Linkson International Ltd Directors Report

Dear Members,

Your Directors present the Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31^st March, 2013.

FINANCIAL HIGHLIGHTS:

		(Rs. in Crores)
Particulars	For the Year ended 31st March, 2013	For the Year ended 31st March, 2012
Total Revenue	309.25	291.66
Profit/(Loss) Before Depreciation & Amortization expenses, Finance Cost and Tax	19.11	17.49
Less: Depreciation & Amortization Expenses	2.07	2.36
Less: Finance Cost	10.66	9.07
Profit/(Loss) before Tax	6.38	6.06
Less: Current Tax	1.70	1.53
Less: Deferred Tax	(0.08)	(0.10)
Profit/(Loss) After Tax	4.76	4.63
Balance Carried to Balance Sheet	4.76	4.63

FINANCIAL PERFORMANCE:

Despite the global slowdown and overall recessionary trend in the market, the Company during the year sustained its growth and witnessed slight improvement in its financial performance. During the year, the Company earned net profit before tax of  Rs.6.38 Crores as against Rs.6.06 Crores during the last year, registering thereby the growth of more than 5% over the previous year.

The profit after tax was Rs.4.76 Crores during the financial year under review as compared to Rs.4.63 Crores in the previous year.

Your Directors look forward for further improvement in overall performance of the Company during the years to come.

DIVIDEND:

In view of meeting out working capital requirements of the Company in the ensuing years, your directors do not recommend any dividend for this year.

DIRECTORS:

In accordance with the provision of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Shri Anand Chaturvedi, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board recommends for his re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, your Directors, based on the representations received from the operating management, confirm that:

i. In the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable Accounting Standards have been followed and there are no material departures there from;

ii. Appropriate accounting policies have been selected and applied consistently and have 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 31st March, 2013 and of the profit of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv. The annual accounts for the financial year ended 31st March, 2013 have been prepared on a going concern basis.

PUBLIC DEPOSITS:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder during the year ended 31st March, 2013.

STATUTORY AUDITORS:

M/s. V.V. Saranjame & Associates, Chartered Accountants, Nagpur (having FRN: 109255W), the Statutory Auditors of the Company hold the office upto the conclusion of the ensuing Annual General Meeting and being eligible, have offered for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be in conformity with the limits prescribed under Section 224 (1B) of the Companies

Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. Your Board recommends their re-appointment.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956, the Company has received Secretarial Compliance Certificate from Vilas Nichat, Practising Company Secretary, Nagpur and forming part of this report.

CORPORATE GOVERNANCE:

The company does not fall in any of the criteria prescribed under Clause 49 of the Listing Agreement for compliance of Corporate Governance.

REGISTRAR & SHARE TRANSFER AGENT:

The entire work relating to share transfer and other allied matters in that behalf is looked after by the Registrar & Share Transfer Agent of the Company i.e. M/s Purva Sharegistry (India) Private Limited, Mumbai.

STOCK EXCHANGE INFORMATION:

The Equity Shares of the Company are listed at BSE Limited and the Company has paid the annual listing fees for the financial year 2013-2014. During the year under review, the Company has complied with all the applicable provisions of the Listing Agreement.

PARTICULARS OF EMPLOYEES:

During the year under review, no employees was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975, as amended, hence no such particulars are furnished.

PARTICULRS OF CONSEVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(a) Conservation of Energy:

1. Electricity Purchased :	1,47,008 KWH
Total Amount (Rs.) :	13,45,069.00
Rate/Unit (Rs.) :	9.14
2. Electricity Consumed :	1,47,008 KWH
Production :	4,871.85 MT (approx.)
Consumption/Unit :	30.17 Watts

(b) Technology absorption, research & development:

It is a constant endeavor of the company to adopt the latest technology for improving the quality of its galvanized and fabricated products. The Company is committed to its objective of delivering quality output through innovations and updated technology. There is no separate Research & Development department in the company.

(c) Foreign Exchange Earnings and Outgo:

During the year, there was no income as well as outgo in foreign exchange.

DEMATERIALIZATION OF SHARES:

The Company has established electronic connectivity with both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through the Registrar & Share Transfer Agent of the Company M/s. Purva Sharegistry (India) Private Limited. As on 31.03.2013, 13,87,530 equity shares of the Company representing 84.04 % of the total paid-up shares capital of the Company have been dematerialized.

The International Securities Identification Number (ISIN) of the Company is INE996E01013.

EXTENSION OF TIME PERIOD FOR HOLDING ANNUAL GENERAL MEETING:

The Registrar of Companies, Maharashtra, Mumbai, vide its letter dated September 30, 2013 has approved the extension of time for holding the Annual General Meeting of the Company for the financial year ended 31st March, 2013 by three months i.e. upto 31st December, 2013 upon making application by the Company.

ACKNOWLEDGEMENTS:

Your Directors are grateful to the Government Departments, Bankers, Dealers, Suppliers, other credit agencies, and all the executives and/staff of the company for the co-operation, financial assistance and support they extended to the Company from time to time during the period, without which the performance witnessed by the Company would not have been possible.

The Directors express their deep sense of appreciation for the devoted and sincere efforts put in by the Workers, staff and officers in the Company during the year. The Directors are also thankful to all the shareholders of the Company for their continued faith in the Company.

	For and on behalf of the Board of Directors
Place: Mumbai	Vashwant Sangla	Manju Sangla
Date: 2nd December, 2013.	Director	Director

SECRETARIAL COMPLIANCE CERTIFICATE:

Registration No. of the Company: 11-032643 OF 1984

Nominal Capital: Rs. 10,00,00,000/-

Paid-up Capital: Rs. 1,65,10,800/-

To,

The Members,

LINKSON INTERNATIONAL LIMITED.

(Formerly LINKSON LEASING LIMITED)

Nagpur (M.S.).

I have examined the registers, records, books and papers of LINKSON INTERNATIONAL LIMITED (the Company) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended 31st March, 2013 (financial year from 01.04.2012 to 31.03.2013). In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company and its officers, I certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure A to this certificate as per provisions of the Act and the rules made there under and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure B to this certificate, with the Registrar of Companies with necessary filing fees including additional fees in respect of delayed filing. The Company has not e-filed any form or return with the Regional Director/Central Government/ Company Law Board or such other authorities during the financial year.

3. The Company being a public limited Company, comments are not required.

4. The Board of Directors duly met 5 (Five) times respectively on 16.05.2012, 14.08.2012, 04.09.2012, 15.11.2012 and 15.02.2013 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

5. The Company closed its Register of Members for four days from 26.09.2012 to 29.09.2012 (both days inclusive). As informed by the Directors, the Company has complied with the provisions of section 154 of the Act.

6. The annual general meeting for the financial year ended on 31st March, 2012 was held on 29.09.2012 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in the Minutes Book maintained for the purpose.

7. No extra-ordinary general meeting was held during the financial year.

8. The Company has not advanced any loans to its Directors or persons or firms or Companies referred to under Section 295 of the Act.

9. The Company has complied with the provisions of section 297 of the Act in respect of contracts specified in that section..

10. The Company has made necessary entries in the register maintained under section 301 of the Act.

11 .As there were no instances falling within the purview of section 314 of the Act during the financial year, the Company has not obtained any approvals from the Board of Directors, members or Central Government.

12. The Company has not issued any duplicate share certificate during the financial year.

13. (i) The Company has not made allotment or approved transfer/transmission of any shares or other securities during the financial year.

(ii) The Company was not required to deposit any amount in a separate bank Account as no dividend was declared during the financial year.

(iii) The Company was not required to post warrants for dividends to any members of the Company.

(iv) The Company was not required to transfer any amounts in Investor Education and Protection Fund as there were no outstanding balances in unpaid dividend account or application money due for refund or matured deposits or matured debentures and interest accrued thereon which have remained unclaimed or unpaid for the period of seven years.

(v) The Company has duly complied with the requirements of section 217 of the Act.

14. The Board of Directors of the Company is duly constituted and there was no appointment of directors, additional directors, alternate directors, and directors to fill casual vacancies during the financial year.

15. The Company has not appointed any Managing Director or Whole-time Director during the financial year.

16. The Company has not appointed any sole-selling agents during the financial year.

17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar and/or such authorities prescribed under various provisions of the Act during the financial year.

18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under.

19. The Company has not issued any shares or other securities during the financial year.

20. The Company has not bought back any shares during the financial year.

21. As there were no outstanding preference shares or debentures, question of redemption does not arise.

22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares.

23. The Company has not invited/accepted deposits except unsecured loans accepted from the members of the Company/outsiders, falling within the purview of section 58A and 58AA of the Act read with Companies (Acceptance of Deposits) Rules, 1975 during the financial year.

24. The amount borrowed by the Company from Directors, members, public, financial institutions, banks, and others during the financial year is within the borrowing limits of the Company and that the necessary resolutions as per section 293(1)(d) of the Act have been passed in duly convened extra-ordinary general meeting.

25. The Company has- not made any loans or advances or given guarantees but has provided securities to other bodies corporate and has made necessary entries in the register kept for the purpose.

26. The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one State to another during the year under scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect to objects of the Company during the year under scrutiny.

28. The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29. The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny.

30. The Company has not altered its Articles of Association during the financial year.

31. There was no prosecution initiated against or show cause notice received by the Company and no fines or penalties or any other punishment was imposed on the Company during the financial year for offences under the Act.

32. The Company has not received any money as security from its employees during the financial year.

33. The Company was not required to deduct any contribution towards Provident Fund during the financial year.

VILAS NICHAT

Company Secretary

Membership No.FCS-6561

C.P.No.4374

Date: 30.05.2013

Place: Nagpur.

ANNEXURE A TO SECRETARIAL COMPLIANCE CERTIFICATE:

Registers as maintained by the Company:

1. Register of charges under section 143 of Act

2. Copies of instruments creating charges under section 136 of the Act

3. Register of Members under section 150 of the Act.

4. Copies of Annual Return under section 163 of the Act.

5. Minutes Book containing minutes of Board Meetings and General Meetings under section 193 of the Act.

6. Books of Accounts under section 209 of the Act.

7. Register of contracts/Companies and firms in which directors etc. are interested under section 301 of the Act.

8. Register of Directors, Managing Directors/Manager/Secretary under section 303 of the Act.

9. Register of Directors Shareholdings under section 307 of the Act.

10. Register of investments or loans made, guarantee or security provided under section 372A of the Act.

11. Register of Share Transfers.

12. Register of Deposits under Companies (Acceptance of Deposits) Rules, 1975.

Apart from above, the Company has also maintained all the requisite statutory registers, books, returns, etc. to be kept or maintained by the Company in terms of various provisions of the Act/Rules. Nevertheless, there were no entries/transactions to be recorded therein during the financial year.

VILAS NICHAT

Company Secretary

Membership No.FCS-6561

C.P.No.4374

Date: 30.05.2013

Place: Nagpur.

ANNEXURE B TO SECRETARIAL COMPLIANCE CERTIFICATE:

Forms and returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the Financial Year ending on 31st March, 2013 (Till the date of this certificate): With Registrar of Companies, Maharashtra.

1. Form 23AC XBRL with audited Balance Sheet in respect of financial year ended 31st March, 2012 attached thereto, approved and adopted at the Annual General Meeting held on 29.09.2012 due for filing on 29.10.2012 was duly e-filed under section 220 of the Act on 13.01.2013 vide Challan No. Q05822762.

2. Form 23ACA XBRL with audited Profit & Loss Account in respect of financial year ended 31^st March, 2012 attached thereto, approved and adopted at the Annual General Meeting held on 29.09.2012 due for filing on 29.10.2012 was duly e-filed under section 220 of the Act on 13.01.2013 vide Challan No. Q05822762.

3. Form 20B with annual return as on the date of annual general meeting held on 29.09.2012 in respect of financial year ended 31^st March, 2012 attached thereto, due for filing on 28.11.2012 was duly e-filed under section 159 of the Act on 28.11.2012 vide Challan Q03537016.

4. Form 66 with Secretarial Compliance Certificate in respect of financial year ended 31.03.2012 attached thereto, approved and adopted at an Annual General Meeting held on 29.09.2012 due for filing on 29.10.2012 was duly e-filed under proviso to section 383A of the Act read with Companies (Compliance Certificate) Rules, 2001 on 28.10.2012 vide Challan P32753649.

5. Form 8 dated 23.06.2012 regarding registration of hypothecation charge created in favour of Kotak Mahindra Bank Limited to secure their Loan Facilities of Rs. 100.00 Lacs due for filing on 23.07.2012 was duly e-filed under section 125 of the Act on 11.07.2012 vide Challan No.B43022219.

6. Form 8 dated 06.08.2012 regarding registration of modification of charge created in favour of Punjab National Bank to secure their enhanced Loan Facilities of Rs.105.50 Crores, due for filing on 05.09.2012 was duly e-filed under section 135 of the Act on 14.09.2012 vide Challan No.B57608663.

7. Form 8 dated 30.03.2013 regarding registration of charge created in favour of Nagpur Nagrik Sahakari Bank Limited to secure their Loan Facilities of Rs. 2.45 Crores, due for filing on 29.04.2013 was duly e-filed under section 125 of the Act on 24.04.2013 vide Challan No.B73462681.

8. Form 17 dated 06.03.2013 regarding registration of satisfaction of charge amounting to Rs.50.00 Lacs favouring Kotak Mahindra Bank Limited, due for filing on 04.04.2013 was duly e-filed under section 138 of the Act on 22.03.2013 vide Challan No.B70958129.

VILAS NICHAT

Company Secretary

Membership No.FCS-6561

C.P.No.4374

Date: 30.05.2013.

Place: Nagpur.