Link Pharma Chem Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting their 39th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2024.

OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY:

During the year under review, performance of your Company as under:

(Rs. in Lacs)

Particulars	As at March 31, 2024	As at March 31, 2023
Revenue from Operations	2989.77	3,875.78
Other Income	64.03	(14.73)
Total Income	3053.80	3,861.05
Profit before Finance Cost, Depreciation and Tax	(0.95)	257.01
Less: Finance Cost	87.20	76.10
Less: Depreciation	103.42	92.28
Profit before Tax	(191.57)	88.63
Provision for Taxation (Deferred & Current Tax)	(55.29)	23.22
Profit after Tax	(136.29)	65.41

RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS:

During the year under review, the total revenue from operations was Rs.2989.77 Lacs, reduced by 22.86% as compared to last years revenue of Rs. 3875.78Lacs. The Net loss of your Company was Rs. 136.29 Lacs as compared to the last financial years profit after taxof Rs. 65.41Lacs.

TRANSFER TO RESERVES:

The Company has made no transfer to reserves during financial year 2023-24 in view of loss incurred by the Company.

DIVIDEND:

Your directors do not recommend any dividend for this financial year.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31,2024 was Rs. 444.06 Lacs comprising of 44,40,568 equity shares of Rs. 10/- each. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. The Company has paid Listing Fees for the Financial Year 2024-25, to the Stock Exchange, where its equity shares are listed.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the financial year 2023-24.

CORPORATE GOVERNANCE:

Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in connection with Corporate Governance are not applicable to the Company, since the paid-up capital of the Company is less than Rs. 10 Crore and Net Worth of the Company is below Rs. 25 Crore.

MATERIAL CHANGES AND COMMITMENT - IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

SUBSIDIARIES:

Your Company does not have any subsidiary/subsidiaries within the meaning of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis Report which forms part of this Report as Annexure-"A".

ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company http://linkpharmachem.co.in.

BOARD MEETINGS:

During the financial year under review, four Board Meetings were held, viz. on May 29, 2023, August 14, 2023, November 08, 2023, February 09, 2024. The intervening gap between any two meetings was within the period of 120 days prescribed by the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013.

(a) that in the preparation of the annual accounts for the year ended March 31, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

(b) that 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, 2024 and of the loss of the Company for the year ended on that date;

(c) that the Directors had 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) that the Directors had prepared the annual accounts on a going concern basis;

(e) that the Directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that 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.

INDEPENDENT DIRECTORS DECLARATION:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and the Listing Regulations.

EVALUATION OF THE BOARDS PERFORMANCE:

The Board has carried out an annual evaluation of its own performance, Committees of the Board and individual Directors pursuant to the provisions of the Companies Act, 2013 and Listing Regulations. The Board of Directors expressed their satisfaction with the evaluation process.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of your Company is duly constituted in accordance with the requirements of the Companies Act, 2013 read with the Listing Regulations.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Satish GThakur (DIN: 00292129), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-election.

During the year under review, Mr. Satish G Thakur, Chairman and Whole time Director was re- appointed as Chairman and Whole time Director at annual general meeting of the Company held on 21^st September, 2023 on the same terms and conditions for further period of 3 years with effect from 24^th June, 2023.

During the year under review, Rishikesh Thakur, Managing Director was re- appointment as Managing director of the Company on the same terms and conditions for further period of 3 years with effect from 24^th September, 2023.

During the year under review, Mr. Jayesh PJani has tendered his resignation from the position of Chief Financial Officer (CFO) after closure of business hours of 31st October, 2023 and on recommendation of Nomination and Remuneration Committee and the board meeting held on 08^th November, 2023, Mr. Sanjib Dutta was appointed as Chief Financial Officer (CFO) of the Company w.e.f. start of business hours on 08^th November, 2023.

Mr. Suresh B Dhatrak, Independent Directors second tenure of five yearswill expire on 26^th September, 2024.

Mr. Devang U Shah, Independent Directors second tenure of five years will expire on 26^th September, 2024.

The board on recommendation of Nomination and Remuneration Committee appointedMr. Rohit J Shah (DIN: 06885402) as an Additional Director (Non-Executive & Independent) for the first termof five years on the Board of the Company with effect from 09^thAugust, 2024 to 08^thAugust 2029 and subject to the approval of the members in the ensuing General Meeting. Members are requested to pass special resolution toappoint him.

The board on recommendation of Nomination and Remuneration Committee appointedMrs. Rangoli S Gada (DIN: 10109783) as an Additional Director (Non-Executive & Independent) for the first term of five years on the Board of the Company with effect from 09^th August, 2024 to 08^th August 2029 and subject to the approval of the members in the ensuing General Meeting. Members are requested to pass special resolution to appoint her.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. Transactions with related parties entered by the Company in the normal course of business and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure "B".

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies Accounts) Rules, 2014, is given in the Annexure "C" to this report.

PARTICULARS OF EMPLOYEES:

Disclosures required under The Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 have been annexed as Annexure "D".

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

AUDITORS:

(A) Statutory Auditors:

In line with the requirements of the Companies Act, 2013, M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W/W-100036), was appointed as the statutory auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 37th AGM of the Company, till the conclusion of the 42nd AGM to be held in the year 2027. The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018. Hence, the resolution seeking ratification of the members for their appointment is not being placed at the ensuing Annual General Meeting.

The Report given by M/s. CNK & Associates LLP, Chartered Accountants Statutory Auditors on the financial statements of the Company for the financial year 2023-24 is part of Annual Report. The Notes on financial statements referred to in Auditors Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report on Financial Statement for F.Y 2023-24.

(B) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company has appointed M/ s. Vijay Bhatt & Co, Practicing Company Secretaries (C.P. No. 2265) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure "E" and forms an integral part of this Report. There is no secretarial audit qualification for the year under review.

(C) Cost Auditors:

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s Y S. Thakar & Co.,

Cost Accountants (Firm Registration No.000318) as Cost Auditor of the Company, for the financial year ending on 31st March, 2023, at a remuneration as mentioned in the Notice convening the 39th AGM and the same is recommended for your consideration and ratification.

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s Y. S. Thakar & Co., Cost Accountants (Firm Registration No.000318) as Cost Auditor of the Company, for the financial year ending on 31st March, 2024, at a remuneration as mentioned in the Notice convening the 39th AGM and the same is recommended for your consideration and ratification.

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s Y. S. Thakar & Co., Cost Accountants (Firm Registration No.000318) as Cost Auditor of the Company, for the financial year ending on 31st March, 2025, at a remuneration as mentioned in the Notice convening the 39th AGM and the same is recommended for your consideration andratification.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

Audit Committee:

The Audit Committee comprises of Mr. Suresh Dhatrak (Chairman), Mr. Devang Shah and Mr. Satish Thakur as members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of Mr. Suresh Dhatrak (Chairman), Mr. Devang Shah and Mrs. Rachna Ghai as members.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises of Mr. Suresh Dhatrak (Chairman), Mr. Satish Thakur and Mr. Rishikesh Thakur as members.

SECRETARIAL STANDARDS:

The Company complies with the all the applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall within the purview of Section 135 of the Companies Act, 2013.

DEPOSITS:

Your Company has neither invited nor accepted public deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There are no loans, guarantees or investments falling under Section 186 of the Companies Act, 2013. However, investments not falling under purview of this, made by the Company are given in the Notes to the financial statements.

RISK MANAGEMENT POLICY AND INTERNAL FINANCE CONTROL ADEQUACY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving key objectives of the Company. The Company has developed and implemented Risk Management Policy of the Company to identify & evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

The internal control systems are commensurate with the nature, size and complexity of the business of the Company. The Audit Committee quarterly reviews adequacy and effectiveness of Companys Internal Controls and monitors the implementation of audit recommendations, if any.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has safe and healthy work environment that enables its employees to work without fear, prejudices, gender bias and sexual harassment and also set up guideline in line with the requirement of The Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013. During the financial year 2023-24, no complaint was received under the policy.

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 or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys Operations in future.

ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the banks, government and regulatory authorities, stock exchange, customers, vendors and members during the year under review.

	For and on behalf of the Board
	Satish G. Thakur
Date : 09.08.2024	Chairman & Whole-time Director
Place : Vadodara	(DIN: 00292129)