| The Members,
The Directors hereby present the Twenty ninth Annual Report of the
Company for the period 1st October, 2013 to 31st March, 2014.
SUMMARISED FINANCIAL RESULTS
(Rs. in Lacs)
During the period ended
31.03.2014 30.09.2013
Sales and other income 0.00 18.79
Profit/Loss before amortisation, -6.57 8.42
and depreciation
Less: Amortisation 0.00 0.00
Depreciation 0.00 0.00
Profit/Loss before Tax -6.57 8.42
YEAR UNDER REVIEW
During the current period under review Company's Modified
Rehabilitation Scheme was cleared by the Hon'ble Board of Industrial
& Financial Reconstruction. Having settled all the Institutional Dues
in the previous year itself we have now embarked on the path of
settling the statutory dues in a phased manner. Simultaneously we are
working full throttle on the refurbishing and repair of the plant and
equipment which have since been installed post relocation. Clearances
from various agencies are being reactivated and the plant should get
energized from the local utility soon. Most of the repair and trial
work is being done through temporary power connection and in-house
captive power.
OUTLOOK FOR THE CURRENT YEAR
Machines and equipments which have been virtually idle for over nine
years take some doing to get them up and going. And this exercise would
eat into the better part of the current year before we could take up
any serious trial runs. Market-wise we do not see any major impediment
in re-establishing ourselves. Our initial feelers in the PCB market and
also to our old customers has met with encouraging results. DIVIDEND
In view of carry forward losses, no dividend payout for the period
under review is being recommended.
DIRECTORS
During the period since last report, Mr. R.K. Mehra, one of the
promoter directors passed away on 08.11.2013. At the outset your
Directors would like to record their deep appreciation for the valuable
services and guidance rendered by Mr. Mehra during his tenure as
Director of the Company. Your Directors also record condolences on the
passing away of Mr R. K. Mehra and the Linaks' family offers its
commiserations to his grieved family.
Further during the period since last report, Mr. Pradeep Kumar resigned
from the Directorship of the Company w.e.f. 30.05.2014. Your Directors
would like to record their deep appreciation for the valuable services
and guidance rendered by Mr. Pradeep Kumar during his tenure as
Director of the Company.
Moreover, Mr. Siddharth Singh and Dr. Gautam Singh are persons, who
have been longest in the office since the last appointment of Directors
and in terms of the provision of the Companies Act as determined by lot
the terms of their offices are liable to retire by rotation at the
forthcoming Annual General Meeting. However, they are eligible for
their reappointment.
AUDITORS
You are requested to appoint auditors for the block of three years
2014-15 to 2016-17, pursuant to the provisions of Section 139 of the
Companies Act, 2013 and the Rules made thereunder, and fix their
remuneration. The retiring auditors M/s S.R. Gupta & Co., Chartered
Accountants, Kanpur are eligible for reappointment and have given their
consent and also furnished certificate as required under the Companies
Act.
ACCOUNTS AND COMMENTS IN THE AUDITORS' REPORT
The points referred to by the Auditors in their report are self-
explanatory and/are covered in Note on Accounts, especially Note No.
3(i) to (iv) of the Notes on Accounts.
SECRETARIAL COMPLIANCE CERTIFICATE A copy of the Secretarial Compliance
Certificate issued by M/s Rajeev Kumar & Co., Company Secretaries,
Lucknow in whole-time practice pursuant to the Proviso to Section
383A(1) of the Companies Act, 1956 is annexed hereto and forming part
of this report. CORPORATE GOVERNANCE
Your Company has already implemented the requirement of Clause 49 of
the Listing Agreement 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.
AUDIT COMMITTEE
The Audit Committee is being restructured after the demise of Mr. R.K.
Mehra and resignation of Mr. Pradeep Kumar. The Committee performs such
functions as are required in terms of Clause 49 of the Listing
Agreement with the Stock Exchanges.
DEMATERIALISATION OF THE SHARES OF THE COMPANY
Trading in shares of the Company has been made compulsory in
dematerialised form w.e.f. 28.09.2000 by all investors as per
directives given by SEBI. Equity Shares of the Company of nominal value
of Re.1/- each are available for dematerialisation under new ISIN
INE028C01027 with CDSL and NSDL.
INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT, 1956:
A. Information in respect of Conservation of Energy, Technology
Absorption and Foreign Exchange Earning and Outgo:
Information pursuant to Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 relating to conservation of energy,
technology absorption and foreign exchange earning and outgo are as
under:
a. Conservation of Energy:
Due to high power diversity factor in the PCB fabrication process your
Company has opted for fully captive modular generation in units of 125
KVA each. This is providing flexibility of usage thereby keeping the
power consumption low. Other ongoing measures like Power factor
improvement, use of new breed of low wattage high luminescence fittings
etc. have been carried out.
b. Technology Absorption:
i. Research and Development (R&D)
Since the Company does not have any R & D department or have carried
R&D activities, the information in this regard is Nil. However, we do
lot of reverse engineering to develop our own formulations and machine
control circuits.
ii. Technology Absorption, Adaptation and Innovation
MLB technology has been absorbed.
c. Foreign Exchange Earning and Outgo:
Foreign exchange earning and outgo during the year under review were
equivalent to Rs. NIL (previous year Rs. NIL).
B. Particulars of Employees
None of the employees of the Company was in receipt of a remuneration
of Rs. 500000/- or more p.m. if employed for a part of the year under
review or Rs.6000000/- or more p.a. if employed throughout the said
year, the particulars of which are required to be given pursuant to the
provisions of Section 217(2a) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules 1975.
C. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
(i) that in the preparation of the accounts for the financial period
ended 31st March, 2014, the applicable accounting standards have been
followed alongwith proper explanation relating to material departures;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of financial year and of the
profit or loss of the Company for the year under review;
(iii) that the Directors have taken proper and sufficient care 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;
(iv) that the Directors have prepared the accounts for the financial
period ended 31st March, 2014 on a `going concern' basis.
ACKNOWLEDGEMENT
Your Directors record their appreciation to its team of employees for
their unstinted and single minded devotion to the task at hand.
For and on behalf of the Board of Directors
Place: Lucknow (U.B. Singh) (Anil Kumar Singh)
Date : 30th May, 2014 Director Managing Director
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