To
The Members,
LINAKS MICROELECTRONICS LIMITED
Your Directors present the Thirty Seventh Boards Report of the
Company together with Audited Financial Statements of your company for the financial year
ended 31st March, 2023.
1. FINANCIAL RESULTS
(Amount in Thousand Rs.)
| Financial Results |
Year ended |
Year ended |
|
31.03.2023 |
31.03.2022 |
| (a) Turnover (including Other Income) |
1293 |
2663 |
| (b) Net Profit/Loss (before depreciation and tax) |
-1001 |
-843 |
| Depreciation |
1359 |
7403 |
| (c) Net Profit/(Loss) before extraordinary items |
-2360 |
-8235 |
| Extraordinary items |
- |
- |
| (d) Net Profit/(Loss) before tax |
-2360 |
-8235 |
| Provision for Tax (including for deferred tax) |
0 |
0 |
| (d) Net Profit/(Loss) after tax |
-2360 |
-8235 |
1. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR
Everything is in limbo on account of the continuing IBC proceedings
under CIRP and our appeal disputing the Corporate Guarantee in the NCLAT. As a holding on
measure the plant is being run on rental under leave and license arrangement with Green
Line Electronics. The rental, though abysmally inadequate, does partly meet the skeletal
overhead of Security, Company Secretary, the sole staff, RTA and other Regulatory
Overheads. It does fall short of meeting the hefty BSE ALF which is liquidated over a
prolonged period of 6 to 8 months in instalments. Fettered by the IBC provisions our
accomplishments fall far short of our intent. But like everything even this should pass.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company.
2. DIVIDEND & RESERVES
In view of losses during the year under review, no dividend pay-out is
being recommended and accordingly no question of appropriation of reserves arise.
3. SHARE CAPITAL
The paid up share capital of the company as at 31st March,
2023 remained at Rs. 4,95,35,300. During the period under report, your company has not
issued any shares including Sweat Equity, ESOP, Bonus and/or Convertible Debentures.
4. DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review.
5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees (except Corporate Guarantee given to
Syndicate Bank (now Canara Bank) against the loan granted to the construction project
Developer M/S Clarion Townships Pvt. Ltd.) or investments made by the Company under
Section 186 of the Companies Act, 2013 during the year under review and hence the said
provision is not applicable.
6. MATERIAL CHANGES & COMMITMENTS
Except the fall out of case against the Company by NCLT, there has been
no material changes and Commitment 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 date of the Report.
7. RISK MANAGEMENT POLICY OF THE COMPANY
The Company does not have any Risk Management Policy as the Company is
still in its rehabilitation. However, the Company has introduced several improvements to
Integrated Enterprise Risk Management, Internal Controls Management and Assurance
Frameworks and processes to drive a common integrated view of risks, optimal risk
mitigation responses and efficient management of internal control and assurance
activities.
8. HUMAN RESOURCE DEVELOPMENT
At LINAKS, human resource development is considered vital for effective
implementation of business plans. Constant endeavours are being made to offer professional
growth opportunities and recognition. Your Company treats its “human resources”
as one of its most important assets. Your Company continuously invests in attraction,
retention and development of talent on an ongoing basis. A number of programs that provide
focused people attention are currently underway. Your Company thrust is on the promotion
of talent internally through job rotation and job enlargement.
9. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is an equal opportunity employer and consciously strives to
build a work culture that promotes dignity of all employees. As required under the
provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on
Prevention of Sexual Harassment of Women at Workplace. An Internal Committee has been set
up to receive complaints, investigate the matter and report to the management. At the
beginning of the year, there was no complaint pending. During the year, no complaint was
received by the Committee and hence no complaint was pending at year end.
10. AUDITORS: Statutory Auditors
At the 37th Annual General Meeting held on September 27,
2022, the members had appointed M/s S.R. Gupta & Co. (Firm Registration No. 001939C),
Chartered Accountants, Kanpur, as Statutory Auditors for a block period of 05 years
beginning from the conclusion of the 37th AGM till the conclusion of the 42nd
AGM, subject to the ratifying the said appointment at every AGM. The Company had received
confirmation from M/s M/s S.R. Gupta & Co., to the effect that their appointment would
be in terms of Section 139 and 141 of the Companies Act, 2013 and rules made thereunder.
The Statutory Auditors have audited the books of accounts of the
Company for the Financial Year ended on March 31, 2023 and have issued the Auditors
Report thereon. The Statutory Auditors have not made any adverse comments or given any
qualification, reservation or adverse remarks or disclaimer in their Audit Report.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the
Company has appointed M/S Divya Matah and Associates, a firm of Company Secretary in
Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial
Audit is annexed herewith as ‘Annexure A ‘to this report.
As required under Regulation 24A of SEBI (LODR) Regulations 2015, M/s.
Divya Matah & Associates, Practicing Company Secretaries, Lucknow has reported on the
Annual Secretarial Compliances of the Company for the year ended on 31stMarch,
2023. The report is uploaded to the Stock Exchange. The said report has been provided
under ‘Annexure-B of the Directors Report.
The Secretarial Auditor has not made any adverse comments or given any
qualification, reservation or adverse remarks or disclaimer in their Audit Report and
Compliance Report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with provision of the Companies Act, 2013, Mrs. Meena
Singh, Director of the Company, is liable to retire by rotation at the ensuing AGM and is
eligible for her reappointment. Necessary resolution for the reappointment of the
aforesaid director and the detailed profile has been included in the notice convening the
annual general meeting. As reported in the previous report, Mr. Jay Kumar, one of the
independent directors resigned from the Directorship of the Company w.e.f. 13.08.2022. In
order to comply with the mandatory requirement of recruiting a Company Secretary and
Compliance Officer in a Listed company, the company appointed Ms. Priya Gupta, an
Associate Member of The Institute of Company Secretaries of India (ACS No. A55368) as the
Company Secretary and Compliance Officer of the Company pursuant to Section 203 of the
Companies Act, 2013 and Rule 8 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 w.e.f. June10, 2020.
With respect to mandatory requirement for appointment of Chief
Financial Officer in a Listed Company, Mr. Girish Chandra Jha, being a commerce graduate
and holding around 32 years of working experience has been appointed as the CFO of the
Company w.e.f. April 2, 2019.
12. MANAGERIAL/EMPLOYEES REMUNERATION
A) Details of the ratio of the remuneration of each director to the
median employees remuneration and other details as required pursuant to Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 cannot be
worked out as the process of recruitment of staff has not yet completed. The skeletal
staff with which the Company is presently working are mainly on part time basis. B) As
required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company did not have any employee drawing a
remuneration of Rs. 60.00 lacs p.a., if employed throughout the year or Rs.5.00 lacs p.m.,
if employed for a part of the said year under review. Moreover, there was no employee,
employed throughout the financial year or part thereof, was in receipt of remuneration in
that year which, in the aggregate, or as the case may be, at a rate which, in the
aggregate, is in excess of that drawn by the managing director or whole-time director or
manager and holds by himself or along with his spouse and dependent children, not less
than two percent of the equity shares of the company.
C) None of the Managing Director or Whole-time Director of the Company
was in receipt of any commission from the Company. Moreover, as the Company did not have
any holding or subsidiary Company, the question of receiving commission by them from such
Company also does not arise.
13. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with 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 at the end of the
financial year and of the profit and loss of the company for that period; (c) the
directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act 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; and (e) the directors had laid
down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In view of losses, the Company has not developed and implemented any
Corporate Social Responsibility initiatives as the said provisions are not applicable.
15. EXTRACT OF ANNUAL RETURN (FORM MGT-9)
As per the requirements of Section 92(3) and 134(3)(a) of the Act and
Rules made thereunder, the extract of the Annual Return for the F.Y. 2022-23 is given in
‘Annexure C ‘ in the prescribed Form MGT-9, which is a part of this report.
16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT
OF DIRECTORS ON CORPORATE GOVERNANCE
Your Company has already implemented the requirement of Regulation 27
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. Corporate
Governance. As required a Management Discussion and Analysis Report and Directors
Report as well as Auditors Certificate on Corporate Governance are given alongwith
this report.
17. ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the
cooperation and support extended by the Shareholders, various authorities, banks, dealers
and vendors.
The Directors also acknowledge with gratitude the dedicated efforts and
valuable contribution made by all the employees of the Company.
By order of the Board
| Date: 12.08.2023 |
(ANIL KUMAR SINGH) |
(J.R. SINGH) |
| Place: Lucknow |
Managing Director |
Director |
|
DIN: 00225518 |
DIN: 08356669 |
+91-9892691696
