Your directors have pleasure in presenting their 39th Annual Report on the business and operations of the Companytogether with the Audited Statement of Accounts for the year ended 31st March, 2024.
OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY:
During the year under review, performance of your Company as under: (Rs. in Lacs)
Particulars
As atMarch 31, 2024
As atMarch 31, 2023
Revenue from Operations
2989.77
3,875.78
Other Income
64.03
(14.73)
Total Income
3053.80
3,861.05
Profit before Finance Cost, Depreciation and Tax
(0.95)
257.01
Less: Finance Cost
87.20
76.10
Less: Depreciation
103.42
92.28
Profit before Tax
(191.57)
88.63
Provision for Taxation (Deferred & Current Tax)
(55.29)
23.22
Profit after Tax
(136.29)
65.41
During the year under review, the total revenue from operations was Rs.2989.77 Lacs, reduced by 22.86% as comparedto last year's revenue of Rs. 3875.78Lacs. The Net loss of your Company was Rs. 136.29 Lacs as compared to thelast financial year's profit after taxof Rs. 65.41Lacs.
The Company has made no transfer to reserves during financial year 2023-24 in view of loss incurred by theCompany.
Your directors do not recommend any dividend for this financial year.
The paid-up Equity Share Capital of the Company as on March 31,2024 was Rs. 444.06 Lacs comprising of 44,40,568equity shares of Rs. 10/- each. During the year under review, your Company has neither issued any shares withdifferential voting rights nor has granted any stock options or sweat equity. The Company has paid Listing Fees for theFinancial Year 2024-25, to the Stock Exchange, where its equity shares are listed.
There is no change in the nature of business during the financial year 2023-24.
Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in connection withCorporate Governance are not applicable to the Company, 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.
There has been no material change and commitment, affecting the financial performance of the Company which occurredbetween the end of the Financial Year of the Company to which the financial statements relate and the date of thisReport.
Your Company does not have any subsidiary/subsidiaries within the meaning of the Companies Act, 2013.MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of the operations, performance and future outlook of the Company and its businesses is given in theManagement Discussion and Analysis Report which forms part of this Report as Annexure-“A”.
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration)Rules, 2014, the Annual Return of the Company is available on the website of the Company http://linkpharmachem.co.in.
During the financial year under review, four Board Meetings were held, viz. on May 29, 2023, August 14, 2023, November08, 2023, February 09, 2024. The intervening gap between any two meetings was within the period of 120 daysprescribed by the Companies Act, 2013.
To the best of their knowledge and belief and according to the information and explanations obtained by them, yourDirectors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013.
(a) that in the preparation of the annual accounts for the year ended March 31, 2024 the applicable accountingstandards have been followed along with proper explanation relating to material departures; if any;
(b) that the Directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companyas at March 31, 2024 and of the loss of the Company for the year ended on that date;
(c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other 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 internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operating effectively; and
(f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7)of the Act that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and the ListingRegulations.
The Board has carried out an annual evaluation of its own performance, Committees of the Board and individual Directorspursuant to the provisions of the Companies Act, 2013 and Listing Regulations. The Board of Directors expressed theirsatisfaction with the evaluation process.
The Board of your Company is duly constituted in accordance with the requirements of the Companies Act, 2013 readwith the Listing Regulations.
In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. SatishGThakur (DIN: 00292129), Director of the Company, retires by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for re-election.
During the year under review, Mr. Satish G Thakur, Chairman and Whole time Director was re- appointed as Chairmanand Whole time Director at annual general meeting of the Company held on 21st September, 2023 on the same termsand conditions for further period of 3 years with effect from 24th June, 2023.
During the year under review, Rishikesh Thakur, Managing Director was re- appointment as Managing director of theCompany on the same terms and conditions for further period of 3 years with effect from 24th September, 2023.
During the year under review, Mr. Jayesh PJani has tendered his resignation from the position of Chief Financial Officer(CFO) after closure of business hours of 31st October, 2023 and on recommendation of Nomination and RemunerationCommittee and the board meeting held on 08th November, 2023, Mr. Sanjib Dutta was appointed as Chief Financial Officer(CFO) of the Company w.e.f. start of business hours on 08th November, 2023.
Mr. Suresh B Dhatrak, Independent Director's second tenure of five yearswill expire on 26th September, 2024.
Mr. Devang U Shah, Independent Director's second tenure of five years will expire on 26th September, 2024.
The board on recommendation of Nomination and Remuneration Committee appointedMr. Rohit J Shah (DIN: 06885402)as an Additional Director (Non-Executive & Independent) for the first termof five years on the Board of the Company witheffect from 09thAugust, 2024 to 08thAugust 2029 and subject to the approval of the members in the ensuing GeneralMeeting. Members are requested to pass special resolution toappoint him.
The board on recommendation of Nomination and Remuneration Committee appointedMrs. Rangoli S Gada (DIN:10109783) as an Additional Director (Non-Executive & Independent) for the first term of five years on the Board of theCompany with effect from 09th August, 2024 to 08th August 2029 and subject to the approval of the members in theensuing General Meeting. Members are requested to pass special resolution to appoint her.
Related party transactions that were entered during the financial year were on an arm's length basis and were in theordinary course of business. Transactions with related parties entered by the Company in the normal course of businessand the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure “B”.
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.
Disclosures required under The Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration)Rules, 2014 have been annexed as Annexure “D”.
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors andemployees to report genuine concerns has been established.
(A) Statutory Auditors:
In line with the requirements of the Companies Act, 2013, M/s. CNK & Associates LLP, Chartered Accountants(Firm Registration No. 101961W/W-100036), was appointed as the statutory auditors of the Company to hold officefor a period of five consecutive years from the conclusion of the 37th AGM of the Company, till the conclusionof the 42nd AGM to be held in the year 2027. The requirement for the annual ratification of auditors' appointmentat the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018. Hence,the resolution seeking ratification of the members for their appointment is not being placed at the ensuing AnnualGeneral Meeting.
The Report given by M/s. CNK & Associates LLP, Chartered Accountants Statutory Auditors on the financialstatements of the Company for the financial year 2023-24 is part of Annual Report. The Notes on financialstatements referred to in Auditor's Report are self-explanatory and do not call for any further comments. Therehas been no qualification, reservation or adverse remark or disclaimer in their Report on Financial Statement forF.Y 2023-24.
(B) Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company has appointed M/s. Vijay Bhatt & Co, Practicing Company Secretaries (C.P. No. 2265) to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed as Annexure “E” and forms an integral part of this Report.There is no secretarial audit qualification for the year under review.
(C) Cost Auditors:
The Board of Directors, on recommendation of the Audit Committee, has appointed M/s Y S. Thakar & Co.,
Cost Accountants (Firm Registration No.000318) as Cost Auditor of the Company, for the financial year endingon 31st March, 2023, at a remuneration as mentioned in the Notice convening the 39th AGM and the sameis recommended for your consideration and ratification.
The Board of Directors, on recommendation of the Audit Committee, has appointed M/s Y. S. Thakar & Co.,Cost Accountants (Firm Registration No.000318) as Cost Auditor of the Company, for the financial year endingon 31st March, 2024, at a remuneration as mentioned in the Notice convening the 39th AGM and the sameis recommended for your consideration and ratification.
The Board of Directors, on recommendation of the Audit Committee, has appointed M/s Y. S. Thakar & Co.,Cost Accountants (Firm Registration No.000318) as Cost Auditor of the Company, for the financial year endingon 31st March, 2025, at a remuneration as mentioned in the Notice convening the 39th AGM and the sameis recommended for your consideration andratification.
The Board of Directors has the following Committees:
The Audit Committee comprises of Mr. Suresh Dhatrak (Chairman), Mr. Devang Shah and Mr. Satish Thakur as members.During the year, all the recommendations made by the Audit Committee were accepted by the Board.
The Nomination and Remuneration Committee comprises of Mr. Suresh Dhatrak (Chairman), Mr. Devang Shah andMrs. Rachna Ghai as members.
Stakeholders Relationship Committee:
The Stakeholders Relationship Committee comprises of Mr. Suresh Dhatrak (Chairman), Mr. Satish Thakur andMr. Rishikesh Thakur as members.
The Company complies with the all the applicable mandatory secretarial standards issued by the Institute of CompanySecretaries of India.
Your Company does not fall within the purview of Section 135 of the Companies Act, 2013.
Your Company has neither invited nor accepted public deposits within the meaning of Section 73 and 76 of theCompanies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
There are no loans, guarantees or investments falling under Section 186 of the Companies Act, 2013. However,investments not falling under purview of this, made by the Company are given in the Notes to the financial statements.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving keyobjectives of the Company. The Company has developed and implemented Risk Management Policy of the Companyto identify & evaluate business risks 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 of the business of the Company.The Audit Committee quarterly reviews adequacy and effectiveness of Company's Internal Controls and monitors theimplementation of audit recommendations, if any.
The Company has safe and healthy work environment that enables its employees to work without fear, prejudices, genderbias and sexual harassment and also set up guideline in line with the requirement of The Sexual Harassment of Womenat workplace (Prevention, Prohibition & Redressal) Act, 2013. During the financial year 2023-24, no complaint wasreceived under the policy.
There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impactthe going concern status and the Company's Operations in future.
The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all theemployees of the Company. The Board of Directors would also like to express their sincere appreciation for theassistance and co-operation received from the banks, government and regulatory authorities, stock exchange, customers,vendors and members during the year under review.
Date : 09.08.2024 Chairman & Whole-time Director
Place : Vadodara (DIN: 00292129)