)

OPERATING RESULTS:

During the year under review the turnover of your Company has decreased to Rs. 1335.83lacs from Rs. 1905.91 lacs of the previous year. Your Company has made profit of Rs. 59.22lacs against loss of Rs.219.56 lacs of the previous year.

DIVIDEND:

In view of meagre profit earned for the year under review your Directors do notrecommend any dividend.

FUTURE OUTLOOK:

The market of main product of the Company has decreased substantially. Your Companyplans to develop new line of intermediate products while continuing tall manufacturingactivities.

CORPORATE GOVERNANCE:

Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 in connection with Corporate Governance are not applicable to the Company since thepaid-up capital of the Company is less than Rs. 10 Crore and Net Worth of the Company isbelow Rs. 25 Crore.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 toBSE where the Company's Shares are listed.

EXTRACTOF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure "A".

NUMBER OF BOARD MEETINGS HELD:

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year eight Board Meetings were convened and held. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.

DIRECTORS'RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013.

(a) that in the preparation of the annual accounts for the year ended March 31 2016the applicable accounting standards have been followed along with proper explanationrelating to material departures; if any;

(b) that the directors had selected such accounting policies and applied themconsistently 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 atMarch 312016 and of the profit of the Company for the year ended on that date;

(c) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) that the directors had prepared the annual accounts on a going concern basis;

(e) that the directors in the case of a listed Company had laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively; and

(f) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

INDEPENDENT DIRECTORS DECLARATION:

The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfil all the conditions specified in the Companies Act 2013 making them eligible to actas Independent Directors.

EVALUATION OF THE BOARD'S PERFORMANCE:

In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. Transactions with relatedparties entered by the Company in the normal course of business are periodically placedbefore the Audit Committee for its omnibus approval and the particulars of contractsentered during the year as per Form AOC-2 is

enclosed as Annexure "B".

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

Information required under Section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies Accounts) Rules 2014 is given in the Annexure "C" to thisreport.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.

DIRECTORS:

As per the provisions of the Companies Act 2013 Shri B V Retarekar will retire byrotation at the ensuing AGM and being eligible offered himself for re-appointment. TheBoard recommends his reappointment.

STATUTORY AUDITORS:

The Company's Auditors M/s. Khedkar & Co. Chartered Accountants Vadodara havealready been appointed for a term of three years subject to ratification by shareholdersat every Annual General Meeting. They have confirmed their eligibility under Section 141of the Companies Act 2013 and the Rules framed there under for reappointment as Auditorsof the Company. As required under SEBI (LODR) Regulations 2015 the auditors have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

There are no qualifications or reservation or remarks made by the Auditors in theirReport.

SECRETARIALAUDIT:

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. VijayBhatt & Co. Company Secretaries. The Secretarial Auditors Report is attached asAnnexure 'E'. There are no qualifications or observations or remarks made by theSecretarial Auditor in their Report.

SUBSIDIARIES:

Your Company does not have any subsidiary/subsidiaries within the meaning of theCompanies Act 2013.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall within the purview of Section 135 of the Companies Act2013.

DEPOSITS:

The Company has not accepted any fixed deposits and accordingly no amount wasoutstanding as on the date of the Balance Sheet.

DISCLOSURE UNDER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

Disclosures required under Section 197 of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment & Remuneration) Rules 2014 have been annexed as Annexure"D".

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

The Company has safe and healthy work environment that enables its employees to workwithout fear prejudices gender bias and Sexual harassment and also set up guideline inline with the requirement of The Sexual Harassment of Women at workplace (PreventionProhibition & Redressal) Act 2013.

During the financial year 2015-16 no complaint was received underthe policy.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Company's employees at all levels.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF
LINK PHARMA CHEM LTD.
PLACE: VADODARA B. V. RETAREKAR
DATE: 30.05.2016 CHAIRMAN

Annexure "B" to the Board's Report Form AOC-2

(Pursuant to clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in Sub Section (1) of Section 188 of theCompanies Act 2013 including certain arm's length transaction under third proviso isgiven below:

1. Details of contracts or arrangements or transactions not at Arm's length basis: NotApplicable

2. Details of contracts or arrangements or transactions at Arm's length basis:

(Rs. In Lacs
Sr. No. Name of Related Party Nature of Contracts/arrange ment/transactions Duration of the contracts/arrang ement/ transaction Terms of Contracts Value of Contracts Dates of approved by the Board
01. Pharma Inter Chemie Sale of Raw Materials Quarterly Prevailing Market Price Rs. 87.68 30.07.2015
Rs. 65.83 31.10.2015
Rs. 68.69 20.01.2016
Rs. 148.03 31.03.2016
02. Chloro Chem of India Sale of Raw Materials Quarterly Prevailing Market Price Rs. 1.61 30.07.2015
03. Pharma Inter Chemie Purchase of Raw Materials Quarterly Prevailing Market Price Rs. 36.14 30.07.2015
Rs. 15.93 31.10.2015
Rs. 35.47 31.03.2016
04. Chloro Chem of India Purchase of Raw Materials Quarterly Prevailing Market Price Rs. 15.32 30.07.2015

Annexure "C" to the Board's Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

[Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014]

(A) Conservation of Energy:

(I) the steps taken or Impact on conservation of energy;

• The company has proposed the condensation recovery system for the boiler sothat water consumption will reduce & also fuel consumption will reduce.

• All vessels and pipeline are properly insulated to get energy conservation.

• Annual energy audit is being carried out by the Company

• The Company has started use of bio coal in boiler which is environment friendly.

(i) the steps taken by the company for utilizing alternate sources of energy;

• Yet not planned so far.

(ii) the capital investment on energy conservation equipments;

Nil

(B) Technology absorption:

1. The efforts made towards technology absorption Specific areas in which in house R & D activities carried out by the company. Efforts have been made to improve the quality of existing products & certain new Products are under development.
2. The benefit derived like product improvement cost reduction product development import substitution Quality has been improved of existing products to achieve more customer satisfaction.
3. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year) Not Applicable
4. The expenditure incurred in research & development. Nil

(C) Foreign exchange earnings and Outgo:

1. Foreign Exchange Earned Nil
2. Foreign Exchange Outgo Rs. 10959064

Annexure "D" to the Board's Report

Disclosure under Rule 5 of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014.

1. Ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2015-16:

Sr. No. Name of Director Ratio
01. Mr. S G Thakur 22.77:1
02. Mr. BVRetarekar 22.77:1

2. The Percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2015-16 compared to 2014-15:

Sr. No. Name of Director and CFO % of increase
01. Mr. S G Thakur- Managing Director NA
02. Mr. B V Retarekar- Chairman NA
03. Mr. Ravindra Bedekar-Chief Financial Officer NA
04. Mr. Bhushan Joshi - Company Secratary NA

3. The percentage increase in the median remuneration of employees in the financialyear 2015-16 compared to 2014-15 :NA

4.

31.03.2016 31.03.2015
The number of permanent employees on the roll of the Company: 95 100

5. Comparison of the remuneration of the key Managerial Personnels against theperformance of the Company for financial year 2015-16 as compared to 2014-15:

Remuneration of Key Managerial Personnel NA
Performance of the Company 26.97

 

6.
Variation in 31.03.2016 31.03.2015
Market Capitalization Rs. 5.06 Crore Rs. 4.40 Crore
Price Earning Ratio 7.44 4.96
Percentage Increase/decrease of market quotations 1.15 133.74%
Net worth of the Company Rs. 8.96 Crore Rs. 8.36 Crore

7. Average percentile increase in salaries of employees other than managerialpersonnel: NA

8. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company:

Sr. No. Name of Key Managerial Personnel Performance 15-16 V/s. 14-15 (%) Performance 15-16 V/S 14-15 (PBT) (%)
01. Mr. S G Thakur NA 25.75
02. Mr. B V Retarekar NA 25.75
03. Ravindra Bedekar NA NA
04. Mr. Bhushan Joshi NA NA

9. Ratio of the remuneration of the highest paid Director to that of the employees whoare not Directors but receive remuneration in excess the highest paid Directorduring theyear: NA

10. The Board of Directors of the Company affirms that the remuneration is as per theremuneration policy of the Company.

Annexure "E" to the Board's Report

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

Link Pharma Chem Limited 162 GIDC Estate

Nandesari

Dist. Vadodara

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Link Pharma Chem Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon. Based on our verification of the. Link Pharma ChemLimited's books papers minute books forms and returns filed and other recordsmaintained by the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial audit we herebyreport that in our opinion the company has during the audit period covering thefinancial year ended on 31st March 2016 complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance- mechanismin place to the extent in the manner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Link Pharma Chem Limited ("the Company") for the financialyear ended on 31st March 2016 according to the provisions of:

(1) The Companies Act 2013 (the Act) and the rules made thereunder;

(2) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

(3) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment andExternal Commercial Borrowings;

(5) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBIAct'):-

(A) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(B) The Securities and Exchange Board of India (Prohibition of InsiderTrading)Regulations 1992;

(C) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during the Audit Period)

(D) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the Company duringthe Audit Period)

(E) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the Audit Period)

(F) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(G) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable to the Company during the Audit Period); and

(H) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during the Audit Period)

6. Further as per the management representation letter considering its productsprocess and location following Acts are separately applicable to the Company:

(a) Environmental Protection Act 1986

(b) The Trade Marks Act 1999

(c) Explosives Act 1884

(d) Water (Prevention & Control of Pollution) Act 1974

(e) The Air (Prevention & Control of Pollution) Act 1981

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement entered into by the Company with the Bombay Stock ExchangeLtd. and the Securities & Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015;

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

We further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the yearunder review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

ForVijayBhatt&Co.
Company Secretaries
Place: Vadodara
Date: 28.05.2016 VijayJBhatt
Proprietor
FCS: 4900
CP: 2265

Note: This report is to be read with 'Annexure I' attached herewith and forms anintegral part of this report.

ANNEXUREI

To

The Members

Link Pharma Chem Limited

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on random test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For Vijay Bhatt & Co.
Company Secretaries
Place: Vadodara
Date: 28.05.2016
Vijay J Bhatt
Proprietor
FCS: 4900
CP: 2265

CEO CERTIFICATION

This is to certify that the Company has laid down the rules for code of conduct for themembers of the Board and Senior Management as per regulation 26 of SEBI (LODR)Regulations 2015.

I hereby further certify that the Company has obtained certificate for compliance ofrules of code of conduct from the Board Members and Senior Management personnel for thefinancial year ended on March 312016.

FOR LINK PHARMACHEM LIMITED

SGTHAKUR

MANAGING DIRECTOR

Place: Vadodara

Date: 30.05.2016