Interlink Petroleum Ltd Directors Report.
The Directors of the Company presents their Twenty Seventh (27th) Annual Report of the Company, along with Audited Financial Statements for the financial year ended 31st March, 2018.
|(Amount in Rs)|
|Gross Profit/ (Loss) before Interest, Dep. & Tax||1,39,696||6,08,131|
|Less: Interest and other finance cost||Nil||(77,24,123)|
|Profit/(Loss) before Tax & Exceptional Items||(11,504)||(11,74,771)|
|Less: Exceptional Items||Nil||14,93,41,934|
|Profit/(Loss) before Tax||(11,504)||(15,05,16,705)|
|Less: Provision for Taxation||Nil||Nil|
|Profit/ (Loss) after Tax||(11,504)||(15,05,16,705)|
|Other Comprehensive income||Nil||Nil|
|Total Comprehensive income||(11,504)||(15,05,16,705)|
|Add: Surplus B/F from last year||(1,22,59,76,532)||(1,07,54,59,827)|
|Amount available for appropriations||(1,22,59,88,036)||(1,22,59,76,532)|
|Amount carried to Balance Sheet||1,22,59,88,036||(1,22,59,76,532)|
During the year, the Company could not carry any exploration business, however the Company earned revenue of 51,61,813 (previous year 95,82,461) on account of consultancy. Your Company incurred losses of 11,504 (Previous year 15,05,16,705).
As regards the status of activities being carried by Sun Petrochemicals Private Limited, pursuant to the MOU signed by the Company, your Directors state that no significant recovery has yet been made.
In view of losses incurred during the financial year, the Board does not recommend any dividend for the year under review.
The paid up Share Capital of the Company as on 31st March, 2018 was 24,92,12,000 (Rs. Twenty Four Crores Ninety Two Lacs Twelve Thousands only). During the year under review, the Company has neither issued shares with deferential voting rights nor granted stock options nor sweat equity. As on 31st March, 2018, the Company had no outstanding convertible instruments.
No amount has been transferred to any of the reserve during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review following changes took place in the Board of Directors of the Company and Key Managerial personnel:
1. Mr. Lai Kai Jin Michael (DIN 02247249) an independent director of the Company resigned w.e.f. 08.12.2017.
2. Mr. Ashish Trivedi (DIN: 07940002) was appointed as an Independent Director of the Company w.e.f. 14 November, 2017.
3. Mrs. Kirti Trivedi (DIN:07940047) was appointed as an Independent Woman Director of the Company w.e.f. 14 November, 2017.
Term of Mr. Vijay Misra (DIN 00458031) as Managing Director of the Company has been expired of 31 March 2018. Mr. Vijay Misra continue to be on the Board of the Company as a Director and retires by rotation at the ensuing Annual General Meeting and being eligible, he offered himself for reappointment.
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 Listing Regulations.
NUMBER OF BOARD MEETING
The Board of Directors met 4 (four) times during the year, the details of which are provided in the Corporate Governance Report.
BOARD LEVEL PERFORMANCE EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, its committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations. 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 Board composition and structure, effectiveness of board processes, contribution towards development of the strategy etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board in consultation with 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, contribution at the meetings and otherwise, independent judgment, etc.
In a separate meeting of independent Directors, performance of non-independent directors, performance of the board was evaluated. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
INDEPENDENT DIRECTORS DECLARATION
The Independent Directors have filed their declaration with the Company affirming that they meet the criteria of Independence mentioned u/s 149(6) of the Companies Act, 2013.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, ATTRIBUTES, INDEPENDENCE, ETC.
The Nomination and Remuneration Committee identifies the persons of integrity who possess relevant expertise, experience, leadership qualities, qualification, attributes, independence and other matters required for the position of directors provided u/s 178(3).
The Company follows a policy on remuneration of Directors and Senior Management Employees, details of the same are given in the Corporate Governance Report.
The Audit Committee of the Company was constituted in line with the provisions of the Companies Act, 2013 & Listing Regulations.
The Audit Committee as on 31st March, 2018 comprises three Non-Executive Independent Directors, namely Mr. Krishna Kumar Nitatala, Mrs. Kirti Trivedi and Mr. Ashish Trivedi (Chairman of the Committee). All three members of Committee have adequate financial & accounting knowledge and background.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Act relating to Corporate Social Responsibility was not applicable to the Company since none of the criteria mentioned in the said section is attracted.
PARTICULARS OF EMPLOYEES
During the year under report the Company had no employee on its roll and accordingly no information was required to be given pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES
Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, was not applicable since the Company had no employee during the financial year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of no business activities, the Company has no particulars for disclosure under Conservation of Energy, Technology Absorption as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014. Detail of Foreign Exchange Earnings and Outgo is disclosed in the Financial Statement attached with this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not made any loans, guarantees and investments which are governed by the provisions of section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is no materially significant related party transaction made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.
All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval.
The particulars of contracts or arrangements with related parties referred to in Section 188(1), in prescribed in Form AOC-2, is appended as Annexure I
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE
Management Discussion Analysis and Corporate Governance Report as stipulated under Listing Regulations forms part of the Annual Report and are referred to As Annexure III and IV respectively.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-V to this Report.
The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Policy are given in the Corporate Governance Report and the Policy is posted on the Companys website.
During the year under review your Company has not accepted any fixed deposits and there were no unclaimed deposit or interest thereon as on 31st March, 2018.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes has been taken place affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
No Company has become or ceased to be subsidiary, joint venture or associate company during the year under review.
INTERNAL FINANCIAL CONTROL
Your Company has adequate system of internal controls to ensure that all the assets are safeguarded. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized and correctly recorded and properly reported. The Audit Committee regularly reviews these measures and actions.
In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify risk areas and procedure to mitigate the risks. Detailed exercise is carried out at regular intervals to identify, evaluate, manage, monitor and mitigate all business risks.
DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
No case of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was filed.
M/s. KJ & Associates, Company Secretaries in Practice, have been appointed by the Company as Secretarial Auditor to undertake Secretarial Audit of the Company, pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, The Secretarial Audit Report is annexed herewith as AnnexureII.
As regards observations in the Secretarial Audit Report due to severe financial conditions the Company had not been able to comply with certain provisions of the law. The Company will make necessary compliance once the financial conditions permit the same.
AUDITORS & AUDITORS REPORT
Santosh Gupta & Co., Chartered Accountants, Faridabad (ICAI Firm Registration No. 009713N), are the Auditors of the Company. Being eligible, they have offered themselves for ratification of their appointment and accordingly, a resolution is proposed in the Notice convening the ensuing annual general meeting for ratification of their appointment to hold office from the conclusion of the ensuing annual general meeting to the conclusion of the next Annual General Meeting.
No frauds have been reported under Section 143(12) of the Act by the Auditors of the Company.
Auditors report is self-explanatory and therefore does not require further comments and explanation.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3) (c) read with 134(5) of the Companies Act, 2013, it is hereby stated that:
(a) In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable Indian Accounting Standards have been followed alongwith proper explanation relating to material departures;
(b) the directors 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 as at March 31, 2018 and of the profit and loss of the company for the year ended on that date;
(c) the directors had 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 had prepared the annual accounts on a going concern basis.
(e) the Directors have laid down Internal financial controls to be followed by the company which are adequate and were operating effectively;
(f) the directors had devised proper system ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Board of Directors of the Company acknowledge with gratitude the co-operation and assistance received from the Central and State Government Authorities, Shareholders, Banks/other lenders, Vendors and other business associates for their confidence, support and forbearance.
For and on behalf of the Board
Sd/- Vijay Misra