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Directors Report of Lynx Machinery & Commercials Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased tc present the fifty fourth Annual Report and the Company's Audited Accounts for the financial year ended March 31, 2015,

1. Financial Results

Particulars 2014-2015 2013-2014

Sales & other income 14,63,354 38,82,422

Expenditure 63,11,769 72,21,913

Profit(Loss) before tax (48,48,415) (33,39,491)

Tax

For Current Year 288 (805) -

For Deferred Tax (1,29,749) 38,845

ProfiVfloss) after tax (47,18,954) (3377,531)

2. Dividend

To strengthen the financial position of the Company, your Directors have not recommended any dividend on equity shares tor the year under review.

3. Transfer to Reserve

The Company has not transferred any amount to the Reserves during the year

4. Management Discussion & Analysis Reports

The Management Discussion and Analysis Report has been separately furnished as an annexure to this Report as "Annexure A."

5. 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.

6. 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 is given in the notes to the financial statements.

7. 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 & to the Managing Director.

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.

8. 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.

9. Industrial Relations

During the year under review, your Company enjoyed cordial relationship with employes at all levels.

10. Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 201.3 and the Articles of Association of the Company Mr. Pradyumna Jajodia, retires by rotation at the ensuing Annual General Meeting and offers himself for reappointment.

11. Declaration by an Independent Director(s)

AH Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

12. 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.

13. Nomination and Remuneration Policy

The Nomination and Remuneration Policy is under preparation and will be posted on the website of the Company in due course,

14. Meetings of the Board

Nine (9) meetings of the Board of Directors were held during the year, the details of which are incorporated in the Corporate Governance Report. 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, 20 J 3 was not held during the year due to unavailability of quorum of Independent Directors.

The details the Board meetings are furnished as an annexure to this Report as " Annexure D."

15. 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 2015 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 ail applicable laws and that such systems were adequate and operating effectively.

16, Related Party Transactions

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the 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.

17, Subsidiary Companies

The Company does not have any subsidiary Company.

18. Code of Conduct

The Code is under preparation and will be posted on the website of the Company in due course as 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.

19. Vigil Mechanism / Whistle Blower Policy

The WBP is under preparation and will be posted on the website of the Company in due course as the Company wants to deal with instance of fraud and mismanagement, if any.

20. 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 Company's .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 Board Directors and the designated employees have confirmed compliance with the Code.

21. Auditors and Auditors Report

(a) Statutory Auditor

Pursuant to Section 139(1) M/s. K L. Singhee& Co., Chartered Accountants, (FRN No.30312 IB), were appointed as statutory auditor of the Company in 53rd Annual General Meeting (AGM) for three consecutive AGM of the Company and they hold office until the conclusion of Annual General Meeting of the Company to be held in calendar year 2017. Necessary resolution for ratification of their appointment has been included in the Notice convening the ensuing Annual General. Meeting.

The Qualification made by the Auditors in their Report dated 2nd June, 2015, in the "Qualified opinion" are explained as under:

a. Regarding non-provision for Doubtful Debtors-

I. Sundry Debtors, amounting to Rs. 2,134,761/- are in litigation at the Hon'ble High Court, Mumbai and the management is hopeful of arriving at a out of Court settlement with the debtor. Hence, the same is not provided in the accounts.

IL An amount Rs. 310,408/- is recoverable towards statutory dues from a government organization which is disputed by them and is in litigation and the management is hopeful of recovering the dues.

b. In respect of Investments in quoted shares which are not actively traded on stock exchange the management is confident that the realizable value of these investments is atleast 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. ND Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company, The Report of the Secretarial Audit Report is annexed herewith as "Annexure Bri to this Report,

The Secretarial Audit Report does contained one qualification, Le. no separate meeting of Independent Directors happened during the year under review, however there are no reservations or adverse remarks. For the qualification Board has replied above in point no.14,

(c) Cost Auditor and Cost Audit Report

Cost Audit is not applicable to your Company,

22. Statement Pursuant to Listing Agreement

The Company's Equity shares are listed at Bombay Stock Exchange Limited, The Annual listing fee for the year 2014-15 has been paid.

23. Corporate Governance

Pursuant to Listing Agreement, Corporate Governance is not applicable to Company; however,the Company is committed to maintain the highest standards of Corporate Governance as set out by SEBI as good corporate governance. The Report on composition of Committees and meeting of committees as stipulated under Clause 49 and Section 177 of the Companies Act, 2013, forms part of the Directors Report as an "Annexure B".

24. 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.

25. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

26. Cash flow statement

The Cash flow statement for the year 2014-15 is part of Balance sheet.

27, 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 co-operation 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

H K Jajodia Place : Mumbai, Director Dated : 21st August 2015 (DIN: 00075508)




Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Fifty Third Annual General Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS 2013-2014 2012-2013 Rs. Rs.

Operating Profit/(Loss) Before Depreciation (2,460,745) 3,422,442

Add / (Less) : Depreciation 878,746 (739,140)

Net Profit / (Loss) Before Tax (3,339,491) 2,683,302

Add / (Less): Provision for Tax -

For Current Year (805) (240,541)

For Deferred Tax 38,845 (137,598)

Net Profit after Tax (3,377,531) 2,305,163

Surplus Brought Forward 22,548,013 20,242,850

Surplus Carried to Balance Sheet 19,170,482 22,548,013

Basic / Diluted Earning Per Share (5.63) 3.84

OPERATIONS

During the year under review, the Company has incurred a net loss of Rs.3,339,491 as against profit of Rs.2,683,302 in the immediately preceding financial year. The loss during the year is mainly on account of decrease in rental income from 100.80 Lakhs to Rs. 24.40 Lakhs.

The Sublease agreement for the Taratalla Premises has expired during the financial year under consideration and Oil & Natural Gas Corporation Ltd. (ONGC) has vacated the premises during the current financial year 2013-14. The Directors are making all efforts for optimum utilization of the premises to generate maximum revenue.

DIVIDEND

The Company has not earned any profit during the year under review, and therefore, your Directors do not recommend payment of any Dividend.

DIRECTORATE

Shri Harish Kumar Jajodia retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Shri Ram Kishore Choudhury and Shri Ashok Kumar Jajodia who are Independent Directors of the Company holds office till the conclusion of this Annual General Meeting. The Company has received requisite notice in writing from 2 Members proposing Shri Ram Kishore Choudhury and Shri Ashok Kumar Jajodia for appointment as Independent Directors.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013, and the Articles of Association of the Company, Smt. Krishna Jaisingh Jain was appointed as an Additional Director designated as an Independent Director with effect from 25th August, 2014, and she shall hold office upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a Member proposing Smt. Krishna Jaisingh Jain for the appointment as an Independent Director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under Sub-section (6) of Section 149 of the Companies Act, 2013, and under Clause 49 of the Listing Agreement with the Stock Exchanges.

INVESTOR SERVICES CENTRE

The securities of your company are listed in Mumbai Stock Exchange. The Investor Services Centre of the Company is with M/s. Sharex Dynamic (India) Pvt. Ltd., Unit No.1, Luthra Industrial Premises, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai - 400 072 who continue to provide prompt Investor Services through Quick Resolution of Investor grievances.

Your Company''s shares are tradable in electronic form and your Company has established connectivity with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd., (CDSL). Shareholders of the Company are requested to avail this facility of keeping their holdings in electronic form in their respective Demat Account in order to facilitate easy transfer of shares.

DIRECTORS RESPONSIBILITY STATEMENT

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956, in the preparation of the Annual Accounts: * *

a) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given;

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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) 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 Accounts have been prepared on a going concern basis.

PARTICULARS PRESCRIBED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT

Information pursuant to Section 271 (1 )(e) regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the Company.

AUDITORS'' QUALIFICATION

The Qualifications made by the Auditors in their Report dated 27th May, 2014 in the "opinion" are explained as under.

Regarding non-provision for Doubtful Debtors -

Sundry Debtors, amounting to Rs.2,134,761 are in litigation at the Hon''ble High Court, Mumbai and the management is hopeful of arriving at a out of Court settlement with the Debtor. Hence, the same is not provided in the accounts.

AUDITORS

M/s. K.L. Singhee & Co., Chartered Accountants, the Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible have offered themselves for re-appointment.

The Company has received a Letter from M/s. K. L. Singhee & Co, to the effect that their re-appointment, if made, would be within the prescribed limits u/s 141 (3) (g) of the Companies Act, 2013, and that they are not disqualified for re-appointment.

PARTICULARS OF THE EMPLOYEES

The particulars of employees under the provision of section 217(2A) of the Companies Act, 1956 are not given as no employee was in receipt of remuneration exceeding the limits specified in rule 1A of the Companies (particulars of employees) Rules, 1975 as amended from time to time whether employed for the full year or for part of the year.

Dated: 25th day of August, 2014 Registered Office: By Order of the Board of Directors

Warden House Pradyumga Jajodia Padmanat h Jajodia 340, J.J. Road, Byculla Director Director Mumbai 400 008.


Mar 31, 2013

TO THE SHAREHOLDERS

The Directors have pleasure in presenting their Fifty Second Annual General Report together with the Audited Statement of Accounts for the year ended 31 st March, 2013.

FINANCIAL RESULTS 2012-2013 2011-2012 Rs. Rs.

Operating Profit/(Loss) Before Depreciation 3,422,442 4,823,007

Add /(Less): Depreciation (739,140) (320,434)

Net Profit / (Loss) Before Tax 2,683,302 4,502,573

Add / (Less): Provision for Tax -

For Current Year (240,541) (652,000)

For Deferred Tax (137,598) 6,022

Net Profit after Tax 2,305,163 3,856,595

Surplus Brought Forward 20,242,850 16,386,255

Surplus Carried to Balance Sheet 22,548,013 20,242,850

Basic/Diluted Earning Per Share 3.84 6.43

OPERATIONS

During the year under review, the Company has earned a net profit of Rs.2,683,302 as against Rs.4,502,573 in the immediately preceding financial year. The decrease in Profit is due to major expenditure on repairs & maintenance and loss on sale of Investments.

The Sublease agreement forthe Taratalla Premises has expired during the year and Oil & Natural Gas Corporation Ltd (ONGC) has vacated the premises. The Directors are making all efforts for optimum utilization of the premises to generate maximum revenue.

DIVIDEND

Although the Company has earned profit during the year under review, your Directors do not recom- mend payment of any Dividend in order to conserve the funds for future growth of the Company.

DIRECTORATE

Mr. Padmanabh Jajodia retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Mr.Ashok Kumar Jajodia retires by rotation atthe forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

INVESTOR SERVICES CENTRE

The securities of your company are listed in Mumbai Stock Exchange. The InvestorServices Centre ofthe Company is with M/s. Sharex Dynamic (India) Pvt. Ltd., UnitNo.1, Luthra Industrial Premises, Andheri Kurla Road, Safed Pool.Andheri (East), Mumbai - 400 O72.who continue to provide prompt Investor Services through Quick Resolution of Investor grievances.

Your Company shares are tradable in electronic form and your Company has established connec- tivity with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Deposi- tory Services (India) Ltd., (CDSL). Shareholders of the Company are requested to avail this facility of keeping their holdings in electronic form in their respective DematAccount in order to facilitate easy trahsferof shares.

DIRECTORS RESPONSIBILITY STATEMENT

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956, In the preparation of the Annual Accounts:

a) the applicable accounting standards have been followed and wherever required, proper explana- tions relating to material departures have been given;

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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) 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 pre- venting and detecting fraud and other irregularities;

d) the Accounts have been prepared on a going concern basis.

PARTICULARS PRESCRIBED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT

Information pursuant to Section 271(1)(e) regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the Company.

AUDITORS'' QUALIFICATION

The Qualifications made by the Auditors in their Report dated 30th May, 2013 in the "opinion" are explained as under:

Regarding non-provision for Doubtful Debtors -

Sundry Debtors, amounting to Rs.2,134,761 are in litigation at the Hon''ble High Court, Mumbai and the management is hopeful of recovering all the outstanding dues. Hence, the same is not provided in the accounts.

AUDITORS

M/s. K.L. Singhee & Co., Chartered Accountants, the Auditors ofthe Company retire at the conclu- sion of this Annual General Meeting and being eligible have offered themselves for re-appointment.

PARTICULARS OF THE EMPLOYEES

The particulars of employees under the provision of section 217(2A) of the Companies Act, 1956are not given as no employee was in receipt of remuneration exceeding the limits specified in rule 1A of the Companies (particulars of employees) Rules.1975 as amended from time to time whether em- ployed for the full year or for part of the year.

Dated: 31st May, 2013 Reaistered Office: By Order of the Board of Directors Warden House 340, J.J.Road, Byculla Mumbai 400 008 H. K. Jajodia Pradyumna Jajodia Director Director.


Mar 31, 2012

The Directors have pleasure in presenting their Fifty First Annual General Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS 2011-2012 2010-2011 Rs. Rs.

Operating Profit/(Loss) Before Depreciation 4,823,007 3,889,340

Add/(Less): Depreciation (320,434) (312,509)

Net Profit / (Loss) Before Tax 4,502,573 3,576,831

Add / (Less): Provision for Tax -

For Current Year (652,000) (603,021)

For Deferred Tax 6,022 (2,174)

Net Profit after Tax 3,856,595 2,971,636 Add/(Less)

Surplus Brought Forward 16,386,255 13,414,619

Surplus Carried to Balance Sheet 20,242,850 16,386,255

Basic / Diluted Earning Per Share 6.43 4.95



OPERATIONS

During the year under review, the Company has earned a net profit of Rs.4,502,573 as against Rs.3,576,831 in the immediately preceding financial year. The profit during the year has shown a healthy growth.

Your Directors are hopeful that the Company will be able to fare much better during the current year. DIVIDEND

Although the Company has earned profit during the year under review, your Directors do not recommend payment of any Dividend in order to conserve the funds for future growth of the Company.

DIRECTORATE

Mr. Harish Kumar Jajodia retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Pradyumna Jajodia, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

INVESTOR SERVICES CENTRE

The securities of your company are listed in Mumbai Stock Exchange. The Investor Services Centre of the Company is with M/s. Sharex Dynamic (India) Pvt. Ltd., Unit No.1, Luthra Industrial Premises, Andheri Kurla Road, Safed Pool.Andheri (East), Mumbai - 400 O72.who continue to provide prompt Investor Services through Quick Resolution of Investor grievances.

Your Company's shares are tradable in electronic form and your Company has established connectivity with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd., (CDSL). Shareholders of the Company are requested to avail this facility of keeping their holdings in electronic form in their respective Demat Account in order to facilitate easy transferofshares.

DIRECTORS RESPONSIBILITY STATEMENT

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956, In the preparation of the Annual Aocounts:

a) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given;

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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) 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 Accounts have been prepared on a going concern basis.

PARTICULARS PRESCRIBED UNDER SECTION 217(1Xe) OF THE COMPANIES ACT

Information pursuant to Section 271 (1 )(e) regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the Company.

AUDITORS'QUALIFICATION

The Qualifications made by the Auditors in their Report dated 13th August, 2012, vide Note No.2.11 are explained as under:

Regarding non-provision for Doubtful Debtors -

Sundry Debtors, amounting to Rs.2,134,761 are in litigation at the Hon'ble High Court, Mumbai and the management is hopeful of recovering all the outstanding dues. Hence, the same is not provided in the accounts.

AUDITORS

M/s. K.L. Singhee & Co., Chartered Accountants, the Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible have offered themselves for re-appointment.

PARTICULARS OF THE EMPLOYEES

The particulars of employees under the provision of section 217(2A) of the Companies Act, 1956 are not given as no employee was in receipt of remuneration exceeding the limits specified in rule 1A of the Companies (particulars of employees) Rules,1975 as amended from time to time whether employed for the full year or for part of the year.

Dated: 14th day of August, 2012

Registered Office: By Order of the Board of Directors

Warden House .

340, J.J.Road, Byculla

Mumbai 400 008. H. K. Jajodia Pradyumna Jajodia

Director Director.

 
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