indian link chain manufacturers ltd share price Directors report


To

The Members,

THE INDIAN LINK CHAIN MANUFACTURERS LIMITED

CIN: L28920MH1956PLC009882

The Directors have the pleasure in presenting the 65th Annual Report on the business and Operations of your Company and the Audited Financial Statements for the year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS

1. FINANCIAL RESULTS

The Companys financial performance, for the year ended March 31, 2023 is summarized below:

Particulars 2022-23 2021-22
(Amt in INR) (Amt in INR)
Revenue from Operations - -
Other Income 14,09,000 2,291,000
Depreciation 1,33,000 139,000
Other Expenses 22,19,000 15,42,000
Total Expenses 59,73,000 6,908,000
Profit before Tax and before Exceptional items (45,63,000) (4,617,000)
Exceptional items - -
Profit before Tax (45,63,000) (4,617,000)
Tax Expense: - -
Profit after Tax (45,63,000) (46,17,000)

2. OPERATIONS

Your Directors also wish to record appreciation for the continued co-operation, support and commitment received from the stakeholders of the Company in rising up to the challenges thrown at them due to COVID- 19 crisis and associated shutdown. It was due to their untiring efforts that the Company could resume operations swiftly without delay while following all the required safety procedures as per protocol.

During the year under review, your Company has incurred a loss of Rs. 45,63,000/- as against loss of Rs. 46,17,000/- incurred during the previous year. The Company expects the situation to improve in the year 2023-24.

Pursuant to Share purchase agreement entered between Mr. Vishal Thakkar and Mr. Hariprasad Nevatia & other promoters, all the shares of erstwhile promoters were purchased by Mr. Vishal Thakkar and an open offer was made by him in compliance with SEBI (SAST) Regulation, 2011 (takeover code) and Share purchase agreement was executed as on December 03rd, 2022 for 27,488 equity shares equivalent to 54.98% of the outstanding, issued and paid up share capital of the company of the target company.

There was Open Offer made for acquisition up to 13,000 (Thirteen Thousand) Fully Paid-Up Equity Shares of Face Value of Rs. 100/- (Rupees One Hundred Only) Each ("Offer Shares"), representing the Public Shareholding constituting 26.00% of the Voting Share Capital of the company pursuant to and in compliance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto.

3. DIVIDEND

In view of losses during the financial year, the Directors do not recommend any dividend for the year.

4. TRANSFER TO RESERVE

Due to losses in the financial year 2022-23, the Board of Directors of your Company has decided not to transfer any amount to reserves for the year under review.

5. CHANGE IN NATURE OF BUSINESS

As a part of diversification plan, the management has proposed to change its Main Object clause and enter into the new business Line.

There is change in nature of business as compared to earlier business of Manufacturing or otherwise welded chains, link chains etc. Now the Company is propose to carry on the business of trading for all kinds of crops, Grains, pulses, spices, dry fruits, other edible products, plantation of trees of all types and production of all kinds of organic food products, fruits, vegetables, dairy, forestry, agricultural, horticulture, tea, coffee, rubber, mineral, cotton, silk, cereals, cotton - silk, vetiveria, etc

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) the Directors 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 as at March 31, 2023 and of the loss of the Company for the year ended on that date;

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

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable la ws and that such systems were adequate and operating effectively.

7. NUMBER OF MEETINGS OF THE BOARD

During the Financial year ended March 31, 2023 Six Meetings of the Board of Directors were held on 20.05.2022, 01.08.2022, 28.10.2022, 20.12.2022, 31.01.23 and 06.02.2023

Sr.

Number of meetings during the financial year 2022-23

No. Entitled to Attend Attended
1 Mr. Sudhir Hariprasad Nevatia 6 6
2 Mr. Harsh Hariprasad Nevatia 6 6
3 Mrs. Vandana Sudhir Nevatia 6 6
4 Mr. Balkrishna Jhujhunwala 6 6
5 Mr. Nagesh Tiwari 6 6

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year and till the date of report following persons were appointed/ ceased to be directors and/or Key Managerial Personnel of the Company:

Cessations:

• Mr. Sudhir Nevatia (DIN 00001258) resigned as Managing Director & CFO in terms of Section 168 of Companies Act 2013 w.e.f 07.02.2023

• Mr. Harsh Hariprasand Nevatia (DIN 06515980) resigned as Managing Director in terms of Section 168 of Companies Act 2013 w.e.f 07.02.2023.

• Mrs. Vandana Sudhir Nevatia (DIN 07123272) resigned as Women Director in terms of Section 168 of Companies Act 2013 w.e.f 07.02.2023

• Mr. Nagesh Tiwari (DIN 08177098) resigned as Non-Executive Independent Director in terms of w.e.f 31.05.2023

• Mr. Balkrishna Jhunjhunwala (DIN 00776395) resigned as Non-Executive Independent Director in terms of w.e.f 31.05.2023

Appointments

• Mrs. Vandana Nevatia (DIN 07123272) was liable to retire by rotation and being eligible she has offered herself for re-appointment and it was subject to the approval to the members of the Company.

• Mr. Vishal Thakkar (DIN 09798551) and Mrs. Bhavika Thakkar (DIN 09854905) have been appointed as additional Directors w.e.f. 06.02.2023 by the Board of Directors in terms of Section 161 of the Companies Act, 2013 to hold the office till ensuring Annual General Meeting. Further, post closure of financial year, Mr. Ashok Jain (DIN. 08470448), has been appointed as Additional (Non-Executive) Independent Director in terms of section 149, 161 of the Companies Act 2013 for a term of five financial years to hold the office till ensuring Annual General Meeting. Mr. Vishal Thakkar (DIN 09798551) has also been designated as Managing Director and Chief Financial Officer W.e.f May 30th 2023 for the period of three years till 29th May 2026 subject to the approval of shareholders in the ensuring Annual general meeting of the company.

• Upcoming Appointments at the AGM

• The Board proposes for the appointment of Mr. Vishal Thakkar (DIN 09798551) in terms of section 152 and 161 of the Companies Act, 2013 as Director (Executive Director) w.e.f. the date of 06/02/2023, who shall hold the office till ensuring Annual General Meeting.

• The Board proposes for the appointment of Mrs. Bhavika Thakkar (DIN 09854905) in terms of section 152 and 161 of the Companies Act, 2013 as Director (Non- executive Director) w.e.f. the date of 06/02/2023, who shall hold the office till ensuring Annual General Meeting.

• The Board proposes for the appointment of Mr. Ashok Jain (DIN. 08470448), who has been appointed as Additional (Non-Executive) Independent Director in terms of section 149, 161 of the Companies Act, 2013 for a term of five financial years subject to appointment by shareholders at the upcoming Annual General Meeting.

9. BOARD INDEPENDENCE

The Company has received necessary declaration from Mr. Nagesh Tiwari and Mr. Balkrishna Jhujhunwala, Independent Director of the Company under Section 149(7) of the Companies Act, 2013. Further, the Independent Directors meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) SEBI (LODR) Regulations, 2015.

The Independent Directors of the Company have held two meeting during the year on 28.10.2022 and 07.02.2023 without the presence of Non-Independent Directors and members of the management to review the performance of Non- Independent Directors and the Board of Directors as a whole. All the Independent Directors were present in the meeting.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

M/s. S. Lodha & Co. Chartered Accountants Mumbai is re-appointed as the Internal Auditors of the company for the Financial Year 2022-2023.

Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Internal Control and Audit is an important procedure and the Audit Committee of your Company reviews all the control measures on a periodic basis and recommends improvements, wherever appropriate. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets. Your Company has put in place an adequate Internal Control System to safeguard all assets and ensure operational excellence. The system also meticulously records all transaction details and ensures regulatory compliance. The reports are reviewed by the Audit Committee of the Board. Wherever deemed necessary, internal control system are strengthened and corrective actions initiated.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

11. RISK MANAGEMENT

The Board of the Company has formed a risk management policy to frame, implement and monitor the risk management plan for the Company. The Board of Directors are responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis

In the opinion of Board the rising costs and changing government policies and regulations are the key risk factors that may threaten the existence of the company.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITON SINCE THE END OF FINANCIAL YEAR

There have been a material changes and commitments affecting the financial position of the Company from the end of the financial year to which this financial statements relate till the date of this report.

The management has proposed to change its Main Object clause and enter into the business. There is change in nature of business as compared to earlier business of Manufacturing or otherwise welded chains, link chains etc. Now the company is propose to carry on the business of trading for all kinds of crops, Grains, pulses, spices, dry fruits, other edible products, plantation of trees of all types and production of all kinds of organic food products, fruits, vegetables, dairy, forestry, agricultural, horticulture, tea, coffee, rubber, mineral, cotton, silk, cereals, cotton - silk, vetiveria, etc.

13. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS

There are intercorporate Deposit made by the company of Rs 176.52 lac pursuance to Section 186 of the Companies Act, 2013 within prescribed Limit. Apart from this there are no loan, Investments and guarantee provided by the Company.

14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. These transactions with related parties during the financial year 2022-23 were not material within the meaning and scope of Section 188 of Companies Act, 2013. Details of Related Party Transactions can be referred to in notes no 24 in financials of company

During the financial year the Company has not accepted any deposits, not renewed any deposit or Made any default in repayment of any deposits.

15. STATEMENT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES.

The Company does not have any Subsidiary, Associate and Joint Ventures.

16. OTHER MATTERS AS PER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES. 2014

During the financial year there was no change in nature of Business of the Company.

During the financial year the Company has not accepted any deposits, not renewed any deposit or Made any default in repayment of any deposits.

During the financial year following Companies became/ ceased to be Companys Subsidiaries,

Joint Ventures or Associate Companies

Sr. Companies which have become Subsidiaries. Joint Ventures or Associate No. Companies during the financial year 2022-23

1 Nil
Sr. No. Companies which have ceased to be Subsidiaries, Joint Ventures or Associate Companies during the financial year 2022-23
1 Nil

During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8(5) (xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

17. BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performance, the Committees and individual directors pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the composition of Board and its structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees were evaluated by the Board after seeking inputs from the members of the Committees on the basis of the criteria such as the composition of committees, effectiveness of meetings of the Committees, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role

The Independent Directors in their meeting, evaluated the performance of non-independent directors, the Board as a whole and performance of the Chairman after taking into account the views of Executive Directors and Non-Executive Directors. The same was also reviewed and discussed in the board meeting that followed the meeting of the independent Directors.

18. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

In terms of Section 178 of the Companies Act, 2013 the policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors. This policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Directors, matter relating to the remunerations, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

The Company has paid remuneration to the Managing Directors. Further no sitting fees are paid to any Directors.

19. ORDERS PASSED BY REGULATORY AUTHORITY

During the Financial Year under review, there were no material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

20. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act.

21. AUDIT COMMITTEE

The composition, quorum, powers, role and scope of Audit Committee are in accordance with Section 177 of the Act. The Committee consists of following members as at 31st March, 2023:

Sr. No Name Chairman/Member Category
1 Mr. Balkrishna Jhunjhunwala Chairman Independent Director
2 Mrs. Vandana Sudhir Nevatia Member Non Executive Director
3 Mr. Nage sh Tiwari Member Independent Director

During the Financial year ended March 31, 2023 Four (4) Meetings of the Audit Committee were held on 20.05.2022, 01.08.2022, 28.10.2022 and 31.01.2023. The requisite quorum was present at all the Meetings held during the year.

Sr. No Name Category

Number of meetings during the financial year 2022-2023

Entitled to Attend Attended
1 Mr. Balkrishna Jhunjhunwala Independent Director 4 4
2 Mrs. Vandana Sudhir Nevatia Non Executive Director 4 4
3 Mr. Nagesh Tiwari Independent Director 4 4

22. NOMINATION AND REMUNERATION COMMITTEE

The composition, quorum, powers, role and scope of Nomination and Remuneration Committee are in accordance with Section 178 (1) of the Act. The Committee consists of following members as at March 31, 2023

Sr. No Name Chairman/Member Category
1 Mr. Balkrishna Jhunjhunwala Chairman Independent Director
2 Mrs. Vandana Sudhir Nevatia Member Non Executive Director
3 Mr. Nagesh Tiwari Member Independent Director

During the Financial year ended March 31, 2023, Two (2) Meeting of the Nomination and Remuneration Committee Meeting was held on 01.08.2022 and 06.02.2023. The requisite quorum was present at the Meeting held during the year.

Sr. No Name Category

Number of meetings during the financial year 2022-2023

Entitled to Attend Attended
1 Mr. Balkrishna Jhunjhunwala Independent Director 1 1
2 Mrs. Vandana Sudhir Nevatia Non Executive Director 1 1
3 Mr. Nagesh Tiwari Independent Director 1 1

The committee reviews and approves the remuneration of Managerial Personnel and the terms and conditions of appointment and in accordance with the provisions of Companies Act, 2013. The Committee reviews following matters:

Recommend to the Board the set up and composition of the Board and its committees. Including the "formulation of the criteria for determining qualifications, positive attributes and independence of a director". The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience:

• Recommend to the board the appointment or reappointment of directors.

• Devise a policy on board diversity.

• Recommend to the board appointment of key managerial personnel ("KMP" as defined by the Act) and executive team members of the Company (as defined by this committee).

• Carry out evaluation of every directors performance and support the board and independent directors in evaluation of the performance of the board, its committees and individual directors.

• This shall include "formulation of criteria for evaluation of independent directors and the board".

• Recommend to the board the remuneration policy for directors, executive team or key managerial personnel as well as the rest of the employees.

• On an annual basis, recommend to the board the remuneration payable to the directors and oversee the remuneration to executive team or key managerial personnel of the Company.

• Oversee familiarisation programmes for directors.

• Oversee the human resource philosophy, human resource and people strategy and human resource practices including those for leadership development, rewards and recognition, talent management and succession planning (specifically for the board, key managerial personnel and executive team).

• Provide guidelines for remuneration of directors on material subsidiaries.

23. STAKEHOLDER RELATIONSHIP COMMITTEE

The composition, quorum, powers, role and scope of Stakeholders Relationship Committee are in accordance with Section 178(5) of the Act. The Committee consists of following members as at March 31, 2023.

Sr. No Name Chairman/Member Category
1 Mr. Balkrishna Jhunjhunwala Chairman Independent Director
2 Mrs. Vandana Sudhir Nevatia Member Non Executive Director
3 Mr. Nagesh Tiwari Member Independent Director

During the Financial year ended March 31,2023 One (1) Meeting of the Stakeholder Relationship Committee Meeting was held on 20.05.2022.

Sr. No Name Category

Number of meeting during the financial year 2022-23

Entitled to attend Attended
1 Mr. Balkrishna Jhunjhunwala Independent Director 1 1
2 Mrs. Vandana Sudhir Nevatia Non Executive Director 1 1
3 Mr. Nagesh Tiwari Independent Director 1 1

The committee has the following roles and responsibilities:

1) Resolve the grievances of security holders.

2) Monitors and reviews the performance and service standards of the Registrar and Share Transfer Agents of the Company

3) Provides continuous guidance to improve the service levels for investors.

24. AUDITORS AND THEIR REPORT

? Statutory Auditors Report

M/s. Kanu Doshi Associates LLP, Chartered Accountants, who are appointed as statutory auditors of the Company for a period of 5 year at the AGM held in the year 2017, have been appointed for a further term of 5 years at the previous AGM to act as statutory auditors of the Company up to the AGM of the Company to be held in the 2027.As required under Regulation 33 of the Listing Regulations, Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Comments mentioned by the auditors in their report is self-explanatory and doesnt call for further explanation.

? Secretarial Auditor Report

The Board of Directors have appointed M/s Rachana Maru Furia and Associates., Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2022-2023 as required

under section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report provided by the Secretarial Auditor is annexed herewith forming part of this Board report as Annexure I. Comments mentioned by the auditors in their report is self-explanatory and doesnt call for further explanation. The endeavors to strive better to attain the compliances.

? Cost Auditor

Appointment of cost auditors is not applicable to company

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY:

During the year under review, the disclosure pertaining to Conservation of energy, technology absorption are not applicable to your Company.

There was no foreign exchange inflow or outflow during the year under review

26. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) is provided in a separate section and forms an integral part of this Report as Annexure III.

27. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) & Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in Annexure II

28. FOLLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31. 2023 AND THUS NO COMMENTS ARE REQUIRED BY THE BOARD OF DIRECTORS ON THE SAME:

Details of Voting Rights not exercised by the employees u/s 67(3)(c) of Companies Act, 2013 r.w. Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

Disclosure about issue of equity shares with Differential Rights as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.

CSR Policy u/s 135 of Companies Act, 2013.

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURT:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

30. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION- PROHIBITION AND REPRESSED ACT 2013.

The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The policy on Prevention of Sexual Harassment at Workplace aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. During the year ended 31st March, 2023, no complaints recorded pertaining to sexual harassment.

31. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors have complied with applicable Secretarial Standards as specified u/s 118 of the Companies Act, 2013.

32. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31,2023 is available on the website of the Company at https://www.inlinch.com.

33. CORPORATE GOVERNANCE REPORT:

Regulations 17 to 27 and Clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D, and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company as the paid up Share Capital of the Company is less than 10 Crores and its Net Worth does not exceed 25 Crores as on the last day of previous financial year. Hence, the Corporate Governance Report is not included in this Report.

34. UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

During the period under review there is no unpaid/ unclaimed Dividend and the shares required to be transferred to the Investor Education & Protection Fund.

35. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on market capitalization shall provide Business Responsibility Report. The Company is outside the purview of top one thousand listed entities. In view of this Business Responsibility Report is not applicable.

36. LISTING WITH STOCK EXCHANGE

The Companys Equity Shares are listed at BSE Limited with script code 504746. The Company confirms that it has paid the Annual Listing Fees for the year 2022-2023 and 2023-2024 to BSE where the Companys Shares are listed.

37. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sense of appreciation for the excellent support received from the government authorities, bankers, consultants and the dedicated efforts of all employees in the working of the Company.

For The Indian Link Chain Manufacturers Limited
Sd/- Sd/-
Vishal Thakkar Bhavika Thakkar
Managing director Director
DIN No. 09798551 DIN No.09854905
Date: 04-09-2023