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Indian Link Chain Manufacturers Ltd.

BSE: 504746 Sector: Others
NSE: N.A. ISIN Code: INE359D01016
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NSE 05:30 | 01 Jan Indian Link Chain Manufacturers Ltd
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VOLUME 10
52-Week high 667.90
52-Week low 495.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 530.00
Buy Qty 5.00
Sell Price 600.00
Sell Qty 5.00
OPEN 503.50
CLOSE 503.50
VOLUME 10
52-Week high 667.90
52-Week low 495.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 530.00
Buy Qty 5.00
Sell Price 600.00
Sell Qty 5.00

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

Company director report

1. FINANCIAL RESULTS

The Company's financial performance forthe year ended March 312019 is summarised below:

Particulars2018-19 (Amt in INR)2017-18 (Amt in INR)
Revenue from Operations41931117017283
Other Income1161589694161
Depreciation592635757988
Total Expenses81383588908059
Profit before Tax and before Exceptional items(2783658)(1196615)
Exceptional items11616998-
Profit before Tax8833340(1196615)
Tax Expense:
Current Tax of earlier years12809116-
Deferred Tax(8763997)(1031613)
Profit after Tax4788221(165002)

2. DIVIDEND

In view of conservation of profit and present requirement for the working capital funds the directors do not recommend any dividend forthe year.

3. TRANSFER TO RESERVES

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

4. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to the best of their knowledge and ability confirm that:

a. in the preparation of the annual accounts the applicable accounting standards have been followed and there are no material departures;

b. the Directors have selected such accounting policies and applied them consistently 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 at March 312019 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 the Company and such internal financial controls are adequate and operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of 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 312019 Seven Meetings of the Board of Directors were held on 30-05- 2018 24-07-2018 14-08-2018 12-11-2018 03-01-2019 12-02-2019 and 15-03-2019.

Sr. No.Name of Director

Number of meetings during the financial year 2018-19

Entitled to AttendAttended
1Mr. Rajesh Poddar33
2Mr. Pravin Kumar Nevatia77
3Mr. Anil Kumar Bishwanath Thard33
4Mrs. Vandana Sudhir Nevatia77
5Mr. Sudhir Hariprasad Nevatia44
6Mr. Nagesh Tiwari55
7Mr. Balkrishna Jhujhunwala55
8Mr. Harsh Hariprasad Nevatia44

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

1. Mr. Nagesh Tlwarl and Mr. Balkrishna Jhujhunwala were appointed as Independent Director w.e.f 24.07.2018.

2. Mr Harsh Nevatia and Mr. Sudhir Nevatia were appointed as a Managing Director of the Company w.e.f.

14.08.2018.

3. Mr. Anil Thard and Mr. Rajesh Poddar resigned from the post of independent director w.e.f 14.08.2018.

4. Mr. Sudhir Nevatia was appointed as the Chief Financial Officer (CFO) of the Company w.e.f 12.11.2018.

5. Mrs. Trisha Tahalramani was appointed as a Company Secretary w.e.f 15.03.2019.

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

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

Mrs. Vandana Nevatia Director liable to retire by rotation and being eligible offers herself for re-appointment.

7. BOARD INDEPENDENCE

Based on the confirmation/ disclosure received from the Directors and on evalution of the relationships disclosed Mr. Nagesh Tiwari and Mr. Balkrishna Jhujhunwala Non Executive Director are independent in terms of Section 149 (6) of the Companies Act 2013.

The Company has received a declaration from the Independent Directors that they meet the criteria of Independence as provided in sub-section (6) of section 149 of the Companies Act 2013.

During the Financial year ended March 312019 one Meeting of the Independent Director Meeting was held on 12.02.2019 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 are commensurate with the size and nature of operations of the company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information complying with applicable statutes safeguarding assets 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 and monitor the risk management plan for the Company. The Board of Directors are responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

In the opinion of Board the rising costs and changing government policies and regulations 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 of the 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 financial year ended as on March 31 2019 with related parties as specified u/s 188 (1) of Companies Act 2013 were in the ordinary course of business and on an arm's length basis. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is given in Annexure-T which forms part of this report.

13. EXTRACTOF ANNUAL RETURN

As provided under Section 92(3) of the Act the extract of Annual Return is given in Annexure 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 not applicable 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 any deposit or made any default in repayment of any deposits.

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

Sr. No.Companies which have become Subsidiaries Joint Ventures or Associate Companies during the financial year 2018-19:
1Nil
Sr. No.Companies which have ceased to be Subsidiaries Joint Ventures or Associate Companies during the financial year 2018-19:
1Nil

17. BOARD EVALUATION

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

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc. In addition the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors performance of non-independent directors performance of the board as a whole and performance of the Chairman was evaluated taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors at which the performance of the Board its committees and individual 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 and Remuneration of Directors Key Managerial Personnel (KMP) Senior Management and other employees of the company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors. This policy acts as a guidline for determining inter-alia qualifications positive attributes and independance of a Directors matter relating to the remunerations appointment removal and evalution of performance of the Directors Key Managerial Personnel Senior Management and other employees.

The Company has paid remuneration to the Managing Directors. Further no sitting fees are paid to any Directors.

19. VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act.

20. AUDIT COMMITTEE

The Audit Committee consists of following members as at 31 st March 2019

Sr. No.NameChairman/MemberCategory
1Mrs. Vandana Sudhir NevadaMemberNon Executive Director
2Mr. Balkrishna JhunjhunwalaChairmanIndependent Director
3Mr. Nagesh TiwariIndependentIndependent Director

During the Financial year there has been change in composition of Audit Committee. Mr. Rajesh Poddar ceased to be member and chairman of Committee and Mr. Anil Kumar Thard ceased to be member of Committee w.e.f.14.08.2018. Mr. Balkrishna Jhunjhunwala appointed Chairman and member of committee and Mr. Nagesh Tiwari appointed member of committee w.e.f. 14.08.2018.

During the Financial year ended March 312019 Four Meetings of the Audit Committee were held on 30-05-2018 14-08-201812-11 -2018 and 12-02-2019.

Sr. No.Name of DirectorCategory

Number of meetings during the financial year 2018-19

Entitled to AttendAttended
1Mr. Rajesh PoddarIndependent / Chairman22
2Mr. Anil Kumar ThardIndependent22
3Mrs. Vandana Sudhir NevatiaNon Executive Director44
4Mr. Balkrishna JhunjhunwalaIndependent / Chairman22
5Mr. Nagesh TiwariIndependent22

21. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of following members as at 31st March 2019.

Sr. No.NameChairman/MemberCategory
1Mrs. Vandana Sudhir NevatiaMemberNon Executive Director
2Mr. Balkrishna JhunjhunwalaChairmanIndependent Director
3Mr. Nagesh TiwariIndependentIndependent Director

During the Financial year there has been change in composition of Nomination and Remuneration Committee. Mr. Rajesh Poddar ceased to be member and chairman of Committee and Mr. Anil Kumar Thard ceased to be member of Committee w.e.f. 14.08.2018. Mr. Balkrishna Jhunjhunwala appointed Chairman and member of committee and Mr. NageshTiwari appointed member of committee w.e.f. 14.08.2018.

During the Financial year ended March 31 2019 Six Meeting of the Nomination and Remuneration Committee Meeting were held on 30-05-201824-07-201814-08-201812-11 -201812-02-2019 and 15-03-2019.

Sr. No.Name of DirectorCategory

Number of meetings during the financial year 2018-19

Entitled to Attend Attended
1Mr. Rajesh PoddarIndependent / Chairman33
2Mr. Anil Kumar Bishwanath ThardIndependent33
3Mrs. Vandana Sudhir NevatiaNon Executive Director66
4Mr. Balkrishna JhunjhunwalaIndependent / Chairman33
5Mr. Nagesh TiwariIndependent33

The committee reviews and approves the remuneration of Manegerial Personnel and the terms and conditions of appointment and in accordance with the provisions of Companies Act 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 positive attributes and independence of a director. The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of 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 as defined by the Act) and executive team members of the Company (as defined by this committee).

 Carry out evaluation of every director's performance and support the board and independent directors in evaluation of the performance of the board its committees and individual directors.

 This shall include formulation of criteria for evaluation of independent directors and the board.

 Recommend to the board the remuneration policy for directors executive team or key managerial personnel as well as the rest of the employees.

 On an annual basis recommend to the board the remuneration payable to the directors and oversee the remuneration to executive team or key managerial personnel of the Company.

 Oversee familiarisation programmesfordirectors.

 Oversee the human resource philosophy human resource and people strategy and human resource practices including those for leadership development rewards and recognition talent management and succession planning (specifically for the board key managerial personnel and executive team).

 Provide guidelines for remuneration of directors on material subsidiaries.

22. STAKEHOLDER RELATIONSHIP COMMITTEE

The Committee consists of following members as at 31st March 2019.

Sr. No.NameChairman/MemberCategory
1Mrs. Vandana Sudhir NevatiaMemberNon Executive Director
2Mr. Balkrishna JhunjhunwalaChairmanIndependent Director
3Mr. Nagesh TiwariIndependentIndependent Director

During the Financial year there has been change in composition of Stakeholder Relationship Committee. Mr. Rajesh Poddar ceased to be member and chairman of Committee and Mr. Anil Kumar Thard ceased to be member of Committee w.e.f. 14.08.2018. Mr. BalkrishnaJhunjhunwala appointed Chairman and member of committee and Mr. Nagesh Tiwari appointed member of committee w.e.f. 14.08.2018.

During the Financial year ended March 312019 Five Meeting of the Stakeholder Relationship Committee Meeting were held on 30-05-201824-07-201814-08-201812-11 -2018 and 12-02-2019.

Sr. No.Name of DirectorCategory

Number of meetings during the financial year 2018-19

Entitled to Attend Attended
1Mr. Rajesh PoddarIndependent / Chairman33
2Mr. Anil Kumar Bishwanath ThardIndependent33
3Mrs. Vandana Sudhir NevatiaNon Executive Director55
4Mr. Balkrishna JhunjhunwalaIndependent / Chairman22
5Mr. Nagesh TiwariIndependent22

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 and Share 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 LLR Chartered Accountants who are the statutory auditors of the Company hold office until the conclusion of the AGM to be held in 2022 and are eligible for re-appointment. Your directors are recommending M/s. Kanu Doshi and Associates LLR Chartered Accountants (ICAI Firm Registration No. 104746W/ W100096) as a statutory auditors of the company who shall hold from ensuing Annual General Meeting until the conclusion of the 64th Annual General Meeting.

Observation of Statutory Auditor:

The Company has not appointed Internal Auditor as required by Section 138 of the Companies Act 2013r.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 to annex with its Board's report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

The Board of Directors appointed Mr. Shivhari Jalan Whole time Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2018-19 and their report is annexed to this Board report Annexure IV.

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

Observation of Secretarial Auditor:

1. The company has appointed wholetime company secretary w.e.f. 15.03.2019 as required under section 203(1) of the Companies Act 2013 and Regulation 6 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Consequent to non-appointment of wholetime Company Secretary the Company has received notice no. LIST/COMP/504746/Reg. 6(1) - Dec18/1113/2018-19 dated 12.02.2019 from BSE Ltd for fine of Rs. 108560 payable by the company. Accordingly company has paid the finetoBSELtd.

2. The company has appointed chief financial officer w.e.f. 12.11.2018 as required under section 203(1) of the Companies Act 2013.

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

Reply of Directors on Observation of Secretarial Auditor:

The company has appointed Mrs. Trisha Tahalramani as CS of the company w.e.f. 15.03.2019 however she has resigned w.e.f. 06.05.2019 consequently Company has appointed Ms. Anjali Bamboria as CS of company w.e.f. 28.06.2019. The Company has appointed CFO w.e.f. 12.11.2018. 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 Listing Regulations is annexed to this Board Report Annexure 'V.

25. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) & Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are in Annexure'III'

26. FOLLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31 2019 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 Act 2013 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) of Companies (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:

During the year in review due to non-compliance with Regulation 6(1) of SEBI (LODR) Regulations 2015 i.e. nonappointment of Company Secretary the Company had to pay Rs. 108560 as fine to BSE. Accordingly company has paid the fine to BSE Ltd.

28. VIGIL MECHANISM

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

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

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

In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 we report that during 2018-19 no case has been reported under the said act.

31. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors have complied with applicable Secretarial Standards as specified u/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) of Regulation 46 and para C D and E of Schedule V of Listing Regulations shall not apply in respect of paid up share capital of the company is not exceeding Rs. 10 Crores and Networth is not exceeding Rs. 25 Crores as on the last day of previous financial year. In view of the above separate corporate governance report is not provided.

33. ACKNOWLEDGEMENT

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

Place: Mumbai

for The Indian Link Chain Manufacturers Limited

Date :30.07.2019sd/-sd/-
P. K. NevatiaVandana Nevatia
Managing directorDirector
(DIN No. 00852581)(DIN No. 07123272)