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DIRECTOR'S REPORT

Link Pharma Chem Ltd.

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Market Cap. (₹) 6.66 Cr. P/BV 0.64 Book Value (₹) 23.38
52 Week High/Low (₹) 35/10 FV/ML 10/1 P/E(X) 10.12
Bookclosure 27/09/2019 EPS (₹) 1.48 Div Yield (%) 0.00
Year End :2015-03 
Dear Members,

Your Directors take pleasure in presenting the 30th Annual Report together with Audited Financial Statements for the year ended March 31,2015.

FINANCIAL HIGHLIGHTS :

The performance during the period ended 31st March, 2015 has been as under:

                                                          (Rs. in Lacs)
PATRICULARS

                                     FOR THE                 FOR THE
                                     YEAR                    YEAR
                                     ENDED                   ENDED
                                     31.03.2015              31.03.2014

SALES                                  1905.91                 2594.19

OTHER INCOME                             21.40                   26.30
PROFIT/ (LOSS) BEFORE,

INTEREST, DEPRECIATION

AND TAX                                 (57.11)                 260.01

INTEREST                                117.24                   98.79

DEPRECIATION                            112.93                   79.02
PROVISION FOR TAXATION (DEFEERED & CURRENT TAX)

PROFIT/ (LOSS)                           (93.98)                 15.72

AFTER TAXATION                          (219.56)                 51.70
OPERATING RESULTS:

During the year under review, the turnover of your Company has decreased to Rs. 1905.91 lacs from Rs. 2594.19 lacs of the previous year resulting in to incurring a loss of Rs. 219.56 lacs against profit of Rs.51.70 lacs of the previous year.

DIVIDEND:

In view of Loss incurred during the year, your directors do not recommend any dividend.

FUTURE OUTLOOK:

The market of main product of the Company has decreased substantially. Your Company plans to develop new line of intermediate products while continuing tall manufacturing activities.

CORPORATE GOVERNANCE:

Provision of Clause 49 of the Listing Agreement in Connection with Corporate Governance are not applicable to the Company vide SEBI circular dated September 15, 2014, since the paid-up capital of the Company is less than Rs. 10 Crore and Net Worth of the Company is below Rs. 25 Crore. However, since the Clause was applicable for 6 months period, the whole year Corporate Governance Report is part of this Report.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to Bombay Stock Exchange where the Company's Shares are listed.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure "A".

NUMBER OF BOARD MEETINGS HELD :

The Board of Directors duly met 9 times during the financial year from 01st April, 2014 to 31st March, 2015.

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, Nine 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.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they 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 at the end of the financial year and of the profit of the company for the same period;

c) the directors have taken proper and sufficient care for the 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure "B".

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies Accounts) Rules, 2014, is given in the Annexure "C" to this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of the Board and its committees. The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Board of Directors expressed their satisfaction with the evaluation process.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013, Mr. S G Thakur retires by rotation and being eligible offers himself for re-appointment.

During the period under review, Director, Mr. Milind Kelkar resigned from the Board with effect from 14th March, 2015. The Board places on record his appreciation and gratitude for his guidance and contribution during their association with the Company.

Pursuant to the provisions of the Section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, Ms. Sayali Sohoni was appointed as an Additional Director and she shall hold office only up to the date of this Annual General Meeting and being eligible offer herself for re- appointment as Director.

Further, in terms of Section 149 read with Section 152 of the Companies Act 2013, an independent director is now not required to retire by rotation, and may be appointed on the Board of the Company for maximum two terms of up to five years each.

AUDITORS:

i) Statutory Auditors :

The Auditors, M/s. Khedkar & Co. Chartered Accountants, Vadodara retire at this Annual General Meeting and being eligible, offer themselves for reappointment.

ii) Secretarial Audit:

According to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report as Annexure"D".

AUDITOR'S REPORT:

No qualifications or adverse remarks have been made either by Statutory Auditors in his report or by Company Secretary in practice in his Secretarial Audit Report except full time Appointment of company secretary by the company. The company has initiated effective steps for the same.

SUBSIDIARIES:

Your Company does not have any subsidiary / subsidiaries within the meaning of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall within the purview of Section 135 of the Companies Act, 2013.

DEPOSITS:

The Company has not accepted any fixed deposits and accordingly no amount was outstanding as on the date of the Balance Sheet.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

Disclosures required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 have been annexed as Annexure "E".

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 work without fear, prejudices, gender bias and sexual harassment and also set up guideline in line with the requirement of The Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

Company has not received any complaint during the financial year.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the whole hearted and sincere co- operation the Company has received from its banker and various Government agencies. Your Directors also wish to thank all the employees for their co- operation.

                                            FOR AND ON BEHALF OF THE
                                               BOARD OF DIRECTORS OF

                                                LINK PHARMA CHEM LTD.

PLACE: VADODARA                                      B. V. RETAREKAR
DATE : 30.05.2015                                           CHAIRMAN

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