Link House Industries Ltd Directors Report

To,

The Members,

LINKHOUSE INDUSTRIES LIMITED,

NAGPUR

Your Directors are pleased to present 32^nd Annual Report and the audited financial statements for the financial year ended on 31^st March, 2017.

HIGHLIGHTS OF PERFORMANCE:

During the year under review, the performance of your company was as under: (Rupees in Lakhs)

Particulars	Year ended 31st March 2017	Year ended 31st March 2016
Revenue from operations	224.15	516.84
Total Revenue	249.91	699.72
Profit/(Loss) before taxation	6.50	9.15
Less: Tax Expense ( Current tax)	2.00	2.82
Less: Deferred Tax for the year	0	0
Profit/(Loss) after tax	4.50	6.33
Earnings per share (EPS)	0.45	0.63

FINANCIAL RESULTS

The financial performance of the Company, for the year ended on 31^st March, 2017 is summarized below: RESULTS OF OPERATIONS:

During the year under review, the revenue from operations was 224.15 Lakhs. The Company has earned total revenue of Rs. 249.91 Lakhs.

The Profit before Tax decreased to Rs. 6.50 lakhs as compared to Rs. 9.15 Lakhs in the previous year.

The Profit after Tax has decreased to Rs. 4.50 Lakhs as compared to Rs. 6.33 Lakhs in previous year and the EPS for the year was Rs. 0.45/share.

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 31^st March, 2017.

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 and Note 11 to the financial statement).

CORPORATE GOVERNANCE:

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under SEBI (LODR) Regulations, 2015. A separate section on detailed report on the Corporate Governance practices followed by the Company under the SEBI (LODR) Regulations, 2015 is part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS [MDA]:

Management Discussion and Analysis, for the year under review, as stipulated under SEBI (LODR) Regulation, 2015 is presented in a separate section forming part of this Annual Report.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered during the financial year were in the ordinary course of business and on an arms 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. Form AOC - 2 is annexed with this report.

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. Anil Nandkumar Harchandani (DIN: 01899831) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment.

II. 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].

III. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT:

As required under SEBI (LODR) Regulations, particulars of the Directors retiring by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 32^nd Annual General Meeting.

IV. BOARD EVALUATION:

Pursuant to the provisions of the Act and Rules made thereunder and as provided under Schedule IV of the Act and SEBI (LODR) Regulations, 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.

V. 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 accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures,

ii. they had 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 financial year as on 31^st March, 2017 and of the profit of the company for that period,

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. proper 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 6 (Six) 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 AUDITORS:

The Statutory Auditors of the Company M/s. Sanjay S. Agarwal & Co., retire at the conclusion of this Annual General Meeting. The Audit Committee has recommended to the Board of Directors, the appointment of M/s. Harish Dodeja & Co., Chartered Accountants, Nagpur (Registration no. 123696W) as Statutory Auditors of the Company to hold office till the conclusion of the 37^th Annual General Meeting i.e. for a period of five consecutive years provided that the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the Board of Directors recommends to the Members the appointment of M/s. Harish Dodeja & Co., Chartered Accountants, Nagpur (Registration no. 123696W) as Statutory Auditors of the Company. In this regard, the Company has received a certificate from the incoming Auditors to the effect that if their appointment is approved, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

II. AUDITORS REPORT:

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 remarks.

III. SECRETARIAL AUDITORS AND THEIR REPORT:

The Board of Director of the company has appointed M/s. Siddharth Sipani & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year ended 31^st March, 2017. The Secretarial Audit Report contained the following adverse remarks:

 

1. The Company has not complied the provision with respect to Appointment of Key Managerial Personnel.

2. The Company has suspended on Bombay Stock Exchange due to Penal Reasons.

3. The Company has not paid Listing fees of the Exchange.

The company is in process to complied the very soon.

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 present their quarterly report to the Audit Committee, highlighting various observations, system and procedure lapses

and corrective actions 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 Companys 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 the prescribed Form MGT-9 pertaining to extract of Annual Return is annexed to this Report.

COMMITTEES:

The composition of the board committees of the company are as under:

1) AUDIT COMMITTEE:

Name	Designation	Position in Committee
1 Mr. Ashok Purohit	Non-Executive- Independent Director	Chairperson
2 Mr. Anil Admane	Non-Executive- Independent Director	Member
3 Mr. Nandkumar Harchandani	Managing Director	Member

2) NOMINATION & REMUNERATION COMMITTEE:

Name	Designation	Position in Committee
1 Mr. Ashok Purohit	Non-Executive- Independent Director	Chairperson
2 Mr. Anil Admane	Non-Executive- Independent Director	Member
3 Ms. Archana Admane	Non-Executive- Independent Director	Member

3) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Name	Designation	Position in Committee
1 Mr. Ashok Purohit	Non-Executive- Independent Director	Chairperson
2 Mrs. Archana Admane	Non-Executive- Independent Director	Member
3 Ms. Archana Wani	Executive Director	Member

4) MEETING OF INDEPENDENT DIRECTORS:

During the year one meeting of the Independent Directors was held on 30^th March, 2017 where the Independent Directors of the Company met without the presence of the Chairman and Managing Director or Executive Directors or other Non-Independent Directors or Key Managerial Personnel. The Meeting of Independent Directors was held in accordance with the provisions of Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations.

PARTICULARS OF EMPLOYEES:

There is no employee drawing salary exceeding the limit prescribed under section 197 of the Act read with Rule 5[1] 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:

 

A! 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.

 

B] TECHNOLOGY ABSORPTION

Your Company is doing its business by ensuring optimum utilization of its available resources. Your Company has not taken any research & development activity so far. It has been executing its projects by using modern techniques, modern machineries and by ensuring the optimum utilization of its technical, professional and skilled manpower.

Technology Absorption items: Nil

 

C] FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not incurred any expenses or earnings in foreign currency during the financial year 201617.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year ended 31^st March, 2017 there were no cases filed or reported pursuant to the Sexual Harassment of 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 operations.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section134 [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.

Date: 02-09-2017	FOR AND ON BEHALF OF THE BOARD
Place: NAGPUR	SD/-
	NANDKUMAR K. HARCHANDANI	ARCHANA WANI
	(DIRECTOR)	(DIRECTOR)