Linear Industries Ltd Directors Report.

1) FINANCIAL RESULTS

The Company’s financial performance, for the year ended March 31, 2016 is summarised below:

Particulars 2015-16 (Amt in INR) 2014-15 (Amt in INR)
Revenue from Operations - -
Other Income 1,110,486 1,501,012
Depreciation - -
Total Expenses 1,153,076 1,903,894
Profit before Tax and before Exceptional items (42,590) (402,972)
Tax Expense:
Current Tax - -
Earlier Tax 9,358 -
Deferred Tax - -
Profit After Tax (51,948) (402,972)

2) DIVIDEND

In view of in-adequacy of distributable profit and present requirement for the working capital funds, the directors do not recommend any dividend for the year.

3) TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to the reserves.

4) 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, 2016 and of the loss of the Company for the year ended on that date; (c ) the Directors have taken proper and sufficient care for the 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 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 laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2015-16.

5) NUMBER OF MEETINGS OF THE BOARD

During the Financial year ended March 31, 2016 Six Meetings of the Board of Directors were held on 09-05-2015, 30-05-2015, 28-07-2015, 28-10-2015, 28-01-2016 and 29-03-2016.

Sr. Name of Director Number of meetings during the financial year 2015-16
Entitled to Attend Attended
1 Mr. Ashok Shah 5 5
2 Mr. Shashank Shah 6 6
3 Mr. Aditya Shah 6 6
4 Mrs. Garjana Rathore 6 5
5 Mr. Jaswant kumar gupta 0 0

6) DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Jaswant Kumar Gupta was appointed second Addtional Independent Director at Board Meeting Held on March 29, 2016.

Mr. Aditya Ashok Shah retires by rotation and being eligible has offered himself for re-appointment. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Mr. Ashok Shah resigned from the post of Managing Director and Mr. Shashank Ashok Shah was appointed the Managing Director of the Company for a period of five years with effect from 29th March, 2016, subject to the approval of the members.

Mr. Aditya Shah has been appointed as Chief Financial Officer (CFO) of the Company w.e.f 29th March, 2016 and Mrs. Garjana Rathore was regularised as Independent Directors for a period of five years by the shareholders at the Annual General Meeting held on 26th September, 2015.

7) BOARD INDEPENDENCE

Based on the confirmation / disclosure received from the Directors and on evalution of the relationships disclosed, Mr. Jaswant Kumar Gupta and Mrs. Garjana Rathore Non Executive Director is Independent in Terms of Section 149 (6) of the Companies Act, 2013.

The Company has received a declaration from the Independent Directors the they meet the criteria of Independence as provided in sub-section (6) of section 149 of the Companies Act, 2013 The Appointment of Mr. Jaswant Kumar Gupta as an Independent Director is proposed and included in the Notice of Annual General Meeting.

During the Financial year ended March 31, 2016 one Meeting of the Independent Director Meeting was held on 29.03.2016 .

8) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal financial control systems with reference to financial statements are commensurate with the size and nature of operations of the company. These have been designed to provide reasonable assurance with regrad to recording and providing reliable financial and operational information, complying with applicable statues, safeguarding assets from unauthorized use, executing transactions with propoer authorization.

The Company has appointed M/S. Amit Jalan & Associates as an Internal Auditor for the financial year 2016-17. The Scope and authority of the Internal Auditor as per the term of the referance approved by the Audit Committee. To maintain its objectivity and independence, the Audit Committee. To Maintain its objectivity and independence, the Internal Auditor report to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Auditor monitors and evaluates the efficency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of Internal Auditor, process owners undertake corretive action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committees of the Board.

9) 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.

10) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITON SINCE THE END OF FINANCIAL YEAR

There have been no material changes and commitments affecting the financial position of the Company since the end of the financial year

11) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of investments have been disclosed in the financial statements.There are no loans and guarantees given by the Company.

12) CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There were no transactions with related parties which falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure ‘I’ in Form AOC-2 and the same forms part of this report.

13) EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of Annual Return is given in Annexure "II" in the prescribed Form MGT-9, which forms part of this report.

14) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY: a) Conservation of Energy:

Your Company continues to work on reducing carbon footprint in all its areas of operations through initiatives like (a) green infrastructure,(b) green IT (data centers, laptops and servers etc, (c) operational energy efficiency.

Power and Fuel Consumption

a) Electricity: C.Y P.Y.
2015-16 2014-15
Consumed (Units) N.A. N.A.
Rate/Unit (Rs.) N.A. N.A.
Total Amount (Rs.) N.A. N.A.

b) Technology absorption, adaption and innovation:

The Company’s operations do not require significant import, absoption and innovation of technology. c) Research and Development (R&D): Specific areas in which R&D was carried out by the Company The Company’s operations do not incvolve significant expenditire on Research and Development activities and thus no comments are required for the same. d) Expenditure on R&D

The Company’s operations do not incvolve significant expenditure on Research and Development activities.

e) Foreign exchange earnings and outgo

Sr. Particulars 2015-16 2014-15
No. (Rs in Lacs) (Rs in Lacs)
a. Foreign exchange earnings - -
b. CIF Value of imports - -
c. Foreign Exchange Outgo - -

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 a) During the financial year there was no change in nature of Business of the Company b) During the financial year the Company has not accepted any deposits, not renewed any deposit or made any default in repayment of any deposits.

c) The Company’s securities which are suspended for trading w.e.f. 04.03.2015 have been revoked w.e.f 01.12.2015.

d) During the financial year following Companies became / ceased to be Company’s Subsidiaries, Joint Ventures or Associate Companies:

Sr. Companies which have become subsidiaries, Joint Ventures or Associate
No. Companies during the financial year 2015-16:
1 Nil
Sr. Companies which have ceased to be subsidiaries, Joint Ventures or Associate
No. Companies during the financial year 2015-16:
1 Nil

17) BOARD EVALUATION

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, information and functioning, 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 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.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. 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.

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 guidline for determining, inter-alia, qualifications, positive attributes and independance of a Directors, matter relating to the remunerations, appointment, removal and evalution of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

The Company does not pay any remuneration to the Directors. Further no sitting fees are paid to Non Executive Directors.

19) VIGIL MECHANISM

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.

20) AUDIT COMMITTEE

a) The re-constituted Audit Committee Consists of Following Members as at 31st March, 2016

Sr. Name Category

Number of meetings during the financial year 2015-16

Entitled to Attend Attended
1 Mr. Jaswant Kumar Gupta Independent/ 0 0
(chairman w.e.f. 29.03.2016) Chairman
2 Mrs. Garjana Rathore Independent 4 4
(chairperson upto 28.03.2016)
3 Mr. Aditya Shah Non-Independent 0 0
4 Mr. Ashok Shah (Ceased w.e.f Non-Independent 4 4
29.03.2016)
5 Mr. Shashank Shah (Ceased Non-Independent 4 4
w.e.f 29.03.2016)

b) During the Financial year ended March 31, 2016 Four Meetings of the Audit Committee were held on 30-05-2015, 28-07-2015, 28-10-2015 and 28-01-2016.

21) NOMINATION AND REMUNERATION COMMITTEE a) The re-constituted Nomination and Remuneration Committee Consists of Following Members as at 31st March, 2016

Sr. Name Category Number of meetings during the financial year 2015-16
Entitled to Attend Attended
1 Mr. Jaswant Kumar Gupta Independent/ 0 0
(nominated as new chairman) Chairman
2 Mrs. Garjana Rathore Independent 1 1
(chairperson upto 29.03.2016)
3 Mr. Aditya Shah Non-Independent 1 1
4 Mr. Shashank Shah (Ceased Non-Independent 1 1
w.e.f 29.03.2016)

b) During the Financial year ended March 31, 2016 one Meeting of the Nomination and Remuneration Committee Meeting was held on 29.03.2016.

The committee reviews and approves the remuneration of Manegerial 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 director’s 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.

Recommend to the board on voting pattern for appointment and remuneration of directors on the boards of its material subsidiary companies.

Performing such other duties and responsibilities as may be consistent with the provisions of the committee charter.

22) STAKEHOLDER RELATIONSHIP COMMITTEE a) The re-constituted Stakeholder Relationship Committee Consists of Following Members as at 31st March, 2016

Sr. Name Category Number of meetings during the financial year 2015-16
Entitled to attend Attended
1 Mr. Jaswant Kumar Gupta Independent/ 1 1
(nominated as new chairman) Chairman
2 Mr. Shashank Shah Non-Independent 1 1
3 Mr. Aditya Shah Non-Independent 1 1
4 Mr. Ashok Shah Non-Independent 0 0
(Ceased w.e.f 29.03.2016)
5 Mrs. Garjana Rathore Independent 0 0
(Ceased w.e.f 29.03.2016)

b) During the Financial year ended March 31, 2016 one Meeting of the Stakeholder Relationship Committee Meeting was held on 29.03.2016 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.

23) AUDITORS AND THEIR REPORT a) Statutory Auditors

M/s. Jain Bafna and Co, Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the AGM to be held in 2017 and are eligible for re-appointment. Members of the Company at the AGM held on September 25, 2014 had approved the appointment of M/s. Jain Bafna and Co. as the Statutory Auditors for a period of three financial years i.e., up to 31 March, 2017. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM.

The Report of Statutory Auditors do not contain any qualificaitons or obervations.

b) Secretarial Auditors

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board’s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board of Directors appointed Mr. Shivhari Jalan, Whole time Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2015-16 and their report is annexed to this Board report Annexure ‘IV’.

The Obervations given by Secretarial Auditor in his Secretarial Audit Report are self explanatory and do not call for further explanations.

24) DISCLOSURE REQUIREMENTS

Management Discussion and analysis report as per Regulation 34 of the SEBI Listing Regulations, is annexed to this Board Report Annexure ‘V’.

25) 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 ‘III’

26) FOLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2016 AND THUS NO COMMENTS ARE REQUIRED BY THE BOARD OF DIRECTORS ON THE SAME:

Details of Voting Rights not excercised 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.

27) ACKNOWLEDGEMENT

The directors thank the Company’s employees, customers, vendors, investors and academic institutions for their continuous support.

Place: Mumbai For Linear Industries Limited
Date: 15.07.2016
Chairman