Your Directors take pleasure in presenting the 32nd Annual Report together with AuditedFinancial Statements for the year ended March 312017.
The performance during the period ended 31st March 2017 has been as under:
(Rs. in Lacs)
|PARTICULARS 3 ||FOR THE YEAR ENDED 1.03.2017 ||FOR THE YEAR ENDED 31.03.2016 |
|SALES ||1780.97 ||1335.83 |
|OTHER INCOME ||7.29 ||274.15 |
|PROFIT/ (LOSS) BEFORE INTEREST DEPRECIATION AND TAX ||209.19 ||258.19 |
|INTEREST ||79.90 ||90.91 |
|DEPRECIATIO ||82.89 ||93.31 |
|PROVISION FOR TAXATION (DEFEERED & CURRENT TAX) ||17.32 ||14.75 |
|PROFIT AFTER TAXATION ||29.08 ||59.22 |
In view of meagre profit earned for the year under review your Directors do notrecommend any dividend.
A. Industry Structure and Developments:
The Company's main business was to manufacture organic intermediates which are used inpharmaceuticals agro and specialty chemical industries.
B. Opportunities and Threats:
Due to entry barrier of new producers the Company is better placed. However overdependence on fewer products is a matterof concern.
Your Company believes that it has a competitive edge in the market as the Companydelivers timely and quality products to its customers. The Company has long standingrelationship with many of its customers and vendors. The Company also believes that thereal strength of the Company lies with its employees and they are the assets of theCompany.
In spite of various restrictions as per environmental laws the Company hassuccessfully utilized the existing capacity in compliance with those laws.
Your Company is continuously working on strengthening the business. Your Company hasbeen successfully executing major orders from various customers and it has been enjoyingthe confidence of all customers with repeat orders. Your Company has embarked on improvingmargins in majority products by reducing the various costs. The results of theseinitiatives are expected to improve the overall profitability of the Company furtherduring the coming years.
E. Risks & Concerns:
Continuous upward trend in crude oil prices affecting raw material cost and strongerrupee are a matter of concern for the chemical exports.
F. Internal Control Systems and theirAdequacy:
The Company has an adequate system of internal control to ensure compliance withpolicies and procedures. The internal audit is done by an independent firm of CharteredAccountants. Internal audits are regularly carried out to review the internal controlsystems. The internal audit reports along with recommendations contained therein arereviewed by theAudit Committee of the Board.
G. Human Resources/Industrial Relations Fronts:
The Company had cordial relations with its employees and all problems were solvedacross the table in a very congenial atmosphere. Your Directors wish to place on recordtheir appreciation to all its employees for their sustained efforts and valuablecontribution.
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.
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the CompaniesAct 2013 is annexed asAnnexure -Aand forms an integralpart of this Report.
A calendar of Meetings is prepared and circulated in advance to the Directors. In theFinancial Year 20162017 the Board met six times. The Meetings were held on May 30 2016August 08 2016 September 29 2016 November 12 2016 February 09 2017 and March 312017. The interval between two Meetings was well within the maximum period mentioned underSection 173 of the CompaniesAct 2013 and Regulation 17(2) SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
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 CompaniesAct 2013.
(a) that in the preparation of the annual accounts for the year ended March 31 2017the 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 togive a true and fair view of the state of affairs of the Company as at March 312017 andof 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 CompaniesAct 2013 making them eligible to actas Independent Directors.
EVALUATION OF THE BOARD'S PERFORMANCE:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees The Board has carried out an annualperformance evaluation of its own performance the Directors individually as well asevaluation of the working of its Committees. The Board of Directors expressed theirsatisfaction with the evaluation process.
BOARD OF DIRECTORS:
The Company has a judicious Combination of Executive and Non-Executive Directors.As onMarch 31 2017 the Board comprised of 5 Directors out of which two are ExecutiveDirectors and three are Independent Directors. The Chairman of the Board is an ExecutiveDirector.
As per the applicable provisions of the Companies Act 2013 Shri S G Thakur retire byrotation and being eligible offers himself for reappointment.
Further since the tenure of appointment of Shri S G Thakur as a Managing Director ofthe Company is expiring on 30.06.2017 he has been re-appointed as a Managing Directorliable to retire by rotation for a further period of five years w.e.f. 01.07.2017 bythe Board of Directors at their meeting held on 30th May 2017 subject to approval of theshareholders. The tenure of appointment of Shri B V Retarekar as an Executive Chairman ofthe Company is expiring on 30.06.2017 he has been re-appointed as an Executive Chairmanliable to retire by rotation for a further period of five years w.e.f. 01.07.2017 bythe Board of Directors at their meeting held on 30th May 2017 subject to approval of theshareholders.
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 EXCHANGEEARNINGSAND 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.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethereunder the term of office of M/s. Khedkar & Co. as the StatutoryAuditors of theCompany will conclude from the close of ensuing Annual General Meeting of the Company. TheBoard of Directors places on record its appreciation to the services rendered by M/s.Khedkar & Co as the Statutory Auditors of the Company. Subject to the approval of theMembers the Board of Directors of the Company has recommended the appointment of M/s.Sanjay Soni & Associates Chartered Accountants (ICAI Firm Registration Number113251W) as the Statutory Auditors of the Company pursuant to Section 139 of the CompaniesAct 2013. Accordingly the Board recommends the resolution in relation to appointment ofStatutoryAuditors for the approval by the shareholders of the Company. There is no auditqualification for the year under review.
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 theSecretarialAuditor in their Report.
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 CompaniesAct 2013.
The Company has not accepted any fixed deposits and accordingly no amount wasoutstanding as on the date of the Balance Sheet.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
The Company has not given any loans or guarantees or made any investments as perSection 186 of the Companies Act 2013.
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 asAnnexure"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 2016-17 no complaint was received under the policy.
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels. Your Directors also wish to thank its customers suppliersinvestors and bankers for their continued support and faith reposed in the Company.
|PLACE: VADODARA ||FOR AND ON BEHALF OF THE |
|DATE : 30.05.2017 ||BOARD OF DIRECTORS OF |
| ||LINK PHARMA CHEM LTD. |
| ||B. V. RETAREKAR |
| ||CHAIRMAN |