Your Directors are pleased to present the Fifty Seventh Annual Report and the Company'sAudited Accounts for the financial year ended March 31 2018.
1. Financial Results
|Particulars ||2017-2018 ||2016-2017 |
| ||(Rs.) ||(Rs.) |
|Sales & other Income ||1171715 ||1602177 |
|Expenditure ||5573385 ||6750518 |
|Profit/(Loss) before tax ||(4401669) ||(5148341) |
|Tax || || |
|For Current Year ||- ||- |
|For Deferred Tax ||- ||(155580) |
|Profit/(Loss) after tax ||(4401669) ||(4992761) |
|Other comprehensive Income || || |
|Items that will not be reclassified subsequently to profit or loss ||62800 ||94900 |
|Items that will be reclassified subsequently to profit or loss ||- ||- |
|Total Comprehensive Income Net of tax ||(4338869) ||(4897861) |
|Total Comprehensive income for the year ||(4338869) ||(4897861) |
The Company has incurred a loss during the year and therefore your Directors do notrecommend any dividend on Equity shares for the year under review.
3. Transfer to Reserve
The Company has not transferred any amount to the General Reserve 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. The details of the investments made by company are given in the notesto the financial statements.
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.
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. Corporate Governance
The Company does not fall under purview of Regulations of Corporate Governance pursuantto the SEBI (Listing Obligation and Disclosures Requirements) Regulations 2015 Howeverthe same is applicable as per the Companies Act 2013 and the Company is fully compliantwith the applicable provisions and the company is committed to ensure compliance with allmodifications within preseribed norms under Companies Act 2013 Company is committed tomaintain the highest standards of corporate practices as set out by SEBI as good CorporateGovernance which forms part of the Directors Report as an "Annesure B"
9. 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.
10. Industrial Relations
During the year under review your Company enjoyed cordial relationship with employeesat all levels.
11. 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. Pradyumna Jajodia (DIN: 00138175) retires byrotation at the ensuing Annual General Meeting and offers himself for reappointment.
12. 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.
13. 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.
14. Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company is in place and is posted on thewebsite of the Company.
15. Meetings of the Board
Five (5) meetings of the Board of Directors were held during the year on 2nd June2017 14th August 2017 14th September 2017 10th November and 29th January 2018. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.
A separate meeting of Independent Directors pursuant to Section 149 (7) read withSchedule VI of the Companies Act 2013 has been held on 10th November 2017 as per therequirements of the Companies Act 2013.
16. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is part ofthis Annual Report as "Annexure C".
17. 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 2018 and of the profit forthe year 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.
18. Subsidiary Companies
The Company does not have any subsidiary Company.
19. 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.
20. 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.
21. 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 Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Compliance Officer is responsiblefor implementation of the Code.
The code of prevention of Insider Trading and fair disclosures is there on the websiteof the Company.
All Members of Board of Directors and the designated employees have confirmedcompliance with the Code.
22. Auditors and Auditors Report a) Statutory Auditor
Pursunat to Section 139(1) M/S A. Patwari & Co. Chartered Accountants Kolkata(ICAI Firm Registration no. 326300E) were appointed as the Auditors of the Company at56th Annual General Meeting and shall hold office from the conclusion of this 56th AnnualGeneral Meeting for a term of consecutive five years till the conclusion of the 61stAnnual General Meeting.
The Qualification made by the Auditors in their Report dated 29th May 2018in the "Qualified opinion" are explained as under:
1. The Company's trade receivables aggregating to Rs. 2445169/- are old and underlitigation and is subjudice. However the management is continuing its effort and ishopeful of arriving at a out of Court settlement with debtor. Hence the same is notprovided in the accounts.
2. In respect of the Investments in quoted equity shares a sum of Rs. 6903775/-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. Zankhana Bhansali Practicing Company Secretary 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 14th May 2018 in the"Qualified opinion" is explained as under :
1. Presently the Company's Directors are looking after the affairs of the Company.Since the Company does not have enough activities there is no need to appoint any KeyManagerial Personnel.
2. The Company is in search of competent Company secretary (Compliance officer) forwhich company has given advertisement in newspaper as well. However looking to the sizeof the Company the candidates were not interested and hence could not appoint a full timeCompany Secretary.
c) Cost Auditor and Cost Audit Report
Cost Audit is not applicable to your Company.
23. Related Party Transactions
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe Company at large. A detail of contract or arrangements or transactions at Arm's lengthbasis has been separately furnished to this Report as Annexure E.
24. Statement Pursuant to Listing Agreement
The Company's Equity shares are listed at Bombay Stock Exchange Limited. The Annuallisting fee for the year 2018-19 has been paid.
25. Corporate Social Responsibility
Social Welfare Activities has been an integral part of the Company since inception. TheCompany is committed to fulfill its social responsibility as a good corporate citizen.However the Company is not covered by the provisions of Section 135(1) of the CompaniesAct 2013 as it does not satisfy the conditions laid therein.
26. 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.
27. Cash flow statement
The Cash flow statement for the year 2017-18 is part of Balance sheet.
28. 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 2017-2018 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 |
| ||H. K. Jajodia |
|Place: Mumbai ||Director |
|Dated: 29th May 2018 ||(DIN: 00075508) |
Form No. AOC-2
(Pursuant to clause (h) of sub-section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules 2014 Form for Disclosure of Particulars of contracts/arrangementsentered into by the Company with related parties referred to in sub-section (1) of theSection 188 of the Companies Act 2013 including certain arms length transaction underthird proviso thereto.
1. Details of contract or arrangements or transactions not at Arm's length basis : NotApplicable
2. Details of contract or arrangements or transactions at Arm's length basis :
|Particulars || ||Details || |
|1 Name of the related party ||Mr. Pradyumna Jajodia ||Grandiose Holding Co. Pvt. Ltd. ||Amisha Engineering Pvt. Ltd. |
|2 Nature of relationship ||Director & Key Managerial Personnel ||Same person able to exercise significant influence ||Same person able to exercise significant influence |
|3 Nature of contract / arrangements/transaction ||Unsecured Temporary Loan ||Office Usage Charges ||Rent Paid |
|4 Duration of the Contract/arrangements/ transaction ||During the year ||For the year ||For the year |
|5 Salient terms of the contract or arrangements or transaction including the value if any ||5000000 ||15000 ||15000 |
|6 Date of Approval by the board ||NA ||31.05.2016 ||31.05.2016 |
|7 Amount paid as advances if any ||Nil ||Nil ||Nil |