Your Directors are pleased to present the fifty fifth Annual Report and theCompanys Audited Accounts for the financial year ended March 31 2016.
1. Financial Results
|Particulars ||2015-2016 ||2014-2015 |
|Sales & other Income ||1756143 ||1463354 |
|Expenditure ||6518402 ||6311769 |
|Profit/(Loss) before tax ||(4762259) ||(4848415) |
|Tax || || |
|For Current Year ||- ||288 |
|For Deferred Tax ||(167468) ||(129749) |
|Profit/(Loss) after tax ||(4594791) ||(4718954) |
To strengthen the financial position of the Company your Directors have notrecommended any dividend on equity shares for the year under review.
3. Transfer to Reserve
The Company has not transferred any amount to the Reserves during the year.
4. Management Discussion & Analysis Reports
The Management Discussion and Analysis Report has been separately furnished as anannexure to this Report as "Annexure A".
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
6. Particulars of Loans Guarantees or Investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statement.
7. Internal Control Systems and their Adequacy
The Company has an Internal Control System commensurate with the size scale andnature of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board & to theManaging Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the suggestions of internal auditfunction Management undertakes corrective action in their respective areas and therebystrengthens the controls.
8. Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo
Since your Company does not own manufacturing facility the particulars relating toconservation of energy and technology absorption stipulated as per Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 are notapplicable.
There were no foreign exchange earnings / outgo during the year.
9. Industrial Relations
During the year under review your Company enjoyed cordial relationship with employeesat all levels.
10. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Padmanabh Jajodia (DIN: 00086099) retires byrotation at the ensuing Annual General Meeting and offers himself for reappointment.
Pursuant to provision of Section 161(1) of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and all otherapplicable provision of the Companies Act Mrs. Avni Vishal Shroff was appointed asAdditional Independent Director on 31st October 2015. The Board now recommendsthe appointment of Mrs. Avni Vishal Shroff as an Independent Director under Section 149 ofthe Companies Act 2013 and uniform listing agreement in the ensuing Annual GeneralMeeting to hold office for a term of 5 (five) consecutive years with effect from the dateof 55th Annual General Meeting not liable to retire by rotation.
11. Declaration by an Independent Director(s)
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
12. Board Evaluation
Pursuant to the provisions of the Schedule IV clause VIII of the Companies Act 2013the Board has carried out an evaluation of its own performance as well as performance ofIndependent Directors.
13. Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company is in place and is posted on thewebsite of the Company.
14. Meetings of the Board
Six (6) meetings of the Board of Directors were held during the year on 12.05.201502.06.2015 27.07.2015 21.08.2015 31.10.2015 and 25.01.2016. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013.
A separate meeting of Independent Directors pursuant to Section 149 (7) read withSchedule VI of the Companies Act 2013 has been held on 25.01.2016 as per therequirements of the Companies Act 2013.
15. Directors Responsibility Statement As Required Under Section 134(3)(C) of theCompanies Act 2013
The Directors state that: -
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures;
b. The selected accounting policies were applied consistently and the judgments andestimates made by them are reasonable and prudent so as to give true and fair view of thestate of affairs of the Company as at 31st March 2016 and of the profit for theyear ended on that date;
c. The proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis.
e. The Directors had laid down internal financial controls to be followed by theCompany and that such internal controls are adequate and were operating effectively.
f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
16. Related Party Transactions
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. "see Annexure E".
17. Subsidiary Companies
The Company does not have any subsidiary Company.
18. Code of Conduct
The Code has been prepared and is posted on the website of the Company. The Companybelieves in "Zero Tolerance" against bribery corruption and unethical dealings/ behaviors of any form and the Board has laid down the directives to counter such acts.
19. Vigil Mechanism / Whistle Blower Policy
The WBP is in place and is posted on the website of the Company and deal with instanceof fraud and mismanagement if any.
20. Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The ComplianceOfficer is responsible for implementation of the Code.
The code of prevention of Insider Trading and fair disclosures is there on the websiteof the Company.
All Board Directors and the designated employees have confirmed compliance with theCode.
21. Auditors and Auditors Report
a) Statutory Auditor
Pursuant to Section 139(1) M/s. K. L. Singhee & Co. Chartered Accountants (FRNNo. 303121E) were appointed as statutory auditor of the Company in 53rd AnnualGeneral Meeting (AGM) for three consecutive AGM of the Company and they hold office untilthe conclusion of Annual General Meeting of the Company to be held in calendar year 2017.Necessary resolution for ratification of their appointment has been included in the Noticeconvening the ensuing Annual General Meeting.
The Qualification made by the Auditors in their Report dated 31st May 2016in the "Qualified opinion" are explained as under:
1. The Companys trade receivables aggregating to Rs. 2445169/- are old andunder litigation and the management is hopeful of arriving at a out of Court settlementwith debtor. Hence the same is not provided in the accounts.
2. In respect of the Investments in quoted equity shares a sum of Rs. 8044525/-which are not actively traded on stock exchange the management is confident that therealizable value of these investments is at least equivalent or more than the value atwhich they are stated in the balance sheet.
b) Secretarial Audit and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. ND & Associates Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure D" to this Report.
The Qualification made by the Auditor in their Report dated 31st May 2016 in the"Qualified opinion" is explained as under :
1. Presently the Companys Directors are looking after the affairs of rtheCompany. Since the Company does not have enough activities there is no need to appointany Key Managerial Personned.
c) Cost Auditor and Cost Audit Report
Cost Audit is not applicable to your Company.
22. Statement Pursuant to Listing Agreement
The Companys Equity shares are listed at Bombay Stock Exchange Limited. TheAnnual listing fee for the year 2015-16 has been paid.
23. Corporate Governance
Pursuant to Listing Agreement Corporate Governance is not applicable to Company;however the Company is committed to maintain the highest standards of CorporateGovernance as set out by SEBI as good corporate governance. The Report on composition ofCommittees and meeting of committees as stipulated under Clause 49 and Section 177 of theCompanies Act 2013 forms part of the Directors Report as an "Annexure B".
24. Particulars of Employees
The information required under Section 197 of the Companies Act 2013 read with Rule 5of the Companies (appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company are not applicable as no employee was in receipt ofremuneration exceeding the limits specified in the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 weather employed for the full year or part of theyear.
25. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".
26.Cash flow statement
The Cash flow statement for the year 2015-16 is part of Balance sheet.
27. Policy on Prevention of Sexual Harassment at Workplace
The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2015-2016 nocomplaints were received by the Company related to sexual harassment.
The Board of Directors wish to place on record their appreciation for the supportextended by the bankers business associates clients consultants auditors shareholdersof the Company for their continued co-operation and support.
The Board of Directors would also like to place on record their sincere appreciationfor the cooperation received from the Local Authorities BSE and all other statutoryand/or regulatory bodies.
| ||By Order of the Board of Directors |
| ||For Lynx Machinery And Commercials Limited |
|Place: Mumbai ||H. K. Jajodia |
|Dated: 31st May 2016 ||Director |
| ||(DIN: 00075508) |