Dear Members,
Your Directors are pleased to present the Sixty-Second Annual Report and the Companys
Audited Accounts for the Financial Year Ended March 31, 2023.
Financial Results
| Particulars |
2022-2023 |
2021-2022 |
|
( in 00) |
( in 00) |
| Sales & other Income |
630.56 |
53,003.65 |
| Expenditure |
54,354.11 |
64,912.85 |
| Profit/(Loss) before tax |
(53,723.55) |
(11,909.20) |
| Tax |
|
|
| For Current Year |
- |
- |
| For Deferred Tax |
|
|
| Profit/(Loss) after tax |
(53,723.55) |
(11,909.20) |
| Other comprehensive Income |
|
|
| Items that will not be reclassified subsequently to profit or loss |
- |
- |
| Items that will be reclassified subsequently to profit or loss |
|
|
| Total Comprehensive Income /(Loss) Net of tax |
(53,723.55) |
(11,909.20) |
| Total comprehensive income/(Loss) for the year |
(53,723.55) |
(11,909.20) |
Dividend
The Company has incurred a loss during the year and therefore, your Directors do not
recommend any dividend on Equity shares for the year under review.
Transfer to Reserve
The Company has not transferred any amount to the General Reserve during the year.
Management Discussion & Analysis Reports
The Management Discussion and Analysis Report has been separately furnished as an
annexure to this Report as "Annexure A."
Deposits
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
Particulars of Loans, Guarantees or Investments
The particulars of loans, guarantees and investments have been disclosed in the
financial statement. The details of the investments made by company are given in the notes
to the financial statements.
Internal Control Systems and their Adequacy
The Company has an Internal Control System, commensurate with the size, scale and
nature of its operations. The scope and authority of the Internal Audit function is
defined by the Audit Committee. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company. Based on the suggestions of internal audit
function, Management undertakes corrective action in their respective areas and thereby
strengthens the controls.
Corporate Governance
The Company does not fall under purview of Regulations of Corporate Governance pursuant
to the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. However,
the same is applicable as per the Companies Act, 2013 and the Company is fully compliant
with the applicable provisions and the company is committed to ensure compliance with all
modifications within prescribed norms under Companies Act, 2013. Company is committed to
maintain the highest standards of corporate practices as set out by SEBI as good Corporate
Governance, which forms part of the Directors Report as an "Annexure B".
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Since your Company does not own manufacturing facility, the particulars relating to
conservation of energy and technology absorption stipulated as per Section 134(3)(m) of
the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not
applicable.
There were no foreign exchange earnings / outgo during the year.
Industrial Relations
During the year under review, your Company enjoyed cordial relationship with employees
at all levels.
Directors and Key Managerial Personnel
Directors
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company Shri Devang Jajodia (DIN: 08061920), retires by
rotation at the ensuing Annual General Meeting and offers himself for reappointment.
Key Managerial Personnel
There is no change in the Key Managerial personnel of the Company during the Financial
year 2022-23.
Declaration by an Independent Director(s)
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013.
Board Evaluation
Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013,
the Board has carried out an evaluation of its own performance as well as performance of
Independent Directors.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company is in place and is posted on the
website of the Company.
Meetings of the Board
Four (4) meetings of the Board of Directors were held during the year on 28th
May, 2022, 30th July, 2022, 1st November 2022 and 10th
February 2023. The intervening gap between the meetings was within the period prescribed
under the Companies Act, 2013.
A separate meeting of Independent Directors, pursuant to Section 149 (7) read with
Schedule VI of the Companies Act, 2013 has been held on 10th February 2023 as
per the requirements of the Companies Act, 2013.
Disclosure of Annual Return
A copy of the annual return for the year ended 31st March 2023 is uploaded on the
website of the Company at http://www.lynxmachinery.com/index.php in terms of sub-section
(3) of section 92 of the Companies Act, 2013.
Directors Responsibility Statement As Required Under Section 134(3)(c) of the
Companies Act, 2013
The Directors state that: -
a. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation by way of notes to accounts relating to
material departures;
b. The selected accounting policies were applied consistently, and the judgments and
estimates made by them are reasonable and prudent so as to give true and fair view of the
state of affairs of the Company as at 31st March 2023 and of the profit for the
year ended on that date;
c. The proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis.
e. The Directors had laid down internal financial controls to be followed by the
Company and that such internal 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.
Subsidiary Companies
The Company does not have any subsidiary Company.
Code of Conduct
The Code has been prepared and is posted on the website of the Company. The Company
believes in "Zero Tolerance" against bribery, corruption and unethical dealings
/ behaviors of any form and the Board has laid down the directives to counter such acts.
Vigil Mechanism / Whistle Blower Policy
The WBP is in place and is posted on the website of the Company and deal with instance
of fraud and mismanagement, if any.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Compliance Officer is responsible
for implementation of the Code.
The code of prevention of Insider Trading and fair disclosures is there on the website
of the Company.
All members of Board of Directors and the designated employees have confirmed
compliance with the Code.
Auditors and Auditors Report
a) Statutory Auditor
Pursuant to Section 139(1) M/s A. Patwari & Co., Chartered Accountants, Kolkata
(ICAI Firm Registration no. 326300E), were appointed as the Auditors of the Company at 61st
Annual General Meeting and shall hold office from the conclusion of this 61st
Annual General Meeting for a term of consecutive five years till the conclusion of the 66th
Annual General Meeting.
The Qualification made by the Auditors in their Report dated 30th May 2023,
in the "Qualified opinion" are explained as under:
The Companys trade receivables aggregating to Rs. 24,45,169/- are old and under
litigation and is subjudice. Though the Company has lost the suit in case of one of the
debtors of Rs. 21,34,761/- before the Honorable City Civil Sessions Court Mumbai, against
which the Company has filed an Appeal in the Honorable High Court of Mumbai, the Company
is also attempting to hold without prejudice discussions with the concerned debtor to
settle the issue and the Company is reasonably hopeful of recovering the debt and
accordingly the Company has still not made provision for bad debts in the books of
Accounts. The Company is also hopeful of recovery of balance debts of Rs. 3,10,408/- and
accordingly no provisions has been made for the same.
In respect of the investments in unquoted equity shares, a sum of Rs. 1,00,500/- which
are quoted at cost, the management is confident that the realizable value of these
investments is at least equivalent or more than the value at which they are stated in the
balance sheet.
b) Secretarial Audit and Secretarial Audit Report
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. M.S. Pitroda & Co., Practising Company Secretaries, The Report of the
Secretarial Audit Report is annexed herewith as "Annexure C" to this
Report.
There is no Qualification but there is a remark made by the Secretarial Auditor in
their Report dated 30th May, 2023 which is as under -
There is potential related party transaction with Warden Farms Private Limited for
leasehold land held by the Company from Shyama Prasad Mookerjee Port Trust, Kolkata. Since
there is a regulatory approval involved and the transaction is still under negotiation the
Company will take shareholders approval Once the transaction is finalized and necessary
regulatory approval are received.
c) Cost Auditor and Cost Audit Report
Cost Audit is not applicable to your Company.
Related Party Transactions
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict with interest of
the Company at large. A detail of contract or arrangements or transactions at Arms length
basis has been separately furnished to this Report as Annexure D.
Statement Pursuant to Listing Agreement
The Companys Equity shares are listed at Bombay Stock Exchange Limited. The Annual
listing fee for the year 2022-23 has been paid.
Corporate Social Responsibility
Social Welfare Activities has been an integral part of the Company since inception. The
Company is committed to fulfill its social responsibility as a good corporate citizen.
However, the Company is not covered by the provisions of Section 135(1) of the Companies
Act, 2013, as it does not satisfy the conditions laid therein.
Particulars of Employees
The information required under Section 197 of the Companies Act, 2013 read with Rule 5
of the Companies (appointment and Remuneration of Managerial Personnel) rules, 2014, in
respect of employees of the Company are not applicable as no employee was in receipt of
remuneration exceeding the limits specified in the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, weather employed for the full year or part of the
year.
Cash flow statement
The Cash flow statement for the year 2022-23 is part of Balance sheet.
Policy on Prevention of Sexual Harassment at Workplace
The Company has in place a Prevention of Sexual Harassment policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. During the year 2022-2023, no
complaints were received by the Company related to sexual harassment.
Acknowledgements
The Board of Directors wish to place on record their appreciation for the support
extended by the bankers, business associates, clients, consultants, auditors, shareholders
of the Company for their continued co-operation and support.
The Board of Directors would also like to place on record their sincere appreciation
for the cooperation received from the Local Authorities, BSE and all other statutory
and/or regulatory bodies.
|
By Order of the Board of Directors |
|
|
For Lynx Machinery and Commercials Limited |
|
|
Padmanabh Jajodia |
Pradyumna Jajodia |
| Place: Mumbai, |
Director |
Director |
| Dated: 30th May, 2023 |
(DIN: 00086099) |
(DIN: 00138175) |
+91-9892691696
