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Indian Link Chain Manufacturers Ltd.

BSE: 504746 Sector: Others
NSE: N.A. ISIN Code: INE359D01016
BSE 00:00 | 06 Sep Indian Link Chain Manufacturers Ltd
NSE 05:30 | 01 Jan Indian Link Chain Manufacturers Ltd
OPEN 455.00
PREVIOUS CLOSE 455.00
VOLUME 10
52-Week high 474.60
52-Week low 317.85
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 455.00
CLOSE 455.00
VOLUME 10
52-Week high 474.60
52-Week low 317.85
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indian Link Chain Manufacturers Ltd. (INDIANLINKCH) - Director Report

Company director report

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2020 issummarised below:

Particulars 2019-20 (Amt in INR) 2018-19 (Amt in INR)
Revenue from Operations 7825876 4193111
Other Income 3597572 1161589
Depreciation 119734 592635
Total Expenses 14995453 8136388
Profit before Tax and before Exceptional items (3572005) (2781688)
Exceptional items - 11616998
Profit before Tax (3572005) 8833340
Tax Expense:
Current Tax - 12809116
Deferred Tax - (8763997)
Profit after Tax (3572005) 4788221

2. DIVIDEND

In view of losses during the financial year the directors do not recommend anydividend for the year.

3. TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount toreserves for the year under review.

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 annual accounts the applicable accounting standards havebeen followed and there are no material departures;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2020 and of the loss ofthe Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. the Directors have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

5. NUMBER OF MEETINGS OF THE BOARD

During the Financial year ended March 31 2020 Six Meetings of the Board of Directorswere held on 30-05-2019 28-06-2019 30-07-2019 12-08-2019 05-11-2019 and 14-02-2020.

Number of meetings during the financial year 2019-20

Name of Director Entitled to Attend Attended
1 Mr. Pravin Kumar Nevatia 6 6
2 Mrs. Vandana Sudhir Nevatia 6 6
3 Mr. Sudhir Hariprasad Nevatia 6 6
4 Mr. Nagesh Tiwari 6 6
5 Mr. Balkrishna Jhujhunwala 6 6
6 Mr. Harsh Hariprasad Nevatia 6 6

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year following persons were appointed/ ceased to be directors and/or KeyManagerial Personnel of the Company:

1. Mrs. Trisha Tahalramani ceased to be as a Company Secretary w.e.f 06.05.2019

2. Ms. Anjali Bamboria was appointed as a Company Secretary w.e.f 28.06.2019.

3. Mr. Pravin Kumar Nevatia was redesignated as Non-Executive Director and Chairman ofthe Companyt w.e.f 14.02.2020 the same is recommended for approval of shareholders at theensuing AGM.

Mr. Sudhir Nevatia Director liable to retire by rotation and being eligible offershimself for re-appointment.

7. BOARD INDEPENDENCE

Based on the confirmation/ disclosure received from the Directors and on evalution ofthe relationships disclosed Mr. Nagesh Tiwari and Mr. Balkrishna Jhujhunwala 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 that they meetthe criteria of Independence as provided in sub-section (6) of section 149 of theCompanies Act 2013.

During the Financial year ended March 31 2020 one Meeting of the Independent DirectorMeeting was held on 14.02.2020 in which both the Independent Directors were present.

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 regard to recording and providing reliablefinancial and operational information complying with applicable statutes safeguardingassets from unauthorized use executing transactions with proper authorization.

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 OF

FINANCIAL 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

There are no investment made loans given and guarantees provided by the Company.

12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. These transactions with Related parties during the financial year 2019-20 were notmaterial within the meaning and scope of Section 188 of Companies Act 2013. Materialityw.r.t Transactions with Related Parties: The Transactions with Related Parties if any areidentified as material based on policy of materiality defined by Board of Directors. Anytransaction which is likely to exceed/ exceeds 10% of previous year's Turnover of theCompany during the current financial year is considered as Material by the Board ofDirectors. Thus the information pursuant to Section 134(3)(h) of the Act read with Rule8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is not applicable to theCompany.

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

OUTGO OF FOREIGN EXCHANGE:

Disclosure pertaining to Conservation of energy technology absorption are notapplicable to your company during the year under review.

There was no foreign exchange inflow or outflow during the year under review

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. During the financial year there was no change in nature of Business of the Company.

b. During the financial year the Company has not accepted any deposits not renewed anydeposit or made any default in repayment of any deposits.

c. During the financial year following Companies became/ ceased to be Company'sSubsidiaries Joint Ventures or Associate Companies:

Companies which have become Subsidiaries Joint Ventures or Associate Companies during the financial year 2019-20:
1 Nil
Companies which have ceased to be Subsidiaries Joint Ventures or Associate Companies during the financial year 2019-20:
1 Nil

17 BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board after seeking inputs fromall the directors on the basis of the criteria such as the Board composition andstructure effectiveness 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 has paid remuneration to the Managing Directors. Further no sitting feesare paid to any 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

The Audit Committee consists of following members as at 31st March 2020

Name Chairman/Member Category
1 Mrs. Vandana Sudhir Nevatia Member Non Executive Director
2 Mr. Balkrishna Jhunjhunwala Chairman Independent Director
3 Mr. Nagesh Tiwari Member Independent Director

During the Financial year ended March 31 2020 Five Meetings of the Audit Committeewere held on 30-05-2019 30-07-2019 12-08-2019 05-11-2019 and 14-02-2020.

Number of meetings during the financial year 2019-20

Name of Director Category Entitled to Attend Attended
1 Mrs. Vandana Sudhir Nevatia Non Executive Director 5 5
2 Mr. Balkrishna Jhunjhunwala Independent Director 5 5
3 Mr. Nagesh Tiwari Independent Director 5 5

21. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of following members as at 31stMarch 2020.

Name Chairman/Member Category
1 Mrs. Vandana Sudhir Nevatia Member Non Executive Director
2 Mr. Balkrishna Jhunjhunwala Chairman Independent Director
3 Mr. Nagesh Tiwari Member Independent Director

During the Financial year ended March 31 2020 Three Meeting of the Nomination andRemuneration Committee Meeting were held on 30-05-2019 28-06-2019 and 14.02.2020.

Number of meetings during the financial year 2019-20

Name of Director Category Entitled to Attend Attended
1 Mrs. Vandana Sudhir Nevatia Non Executive Director 3 3
2 Mr. Balkrishna Jhunjhunwala Independent Director 3 3
3 Mr. Nagesh Tiwari Independent Director 3 3

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 director's 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 board of its material subsidiary companies.

22. STAKEHOLDER RELATIONSHIP COMMITTEE

The Committee consists of following members as at 31st March 2020.

Name Chairman/Member Category
1 Mrs. Vandana Sudhir Nevatia Member Non Executive Director
2 Mr. Balkrishna Jhunjhunwala Chairman Independent Director
3 Mr. Nagesh Tiwari Member Independent Director

During the Financial year ended March 31 2020 Four Meeting of the StakeholderRelationship Committee Meeting were held on 30-05-2019 12-08-2019 5-11-2019 and14-02-2020.

Number of meetings during the financial year 2019-20

Name of Director Category Entitled to Attend Attended
1 Mrs. Vandana Sudhir Nevatia Non Executive Director 4 4
2 Mr. Balkrishna Jhunjhunwala Independent Director 4 4
3 Mr. Nagesh Tiwari Independent Director 4 4

The committee has the following roles 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. Kanu Doshi and Associates LLP Chartered Accountants who are the statutoryauditors of the Company hold office until the conclusion of the AGM to be held in 2022and are eligible for re-appointment. Your directors are recommending M/s. Kanu Doshi andAssociates LLP Chartered Accountants (ICAI Firm Registration No. 104746W / W100096) as astatutory auditors of the company who shall hold from ensuing Annual General Meeting untilthe conclusion of the 64th Annual General Meeting.

Observation of Statutory Auditor:

The Company has not appointed Internal Auditor as required by Section 138 of theCompanies Act 2013 r.w. Rule 13 of the Companies (Accounts) Rule 2014.

Reply of Directors on Observation of Statutory Auditor:

Considering size and business of the Company it has not appointed Internal Auditor.

b. Secretarial Auditors

Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Board's report a Secretarial Audit Report given by a Company Secretary inpractice 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 2019-20 and their report is annexed to this Board report Annexure"I".

The Obervations given by Secretarial Auditor in his Secretarial Audit Report are selfexplanatory and do not call for further explanations.

Observation of Secretarial Auditor:

1. The company has not appointed Internal Auditor as required under section 138 ofCompanies Act 2013 r.w. Rule 13 of the Companies (Accounts) Rule 2014.

Reply of Directors on Observation of Secretarial Auditor:

Considering size and business of the Company it has not appointed Internal Auditor.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and analysis report as per Regulation 34 of the SEBI ListingRegulations is annexed to this Board Report Annexure 'IV'.

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. FOLLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THE FINANCIAL YEAR ENDEDMARCH 31 2020 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.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURT:

There in no significant and material order passed by the regulators or courts.

28. VIGIL MECHANISM

The Company has established a vigil mechanism and oversees through the Audit Committeethe genuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of Employees and Directors who expresstheir concerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of Company's employees and theCompany.

29. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSEL) ACT 2013.

The Company has in place a policy for prevention of Sexual Harassment at the Workplacein line with the requirements of Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013.

In terms of section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 we report that during 2019-20 no case has beenreported under the said act.

31. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors have complied with applicable Secretarial Standards as specifiedu/s 118 of the Companies Act 2013.

32. CORPORATE GOVERNANCE REPORT:

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) ofRegulation 46 and para C D and E of Schedule V of Listing Regulations shall not apply inrespect of paid up share capital of the company is not exceeding Rs. 10 Crores andNetworth is not exceeding Rs. 25 Crores as on the 31.03.2019. In view of the aboveseparate corporate governance report is not provided.

33. UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

As at March 31 2020 there is no unpaid/ unclaimed Dividend and the shares remained tobe transferred to the Investor Education & Protection Fund.

During the year under review the Company has received showcause notice no.17/1/2018/IEPFA/INSP1/206(4)/SCN/1F4NF/WR/MUM/10 dated 19-11-2019 from IEPF Authority MCAfor non-transfer of shares to IEPF. The Company has replied to showcause notice on30.12.2019 and the Company has started the procedure for transfer of shares to IEPF.

33. ACKNOWLEDGEMENT

The Board of Directors records its grateful thanks to all the stakeholders of theCompany for their continued support and co-operation.

.