Your Directors have pleasure in presenting the 34th Annual Report of the Company alongwith the Audited Financial Statements for the year ended March 31 2019.
FINANCIAL HIGHLIGHTS :
The performance during the period ended 31st March 2019 has been as under
(Rs. in Lacs)
|Particulars ||As at March 31 2019 ||As at March 31 2018 |
|Sales ||2450.01 ||2396.44 |
|Other Income ||19.29 ||6.95 |
|Profit Before Interest Depreciation and Tax ||221.05 ||284.56 |
|Interest ||38.55 ||61.56 |
|Depreciation ||89.49 ||85.95 |
|Provision for Taxation (Deferred & Current Tax) ||27.19 ||23.57 |
|Profit after Taxation ||65.81 ||113.48 |
During the year under review your Company has earned net revenue of Rs. 2469.29 Lacs asagainst Rs. 2403.39 Lacs in the previous year. The Profit before finance cost anddepreciation amounted to Rs. 221.05 Lacs as against Rs. 284.56 Lacs in the previous year.Profit before tax during the year worked out to Rs. 65.81 Lacs as compared to Rs. 113.48Lacs in the previous year.
There is no amount proposed to be transferred to Reserves out of profits of thefinancial year 2018 -19.
In view of meagre profit earned for the year under review your Directors do notrecommend any dividend.
The Company's paid-up Equity Share Capital continues to stand at Rs. 444.06 Lacs as onMarch 31 2019.
During the year the Company has not issued any shares or convertible securities. TheCompany does not have any Scheme for issue of shares including sweat equity shares to theemployees or Directors of the Company.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There is no change in the nature of business during the financial year 2018-19.
Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 in connection with Corporate Governance are not applicable to theCompany since the paid-up capital of the Company is less than Rs. 10 Crore and Net Worthof the Company is below Rs. 25 Crore.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
Your Company does not have any subsidiary/subsidiaries within the meaning of theCompanies Act 2013.
MANAGEMENT DISCUSSION AND ANALYSIS:
A. Industry Structure and Developments:
The Company's main business was to manufacture organic intermediates which a reused inpharmaceuticals agro and specialty chemical industries.
B. Opportunities and Threats:
Due to specialized technology involved the possibility of further competition isminimal. However sudden change in raw material prices poses threat.
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 been makingconsistent efforts for executing job order work and improving margins in majority productsby reducing the various costs. The Company hopes to fare well by achieving better turnoverand profits in the years to come..
E. Risks & Concerns:
Continuous upward trend in crude oil prices affecting raw material cost and depreciatedrupee has also increased price of imported products.
F. Internal Control Systems and their Adequacy:
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 the Audit 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.
EXTRACT OF ANNUAL RETURN :
Extract of Annual Return in Form MGT-9 as on 31.03.2019 is appended to this Report asAnnexure "A". In compliance with Section 134 (3) (a) of the Act Annual Returnof the Company can be accessed at http://linkpharmachem.co.in.
The Company has complied with the provisions for holding Board Meetings and the gapbetween any two meetings did not exceed 120 days. During the financial year under reviewsix Board Meetings were held viz. on May 29 2018 August 10 2018 September 22 2018November 03 2018 January 28 2019 and March 30 2019.
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 2019the 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 31 2019 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 DIRECTOR'S DECLARATION:
The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Act that he/she meets the criteria of independenceas laid out in Section 149(6) of the Act and the Listing Regulations.
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 Board of your Company is duly constituted in accordance with the requirements ofthe Companies Act 2013 read with the Listing Regulations.
In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Mr. Satish G Thakur (DIN: 00292129) Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-election.
Further pursuant to the provisions of the Companies Act 2013 ("the Act")the members at their 29th Annual General Meeting had appointed Mr. Suresh B Dhatrak andMr. Devang U Shah as an Independent Non-Executive Directors to hold office for fiveconsecutive years upto the conclusion of the 34th Annual General Meeting of the Company.Mr. Suresh B Dhatrak and Mr. Devang U Shah are eligible for reappointment as anIndependent Non-Executive Director for the second term of five years from the date ofAnnual General Meeting of the Company to be held in the calendar year 2019.
Accordingly pursuant to the provisions of the Act and based on the recommendation ofthe Nomination and Remuneration Committee the re-appointment of Mr. Suresh B Dhatrak andMr. Devang U Shah for a period of five years is placed for the approval of the Membersthrough a Special Resolution at the 34th Annual General Meeting.
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.
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".
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.
(A) STATUTORY AUDITOR:
Pursuant to provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Sanjay Soni & Associates CharteredAccountants (FRN 113251W) were appointed as Statutory Auditors for a second term of fiveyears to hold office from the conclusion of 32nd Annual General Meeting up to theconclusion of the 37th Annual General Meeting of the Company.
The requirement of seeking ratification of the members for continuance of StatutoryAuditors appointment has been withdrawn consequent upon the changes made by the Companies(Amendment) Act 2017 w.e.f. May 7 2018. Hence the resolution seeking ratification ofthe members for their appointment is not being placed at the ensuing Annual GeneralMeeting.
The Auditors' Report to the Members on the Accounts of the Company for the year endedMarch 31 2019 is a part of the Annual Report. The said Audit Report does not contain anyqualification reservation or adverse remark. During the year 2019.
(B) SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Act and rules made thereunder theCompany has appointed M/s. Vijay Bhatt & Co Practicing Company Secretaries (C.P. No.2265) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report isannexed as Annexure "E" and forms an integral part of this Report.
There is no secretarial audit qualification for the year under review.
The Company complies with the all applicable mandatory secretarial standards issued bythe Institute of Company Secretaries of India.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company does not fall within the purview of Section 135 of the Companies Act2013.
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:
There are no loans guarantees or investments falling under Section 186 of theCompanies Act 2013. However investments not falling under purview of this made by theCompany are given in the Notes to the financial statements.
RISK MANAGEMENT POLICY AND INTERNAL FINANCE CONTROL ADEQUACY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks in achieving key objectives of the Company. The Company has developed andimplemented Risk Management Policy of the Company to identify & evaluate businessrisks and opportunities. This framework seeks to create transparency minimize adverseimpact on the business objectives and enhance the Company's competitive advantage.
The internal control systems are commensurate with the nature size and complexity ofthe business of the Company.
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 2018-19 no complaintwas received under the policy.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year 2018-19 no significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future.
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.
| ||BY ORDER OF THE BOARD |
| ||FOR LINK PHARMA CHEM LIMITED |
| ||B. V. RETAREKAR |
|PLACE: VADODARA ||CHAIRMAN |
|DATE : MAY 30 2019 ||(DIN: 00292197) |