Director's Report Your Directors are pleased to present 30lhAnnual Report and the audited financial statements for the financial year ended on 31SIMarch. 2015. HIGHLIGHTS OF PERFORMANCE Your Company recorded a Net Sales of Rs. 20.444.101 in 2014-15 as compared to Rs. 41.562.891 in the previous year with a corresponding profit before tax of Rs.9.27.112 as compared to Rs. 45.96.355. FINANCIAL RESULTS: The financial performance of the Company, for the year ended on 31st March, 2015 is summarized below: RESULTS OF OPERATIONS: During the year under review, the consolidated gross sales decreased by 50.81 %.. the Company has earned total revenue of Rs. 20,44,410. The PBIDT decreased to Rs. 1,23,77.767 as compared to Rs. 16757047 in previous year and the Profit Before Tax decreased to Rs. 9,27,112 as compared to Rs. 45.95.485 in the previous year. The Profit after Tax has decreased to Rs. 640634 as compared to Rs. 40.03,331 in previous year and the EPS has decreased to 1% in the previous year of 4%. A detailed analysis of performance for the year has been included in the Management Discussion and Analysis, which forms part of the Annual Report. DIVIDEND: Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended 31st March, 2015. MATERIAL CHANGES AND COMMITMENTS: During the year under review, there are no material changes and commitments of the company. CHANGE IN THE NATURE OF BUSINESS: During the year under review, there is no change in the nature of business of the company. DEPOSITS: During the year under review, the Company did not accepted any deposits from the public within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 Pursuant to Section 186 of the Companies Act. 2013, the details of the Loans given, guarantees on securities provided and investments made are provided in the notes to the financial statement. (Please refer to Note 10 to the financial statement). CORPORATE GOVERNANCE: The Company has complied with the Corporate Governance requirements under the Act and as stipulated under clause 49 of the Listing Agreement. A separate section on detailed report on the Corporate Governance practices followed by the Company under the Listing Agreement is part of the Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS [MDA]: MDA, for the year under review, as stipulated under clause 49 of the Listing Agreement, is presented in a separate section forming part of this Annual Report. RELATED PARTY TRANSACTIONS: All related party transactions that were entered during the linancial year were in the ordinary course of business and on an arm's length basis. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis. Form AOC - 2 is not applicable to the Company. DIRECTORS: I. RETIREMENT BY ROTATION: In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company Mr. Nandkumar Harchandani and Mr. Anil Harchandani will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themself for reappointment. The Board recommends their reappointment. Linkhouse Industries Limited 7 III. DECLARATION BY INDEPENDENT DIRECTORS: The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149[6]. IV. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT: As required under clause 49 of the Listing Agreement, particulars of the Directors retiring by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 30thAnnual General Meeting. VI. BOARD EVALUATION: Pursuant to the provisions of the Act and Rules made there under and as provided under Schedule IV of the Act and clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of itself, the Directors individually as well as the evaluation of its committees. The manner in which the evaluation was carried out is provided in the Corporate Governance Report, which is part of this Annual Report. VU. REMUNERATION POLICY: The Board has on the recommendations of Nomination and Remuneration Committee, framed a Policy on selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report, which is part of this Annual Report. DIRECTORS' RESPONSIBILITY STATEMENT: In terms of section 134[3][c] of the Act, your Directors state that: i. in the preparation of the annual financial statements for the year ended on 31st March, 2015, applicable accounting standards read with requirements set out under schedule III of the Act. have been followed along with proper explanation relating to material departures, if any, ii. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company a sat 31stMarch, 2015 and of the profit of the company for the year ended on that date, iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities, iv. the annual financial statements are prepared on a going concern basis, v. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and vi. the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively. BOARD MEETINGS: During the year under review 5(Five) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The details of constitution of the Board and it Committees are given in the Corporate Governance Report. AUDITORS: I. STATUTORY AUDITOR AND THEIR REPORT: At the Annual General Meeting held on September 30, 2014, M/s. Sanjay S. Agarwal & Company, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 32nd Annual General Meeting. In terms of first proviso to section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. M/s. Sanjay S. Agarwal & Company, Chartered Accountants, as Statutory Auditors of the Company will be placed for ratification by the Shareholders. In this regard, the Company has received a certificate from the Auditors to effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors" Report does not contain any qualification, reservation or adverse remark. BUSINESS RISK MANAGEMENT: A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY: The Company has internal control systems commensurate with the size, scale and complexity of its business operations. The scope and functions of internal auditor are defined and reviewed by the Audit committee. The internal auditor reports to the Chairman of the Audit Committee. Internal Auditors presents their quarterly report to the Audit Committee, highlighting various observations, system and procedure lapses and corrective eactions are taken. The internal auditor also assesses opportunities for improvement of business processes systems and controls, to provide recommendations, which can add value to the organization and it also follows up on the implementation of corrective actions and processes. The Management Auditor also ensures the compliance of the observations of internal and statutory auditors and presents his report to the Audit Committee. VIGIL MECHANISM: The Company has established vigil mechanism policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy. Vigil Mechanism Policy is disclosed on the website of the Company. EXTRACT OF ANNUAL RETURN: The relevant information in prescribed Form No.MGT-9 pertaining to extract of Annual Return is attached to this Report as Annexure-"A". PARTICULARS OF EMPLOYEES: There is no employee drawing salary exceeding the limit prescribed under section 197 of the Act read with Rule 5fl] of The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, is provided as under: i) Conservation of Energy: The Company does not use any technology or energy for its existing business except for the electricity used in offices and at the sites of the company which is not a significant part of the construction cost, hence it is not practicable to furnish the information in this connection. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. SIGNIFICANT AND MATERIAL ORDERS There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation. GENERAL DISCLOSURE: Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134[3] of the Act and Rule 8 of The Companies [Accounts] Rules, 2014 to the extent the transactions took place on those items during the year. ACKNOWLEDGEMENT: Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review. FOR AND ON BEHALF OF THE BOARD Sd/- (NandKumar K. Harchandani) Chairman Date: 27/05/2015 Place: Nagpur |