new link 32nd report 2016-201 - bombay stock exchange · sayali sohoni director ravindra bedekar...

2016-2017

32nd

Corporate Information.................................. 1

Notice........................................................... 2

Board's Report............................................. 10

Secretarial Audit Report............................... 25

Auditors' Report........................................... 29

Balance Sheet............................................. 34

Profit & Loss A/c.......................................... 35

Notes forming part of the Accounts............. 43

Cash Flow Statement.................................. 50

32nd

B. V. RETAREKAR CHAIRMAN

S.G. THAKUR MANAGING DIRECTOR

S. B. DHATRAK DIRECTOR

D. U. SHAH DIRECTOR

SAYALI SOHONI DIRECTOR

RAVINDRA BEDEKAR CHIEF FINANCIAL OFFICER

BHUSHAN JOSHI COMPANY SECRETARY

32 ANNUAL REPORT 2016-2017nd

NOTICE

ORDINARY BUSINESS:

Notice is hereby given that the 32 AnnualGeneral Meeting of the Members of

will be held at NIAHall, Plot No. 134/1, GIDC Estate, Opp.Shopping Centre, Nandesari – 391 340,Dist. Vadodara on Thursday, 28thSeptember, 2017 at 11.00 a.m. to transactthe following business:

nd

LinkPharma Chem Limited

To consider and adopt the AuditedFinancial Statements for the FinancialYear ended March 31, 2017 and theReports of the Board of Directors andAuditors thereon.

To appoint Mr. S G Thakur, who retires byrotation and being eligible offers himselffor re-appointment.

To consider and if thought fit, to pass withor without modification(s), the followingresolution as an Ordinary Resolution:

pursuant to theprovisions of Sections 139, 142 and otherapplicable provisions, if any, of theCompanies Act, 2013 and Rules framedthereunder (including any statutorymodification(s) or re-enactments thereoffor the time being in force) M/s. SanjayS o n i & A s s o c i a t e s , C h a r t e r e dAccountants registered with the Instituteof Chartered Accountants of India (ICAI)vide registration number 113251W, beand are hereby appointed as StatutoryAuditors of the Company (in place of M/s.Khedkar & Co., Chartered Accountants,the retiring Auditors) for a term of fiveyears commencing from the Company'sfinancial year ending March 31, 2018 tohold office from the conclusion of the 32Annual General Meeting of the Company

“RESOLVED THAT

nd

till the conclusion of the 37 AnnualGeneral Meeting (subject to ratification oftheir appointment by the Members atevery intervening Annual GeneralMeeting held after this Annual GeneralMeeting) on such remuneration plusservice tax, out-of-pocket expenses, asmay be mutually agreed upon by theBoard of Directors and the StatutoryAuditors.

the Boardof Directors of the Company (including itsCommittee thereof) be and are herebyseverally authorized to do all such actsand take all such steps as may beconsidered necessary, proper orexpedient to give effect to thisResolution.”


pursuant to theprovisions of Section 196, 197, 203 andany other applicable provisions of theCompanies Act , 2013 and theC o m p a n i e s ( A p p o i n t m e n t a n dRemuneration of Managerial Personnel)Rules, 2014, read with Schedule V to theCompanies Act, 2013 (including anystatutory modifications or re-enactmentthereof, for the time being in force), andpursuant to recommendation of theNomina t i on and Remunera t i onCommittee and approval of the Board ofDirectors, at their respective meetings,both held on 30 May, 2017 and otherapplicable provisions, if any, as may benecessary, the consent of the Companybe accorded to the reappointment ofMr. Satish G Thakur as a ManagingDirector of the Company, for further

th

th

RESOLVED FURTHER THAT

SPECIAL BUSINESS:

“RESOLVED THAT

01

02

0304

period of five years with effect from01.07.2017 on the terms and conditionsand remuneration and perquisitespayable as under :

( ) SALARY: Rs. 3,50,000 per month

( ) OTHER TERMSAND CONDITIONS:

Mr. Satish Thakur shall be free to resignhis office by giving three calendar months'notice in writing to the Company. Mr.Satish Thakur shall be entitled tocompensation for loss of office inaccordance with the provisions of Section202 of the Act, if at any time his office isdetermined before the expiry of his term ofoffice.

notwithstanding anything to the contraryherein contained, where in any financialyear during the currency of his tenure, thecompany has no profits or its profits areinadequate, remuneration by way ofsalary, perquisites and other allowancesor any combination thereof shall notexceed the aggregate of the annualremuneration as provided above or themaximum remuneration payable as perthe limits set out in Section II of Part II ofSchedule V of the Companies Act, 2013,whichever is lower, unless otherwisedetermined by Board of Directors.

the term ofoffice of Mr. Satish G Thakur as aManaging Director of the Company shallbe subject to retirement by rotationpursuant to the applicable provisions ofthe CompaniesAct, 2013.

the Boardof Directors (“the Board” which term shallbe deemed to mean and include anyCommittee constituted by the Board) be

a

b

R E S O LV E D F U R T H E R T H AT




3

and is hereby authorized to take suchsteps and do such acts, deeds and thingsas may be necessary or desirable to giveeffect to this Resolution and mattersincidental thereto.”


pursuant to theprovisions of Section 196, 197, 203 andany other applicable provisions of theCompanies Act , 2013 and theC o m p a n i e s ( A p p o i n t m e n t a n dRemuneration of Managerial Personnel)Rules, 2014, read with Schedule V to theCompanies Act, 2013 (including anystatutory modifications or re-enactmentthereof, for the time being in force), andpursuant to recommendation of theNomina t ion and Remunera t ionCommittee and approval of the Board ofDirectors, at their respective meetings,both held on 30 May, 2017 and otherapplicable provisions, if any, as may benecessary, the consent of the Companybe accorded to the reappointment ofMr. Balvant V Retarekar as an ExecutiveChairman & Whole-time Director of theCompany, for further period of five yearswith effect from 01.07.2017 on the termsand conditions and remuneration andperquisites payable as under:

( ) SALARY: Rs. 3,50,000 per month

( ) OTHER TERMSAND CONDITIONS:

Mr. Balvant V Retarekar shall be free toresign his office by giving three calendarmonths' notice in writing to the Company.Mr. Balvant V Retarekar shall be entitledto compensation for loss of office inaccordance with the provisions ofSection 202 of the Act, if at any time his

“RESOLVED THAT

th

a

b

05


4

office is determined before the expiry ofhis term of office.

notwithstanding anything to the contraryherein contained, where in any financialyear during the currency of his tenure, theCompany has no profits or its profits areinadequate, remuneration by way ofsalary, perquisites and other allowancesor any combination thereof shall notexceed the aggregate of the annualremuneration as provided above or themaximum remuneration payable as perthe limits set out in Section II of Part II ofSchedule V of the Companies Act, 2013,whichever is lower, unless otherwisedetermined by Board of Directors.

R E S O LV E D F U R T H E R T H AT



B.V.RETAREKARCHAIRMAN

the term ofoffice of Mr. Balvant V Retarekar as anExecutive Chairman & Whole-time Director ofthe Company shall be subject to retirement byrotation pursuant to the applicable provisionsof the CompaniesAct, 2013.

the Board ofDirectors (“the Board” which term shall bedeemed to mean and include any Committeeconstituted by the Board) be and is herebyauthorized to take such steps and do suchacts, deeds and things as may be necessaryor desirable to give effect to this Resolutionand matters incidental thereto.”

By the Order of Board of Directors ofLINK PHARMA CHEM LIMITED

Regd. Office:

Place:Date:CIN:E-mail:

162, GIDC Estate, Nandesari,Dist. Vaddoara

Vadodara30.05.2017

[email protected]

Notes:

1. The Explanatory Statement setting out materialfacts, pursuant to Section 102 of the CompaniesAct, 2013, in respect of the Special Businessesunder Item Nos. 4 & 5 of the accompanyingNotice is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTEAT THE MEETING IS ENTITLED TO APPOINTAPROXY TO ATTEND AND VOTE INSTEAD OFHIMSELF/HERSELF AND THE PROXY NEEDNOT BE A MEMBER OF THE COMPANY. Aperson can act as proxy on behalf of membersnot exceeding fifty (50) in number and holding inthe aggregate not more than ten percent (10%) ofthe total share capital of the Company carryingvoting rights. A member holding more than tenpercent of the total share capital of the Companycarrying voting rights may appoint a singleperson as proxy and such person cannot act as aproxy for any other person or shareholder.Proxies in order to be effective, should bedeposited at the Registered Office of theCompany, duly completed and signed, not lessthan forty eight hours before the commencementof the Meeting. Proxies submitted on behalf of thecompanies, societies etc., must be supported byan appropriate resolution/authority, asapplicable.Aproxy form is attached hereto.

3. Corporate Members are required to send acertified copy of the Board Resolution, pursuantto Section 113 of the Companies Act, 2013,authorizing their representatives to attend andvote on their behalf at the Meeting.

4. M e m b e r s , P r o x i e s a n d A u t h o r i s e dRepresentatives are requested to bring to themeeting, the attendance slip enclosed herewith,duly completed and signed mentioning thereindetails of their DP ID and Client ID/ Folio No.Duplicate attendance slip or copies of the Reportand Accounts will not be made available at theAGM venue.

5. A brief resume of each of the directors proposedto be appointed / re-appointed, nature of theirexpertise in specific functional areas, names ofCompanies in which they hold directorships andmemberships / chairmanships of BoardCommittees, shareholding and relationshipsbetween directors inter se as stipulated under

Regulation 36 of the SEBI (Listing Obligationsand Disclosures Requirements) Regulations,2015, and Clause 1.2.5 of Secretarial Standards-2 on General Meetings, are provided in Details ofDirectors seeking Appointment/ Reappointmentat the Annual General Meeting is annexedherewith as

6. The Register of Members and Share TransferBooks of the Company will remain closed fromFriday, 22nd September, 2017 to Thursday, 28thSeptember, 2017 (both days inclusive).

7. Members are requested to furnish or update theire-mail IDs with the Registrar for sending the softcopies of the Annual Report of the Company asrequired vide circular no. 17/2011 dated April 21,2011 and circular no. 18/2011 dated April 29,2011 issued by the Ministry of Corporate Affairsand to avail remote e-voting facility in respect ofthe resolutions which would be passed at theGeneral Meetings of the Company.

8. Members holding shares in more than one folio inthe same order of name(s) are requested to sendthe details of their folios along with the ShareCertificates so as to enable the Company toconsolidate their holdings into one folio.

9. Members are requested to notify immediately:(a) any change in their residential address(b) Income-Tax permanent Account Number(PAN).(c) Bank details - Name and address of the Bank;A/c No.; type ofA/c(d) E-mail ID for receiving all communicationincluding Annual Report, Notices, and Circularsetc. from the Company electronically.

10. Members seeking any information or clarificationwith regard to the accounts are requested to writeto the Company at least TEN DAYS in advance ofthe meeting so that the information required canbe made readily available at the Meeting.

11. The Company has created an exclusive e-mailId: [email protected] for quick redressalof shareholders/investors grievances.

12.

Pursuant to Section 108 of the Companies Act,2013 read with Rule 20 of the Companies

Annexure 1.

E-Voting:


5

followed by 8 Digits Client ID,c. Members holding shares in Physical

Form should enter Folio Numberregistered with the Company.

(vi) Next enter the Image Verification asdisplayed and Click on Login.

(vii) If you are holding shares in demat formand had logged on to www.evotingindia-.com and voted on an earlier voting of anycompany, then your existing password is tobe used.

(viii) If you are a first time user follow the stepsgiven below:

PAN Enter your 10 digit alpha-numeric *PANissued by Income Tax Department(Applicable for both demat shareholdersas well as physical shareholders)

Members who have not updated theirPAN with the Company/DepositoryParticipant are requested to use thesequence number which is printed onAddress sticker affixed on AnnualReport.

DOB Enter the Date of Birth as recorded in yourdemat account or in the company recordsfor the said demat account or folio indd/mm/yyyy format.

Dividend Enter the Dividend Bank Details asBank recorded in your demat account or in theDetails company records for the said demat

account or folio.Please enter the DOB or Dividend BankDetails in order to login. If the details arenot recorded with the depository orcompany please enter the member id /folio number in the Dividend Bankdetails field as mentioned in instruction(iv).

(ix)

For Members holding shares in DematForm and Physical Form

•

•

After entering these details appropriately,click on “SUBMIT” tab.

(x) Members holding shares in physical formwill then directly reach the Companyselection screen. However, Membersholding shares in demat form will now reach'Password Creation' menu wherein theyare required to mandatorily enter their loginpassword in the new password field. Kindly


6

(Management and Administration) Rules, 2014and Regulation 44 of SEBI (Listing Obligationsand Disclosure Requirements)Regulations, 2015, as amended from time totime, the Company is pleased to provide itsmembers the facility of 'remote e-voting' (e-voting from a place other than venue of theAGM)to exercise their right to vote at the 32nd AGM.The business may be transacted through e-voting services rendered by Central DepositoryServices (India) Limited (CDSL).

The facility for voting, either through electronicvoting system or through ballot/polling papershall also be made available at the venue of the32ndAGM. The Members attending the meeting,who have not already cast their vote throughremote e-voting shall be able to exercise theirvoting rights at the meeting. The Members whohave already cast their vote through remote e-voting may attend the meeting but shall not beentitled to cast their vote again at theAGM.

The Company has appointed Mr. Vijay Bhatt,Practicing Company Secretary as the Scrutinizerfor conducting the remote e-voting and the votingprocess at the AGM in a fair and transparentmanner.

(i) The voting period begins on Monday, 25thSeptember, 2017 at 10.00 a.m. and ends onWednesday, 27th September, 2017 at 5.00p.m. During this period shareholders' of theCompany, holding shares either in physicalform or in dematerialized form, as onThursday, 21st September, 2017 (cut-offdate) may cast their vote electronically. Thee-voting module shall be disabled by CDSLfor voting thereafter.

(ii) Shareholders who have already voted priorto the meeting date would not be entitled tovote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID

Electronic Voting Sequence Number (EVSN):170826012

The instructions for shareholders votingelectronically are as under:


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note that this password is to be also usedby the demat holders for voting forresolutions of any other provided thatcompany opts for e-votingthrough CDSLplatform. It isstrongly recommended not toshare your password with any other personand take utmost care to keep yourpassword confidential.

(xi) For Members holding shares in physicalform, the details can be used only for e-voting on the resolutions contained in thisNotice.

(xii) Click on the EVSN of Link Pharma ChemLimited.

(xiii) On the voting page, you will see“RESOLUTION DESCRIPTION” andagainst the same the option “YES/NO” forvoting. Select the option YES or NO asdesired. The option YES implies that youassent to the Resolution and option NOimplies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” ifyou wish to view the entire Resolutiondetails.

(xv) After selecting the resolution you havedecided to vote on, click on “SUBMIT”. Aconfirmation box will be displayed. If youwish to confirm your vote, click on “OK”,else to change your vote, click on“CANCEL” and accordingly modify yourvote.

(xvi) Once you “CONFIRM” your vote on theresolution, you will not be allowed to modifyyour vote.

(xvii) You can also take a print of the votes castby clicking on “Click here to print” option onthe Voting page.

(xviii)If a demat account holder has forgotten thelogin password then Enter the User ID andthe image verification code and click onForgot Password & enter the details asprompted by the system.

(xix) Shareholders can also cast their vote usingCDSL's mobile app m-Voting available forall mobile users. Please follow theinstructions as prompted by the mobile appwhile voting on your mobile.

(xx) Note for Non-Individual Shareholders andCustodians:Non-Individual shareholders (i.e. otherthan Individuals, HUF, NRI etc.) andCustodian are required to log on to

and registerthemselves as Corporates.

•

www.evotingindia.com

•

• A

•

•

A scanned copy of the Registration Formbearing the stamp and sign of the entityshould be emailed to

fter receiving the login details aCompliance User should be created usingthe admin login and password. TheCompliance User would be able to link theaccount(s) for which they wish to vote on.The list of accounts linked in the loginshould be emailed to [email protected] and on approval of theaccounts they would be able to cast theirvote.A scanned copy of the board resolution andpower of attorney (POA) which they haveissued in favour of the Custodian, if any,should be uploaded in PDF format in thesystem for the scrutinizer to verify the same.

(xxi) In case you have any queries or issuesregarding e-voting, you may refer theFrequently Asked Questions (“FAQs”) ande - v o t i n g m a n u a l a v a i l a b l e a t

, under help sectionor write an email to

.13.

[email protected]

www.evotingindia.com

[email protected]

.

In terms of the Circulars No. 17/2011 of 21stApril,2011 and 18/2011 of 29th April, 2011 issued bythe Ministry of Corporate Affairs (MCA) as part ofits "green initiative in Corporate Governance",MCA allows paperless compliances includingservice of a notice/document by Companies totheir Members through electronic mode.Therefore, as was done last year, the Companyproposes to send documents required to be sentto Members like notices of general meetings(including AGM), Audited Financial Statements,Report of the Directors and IndependentAuditor's Report etc. to the Members in electronicform to the e-mail IDs provided by them andmade available to the Company by theDepositories. This will also ensure prompt receiptof communication and avoid loss in postal transit.These documents will also be available on theCompany's website www.linkpharmachem.co.infor download by the Members. The physicalcopies of the Annual Report will be madeavailable upon receipt of a requisition from theMembers, any time as a Member of theCompany.

Members who have not registered their emailaddresses so far are requested to register theire-mail address so that they can receive theAnnual Report and other communications fromthe Company electronically.


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ANNEXURE TO NOTICEEXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESSES PURSUANT TO SECTION102 OF THE COMPANIESACT, 2013

Item No. 4:

Item No. 5:

By the Order of Board of Directors ofLINK PHARMA CHEM LIMITED

Place:

Date:

B.V.RETAREKARCHAIRMAN

The term of appointment of Mr. Satish Thakur, Managing Director expired on 30th June, 2017. He wasreappointed by the Board of Directors on 30th May, 2017 for 5 years with effect from 01st July, 2017 subject toapproval of the members at the ensuing Annual General Meeting on the terms and conditions as mentioned inthe Ordinary Resolution set out in the Notice. The re-appointment of Mr. Satish Thakur will be in accordancewith Sections 196, 197 and other applicable provisions, if any, read with provisions of Schedule V of theCompaniesAct, 2013 without requiring the approval of Central Government.

The Directors recommend the Ordinary Resolution no. 4 for your approval.

Except Mr. Satish Thakur, none of the Directors' of the Company are concerned or interested in the saidResolution.

The term of appointment of Mr. Balvant Retarekar, Whole-time Director expired on 30th June, 2017. He wasreappointed by the Board of Directors on 30th May, 2017 for 5 years with effect from 01st July, 2017 subject toapproval of the members at the ensuing Annual General Meeting on the terms and conditions as mentioned inthe Ordinary Resolution set out in the Notice. The re-appointment of Mr. Balvant Retarekar will be inaccordance with Sections 196, 197 and other applicable provisions, if any, read with provisions of Schedule Vof the CompaniesAct, 2013 without requiring the approval of Central Government.

The Directors recommend the Ordinary Resolution no. 5 for your approval.

Except Mr. Balvant Retarekar, none of the Directors' of the Company are concerned or interested in the saidResolution.

Vadodara

30.05.2017


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Annexure 1

DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT/APPOINTMENT AT THEFORTHCOMING ANNUAL GENERAL MEETING

[In pursuance of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and Clause 1.2.5 of SecretarialStandards-2 on General Meetings]

Name of the Director Mr. Satish G Thakur Mr. Balvant V Retarekar

DIN 00292129 00292197

Date of Birth 01.12.1951 11.03.1955

Date of appointment on theBoard

28.12.1984 i.e. date of incorporationof the Company

28.12.1984 i.e. date ofincorporation of the Company

Qualifications B.Sc., L. Tech, Mumbai M.Sc.

Experience and Expertise More than 40 years of experience inrunning the business of chemicals ofvaried types. He has expertise ofdesigning of project and ifsdevelopment.

Around 35 years of experience inrunning the business of chemicalsand Company management.. Hehas expertise identifying andtechno commercial evaluation ofprospective products includingResea rch & Deve lopmen tactivities

Number of Meetings of theBoard attended during theyear.

6 out of 6. 6 out of 6.

List of Directorship /Membership / Chairmanshipof Committees of otherBoard.

Directorship:Indo Transition Metals Private

Limited

Committee Membership: Nil

Committee Chairmanship: Nil

Directorship:Posdesk Technologies Private

Limited

Committee Membership: Nil

Committee Chairmanship: Nil

Shareholding in Link PharmaChem Limited

654410 Equity Shares 569375 Equity Shares

Relat ionship wi th otherDirectors and other KeyManagerial Personnel of theCompany

NA NA

BOARD'S REPORT

FINANCIAL HIGHLIGHTS :

FOR THEYEAR

ENDED

Dear Members,

(Rs. in Lacs)

SALES 1335.83

OTHER INCOME 7.29 274.15

PROFIT/ (LOSS) BEFORE,258.19

AND TAX

INTEREST

14.75

PROFIT AFTER TAXATION 29.08 59.22

Your Directors take pleasure in presenting the 32ndAnnual Report together with Audited FinancialStatements for the year ended March 31, 2017.

The performance during the period ended 31stMarch, 2017 has been as under:

1780.97

79.90

DEPRECIATIO 82.89 93.31

In view of meagre profit earned for the year underreview, your Directors do not recommend anydividend.

The Company's main business was to manufactureorganic intermediates which are used inpharmaceuticals, agro and specialty chemicalindustries.

PARTICULARS

DIVIDEND:

MANAGEMENT DISCUSSIONANDANALYSIS:

A. Industry Structure and Developments:

FOR THEYEAR

ENDED31.03.2017 31.03.2016

INTEREST, DEPRECIATION 209.19

PROVISION FOR TAXATION(DEFEERED & CURRENT TAX) 17.32

90.91


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B. Opportunities and Threats:

C. Performance:

D. Outlook:

E. Risks & Concerns:

F. Internal Control Systems and theirAdequacy:

G.Human Resources/Industrial Relations Fronts:

Due to entry barrier of new producers, the Companyis better placed. However over dependence on fewerproducts is a matter of concern.Your Company believes that it has a competitiveedge in the market as the Company delivers timelyand quality products to its customers. The Companyhas long standing relationship with many of itscustomers and vendors. The Company also believesthat the real strength of the Company lies with itsemployees and they are the assets of the Company.

In spite of various restrictions as per environmentallaws, the Company has successfully utilized theexisting capacity in compliance with those laws.

Your Company is continuously working onstrengthening the business. Your Company has beensuccessfully executing major orders from variouscustomers and it has been enjoying the confidence ofall customers with repeat orders. Your Company hasembarked on improving margins in majority productsby reducing the various costs. The results of theseinitiatives are expected to improve the overallprofitability of the Company further during the comingyears..

Continuous upward trend in crude oil prices affectingraw material cost and stronger rupee are a matter ofconcern for the chemical exports.

The Company has an adequate system of internalcontrol to ensure compliance with policies andprocedures. The internal audit is done by anindependent firm of Chartered Accountants. Internalaudits are regularly carried out to review the internalcontrol systems. The internal audit reports along withrecommendations contained therein are reviewed bytheAudit Committee of the Board.

The Company had cordial relations with itsemployees and all problems were solved across thetable in a very congenial atmosphere. Your Directors


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wish to place on record their appreciation to all itsemployees for their sustained efforts and valuablecontribution.

Regulation 27 of the SEBI (Listing Obligation andDisclosure Requirements) Regulations, 2015 inconnection with Corporate Governance are notapplicable to the Company, since the paid-up capitalof the Company is less than Rs. 10 Crore and NetWorth of the Company is below Rs. 25 Crore.

The details forming part of the extract of the AnnualReturn in form MGT-9, as required under Section 92of the Companies Act, 2013, is annexed as Annexure-Aand forms an integral part of this Report.

A calendar of Meetings is prepared and circulated inadvance to the Directors. In the Financial Year 2016-2017, the Board met six times. The Meetings wereheld on May 30, 2016, August 08, 2016, September29, 2016, November 12, 2016, February 09, 2017and March 31, 2017. The interval between twoMeetings was well within the maximum periodmentioned under Section 173 of the Companies Act,2013 and Regulation 17(2) SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015.

To the best of their knowledge and belief andaccording to the information and explanationsobtained by them, your Directors make the followingstatements in terms of Section 134(3)(c) of theCompaniesAct, 2013.(a) that in the preparation of the annual accounts forthe year ended March 31, 2017 the applicableaccounting standards have been followed along withproper explanation relating to material departures; ifany;(b) that the Directors had selected such accountingpolicies and applied them consistently and madejudgments and estimates that are reasonable andprudent so as to give a true and fair view of the stateof affairs of the Company as at March 31, 2017 and ofthe profit of the Company for the year ended on thatdate;(c) that the Directors had taken proper and sufficientcare for the maintenance of adequate accounting

CORPORATE GOVERNANCE:

EXTRACT OFANNUAL RETURN :

BOARD MEETINGS:

DIRECTORS' RESPONSIBILITY STATEMENT:

records in accordance with the provisions of theCompanies Act, 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraudand other irregularities;(d) that the Directors had prepared the annualaccounts on a going concern basis;(e) that the Directors, in the case of a listed Company,had laid down internal financial controls to befollowed by the Company and that such internalfinancial controls are adequate and were operatingeffectively; and(f) that the Directors had devised proper systems toensure compliance with the provisions of allapplicable laws and that such systems wereadequate and operating effectively.

The Independent Directors have confirmed anddeclared that they are not disqualified to act as anIndependent Director in compliance with theprovisions of Section 149 of the CompaniesAct, 2013and the Board is also of the opinion that theIndependent Directors fulfil all the conditionsspecified in the Companies Act, 2013 making themeligible to act as Independent Directors.

Pursuant to the provisions of the Companies Act,2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, astructured questionnaire was prepared after takinginto consideration the various aspects of the Board'sfunctioning, composition of the Board and itsCommittees The Board has carried out an annualperformance evaluation of its own performance, theDirectors individually as well as evaluation of theworking of its Committees. The Board of Directorsexpressed their satisfaction with the evaluationprocess.

The Company has a judicious Combination ofExecutive and Non-Executive Directors.As on March31, 2017, the Board comprised of 5 Directors out ofwhich two are Executive Directors and three areIndependent Directors. The Chairman of the Board isan Executive Director.

As per the applicable provisions of the CompaniesAct, 2013, Shri S G Thakur, retire by rotation andbeing eligible offers himself for reappointment.

INDEPENDENT DIRECTORS DECLARATION:

BOARD OF DIRECTORS:

EVALUATION OF THE BOARD'S PERFORMANCE:


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Further, since the tenure of appointment of Shri S GThakur as a Managing Director of the Company, isexpiring on 30.06.2017, he has been re-appointed asa Managing Director, liable to retire by rotation, for afurther period of five years, w.e.f. 01.07.2017, by theBoard of Directors at their meeting held on 30th May,2017, subject to approval of the shareholders. Thetenure of appointment of Shri B V Retarekar as anExecutive Chairman of the Company, is expiring on30.06.2017, he has been re-appointed as anExecutive Chairman, liable to retire by rotation, for afurther period of five years, w.e.f. 01.07.2017, by theBoard of Directors at their meeting held on 30th May,2017, subject to approval of the shareholders.

Related party transactions that were entered duringthe financial year were on an arm's length basis andwere in the ordinary course of business. Transactionswith related parties entered by the Company in thenormal course of business are periodically placedbefore the Audit Committee for its omnibus approvaland the particulars of contracts entered during theyear as per Form AOC-2 is enclosed as Annexure"B".

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

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

Pursuant to the provisions of Section 139 of theCompanies Act, 2013, and Rules made thereunderthe term of office of M/s. Khedkar & Co., as theStatutory Auditors of the Company will conclude fromthe close of ensuing Annual General Meeting of theCompany. The Board of Directors places on record itsappreciation to the services rendered by M/s.

RELATED PARTY TRANSACTIONS:

PARTICULARS REGARDING CONSERVATIONOF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGSAND OUTGO:

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

AUDITORS:

(A) STATUTORYAUDITOR:

Khedkar & Co as the Statutory Auditors of theCompany. Subject to the approval of the Members,the Board of Directors of the Company hasrecommended the appointment of M/s. Sanjay Soni& Associates, Chartered Accountants (ICAI FirmRegistration Number 113251W) as the StatutoryAuditors of the Company pursuant to Section 139 ofthe Companies Act, 2013. Accordingly, the Boardrecommends the resolution in relation toappointment of StatutoryAuditors, for the approval bythe shareholders of the Company. There is no auditqualification for the year under review.

A Secretarial Audit was conducted during the year bythe Secretarial Auditor M/s. Vijay Bhatt & Co.,Company Secretaries. The Secretarial AuditorsReport is attached as Annexure 'E'. There are noqualifications or observations or remarks made bythe SecretarialAuditor in their Report.

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

Your Company does not fall within the purview ofSection 135 of the CompaniesAct, 2013.

The Company has not accepted any fixed depositsand accordingly no amount was outstanding as onthe date of the Balance Sheet.

The Company has not given any loans or guaranteesor made any investments as per Section 186 of theCompanies,Act 2013.

Disclosures required under Section 197 of theCompanies Act, 2013 read with Rule 5 of theCompanies (Appointment & Remuneration) Rules,2014 have been annexed asAnnexure "D".

(B) SECRETARIALAUDIT:

SUBSIDIARIES:

CORPORATE SOCIAL RESPONSIBILITY:

DEPOSITS:

PARTICULARS OF LOANS, GUARANTEES ANDINVESTMENTS:

DISCLOSURE UNDER RULE 5 OF COMPANIES(APPOINTMENT & REMUNERATION) RULES,2014:


13

D I S C L O S U R E U N D E R T H E S E X U A LHARASSMENT OF WOMEN AT WORK PLACE(PREVENTION, PROHIBITION & REDRESSAL)ACT, 2013:

The Company has safe and healthy workenvironment that enables its employees to workwithout fear, prejudices, gender bias and Sexualharassment and also set up guideline in line with therequirement of The Sexual Harassment of Women atworkplace (Prevention, Prohibition & Redressal) Act,2013.

During the financial year 2016-17, no complaint wasreceived under the policy.

PLACE: VADODARADATE : 30.05.2017

ACKNOWLEDGEMENTS:

FOR AND ON BEHALF OF THEBOARD OF DIRECTORS OFLINK PHARMA CHEM LTD.

B. V. RETAREKARCHAIRMAN

Your Directors wish to place on record theirappreciation, for the contribution made by theemployees at all levels. Your Directors also wish tothank its customers, suppliers, investors and bankersfor their continued support and faith reposed in theCompany.

Annexure "A" to the Board's Report

Extract of Annual ReturnForm No. MGT-9

AS ON THE FINANCIAL YEAR ENDED ON 31.03.2017

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I. REGISTRATIONAND OTHER DETAILS:

II. PRINCIPAL BUSINESSACTIVITIES OF THE COMPANY

Sr. Name and Description ofMain Products/Services the Product/

Service the company

III. PARTICULARS OF HOLDING, SUBSIDIARYANDASSOCIATE COMPANIES: NA

Sr. No. Name andAddress ofthe Company Associate

(i) CIN L24230GJ1984PLC007540

(ii) Registration Date 28.12.1984

(iii) Name of the Company Link Pharma Chem Limited

(iv) C a t e g o r y / S u b -category of the Company

(v) Address of the Registered Officewith Contact Details Phone No. 0265-2840448 Fax No. 0265-2841351

Email Id: [email protected]

(vi) Whether listed Company Yes

(vii) Name,Address and Contactdetails of Registrar and TransferAgents if any Akota, Vadodara-390 020

Phone: 0265-2356573/2356794E-mail id :Website :

(All the business activities contributing 10% or more of the total turnover of the Company shall be stated)

01. TDP 20119 46.84%

02. TCSA 21001 49.27%

NIL

Company Limited by share / Indian Non Government Company

162, GIDC Estate, Nandesari - 391 340 Dist. Vadodara

Link Intime India Pvt. LtdFirst Floor, Opp. HDFC Bank, Near Radhakrishna Char Rasta,

[email protected]

NIC Code of % to totalNo. turnover of

CIN/GLN Holding/ % of Shares ApplicableSubsidiary/ Held Section


14


15

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of No. of Shares held at the beginning No. of Shares held at the end of %Shareholders of the year[As on 31-March-2016] the year[As on 31-March-2017] Change

during

the

year

Sub - Total (A) (1)

(2) Foreign

Sub Total (A) (2) - - - - - - - - -

Total

shareholding of

Promoter

(A) =A)(1)+(A)(2)

B. Public

Shareholding

1. Institutions

Demat Physical Total % of Demat Physical Total % of

Total Total

Shares Shares

A. Promoters

(1) Indian

a) Individual/ HUF 0.55

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Banks / FI - - - - - - - - -

f)Any other - - - - - - - - -

NRIs - Individuals - - - - - - - - -

Other - Individuals - - - - - - - - -

Bodies Corporate - - - - - - - - -

(Foreign Promoter)

Banks FI - - - - - - - - -

Any Other - - - - - - - - -

a) Mutual Funds - 700 700 0.02 - 700 700 0.02 -

b) Banks / FI - - - - - - - - -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture - - - - - - - - -

Capital Funds

f) Insurance - - - - - - - - -

Companies

g) FIIs - - - - - - - - -

2038730 187050 2225780 50.12 2153622 96356 2249978 50.67

2038730 187050 2225780 50.12 2153622 96356 2249978 50.67 0.55

2038730 187050 2225780 50.12 2153622 96356 2249978 50.67 0.55


16

h) Foreign Venture - - - - - - - - -

Capital Funds

i) Others (specify) - - - - - - - - -

(Trust)

i) Indian

ii) Overseas - - - - - - - - -

i) Individual

shareholders

holding

nominal share

capital upto

Rs. 2 lakh

ii) Individual

shareholders - 7.43 -

holding nominal

share capital in

excess of

Rs 2 lakh

Non Resident

Indian (REPART)

C. Shares held

by Custodian for - - - - - - - - -

GDRs &ADRs

Grand Total

(A+B+C)

Sub-total (B)(1):- - 700 700 0.02 - 700 700 0.02 -

2. Non-Institutions

a) Bodies Corp.

b) Individuals

c) Others (specify)

Sub-total (B)(2):-

Total Public

Shareholding

(B)= B)(1)+(B)(2)

205102 5100 210202 4.73 216955 5100 222055 5.00 0.27

1070034 496977 1567011 35.29 1149714 482429 1632143 36.76 1.47

330126 330126 217898 217898 4.91 -2.52

Clearing Members 5041 - 5041 0.11 7154 - 7154 0.16 0.05

Foreign Nationals - - - - - - - - -

22303 57800 80103 1.80 20389 57800 78189 1.76 -0.04

Non Resident 1682 - 1682 0.04 4275 - 4275 0.09 0.05

Indian

(NON REPART)

Hindu Undivided 19923 - 19923 0.45 28076 - 28076 0.63 0.18

Family

Trusts - - - - - - - - -

Others (PAC) - - - - 100 - 100 - -

1654211 559877 2214088 49.86 1644561 545329 2189890 49.31 -0.55

1654211 560577 2214788 49.88 1644561 546029 2190590 49.33 -0.55

3692941 747627 4440568 3692941 3798183 642385 4440568 100.00 -

(ii) Shareholding of Promoters

Sr. Shareholder's Shareholding at the Share holding at the end ofNo Name of the year

Total 2225780 50.12 2249978 50.67

(iii) Change in Promoters' Shareholding (please specify, if there is no change):

Sr. Shareholding at the Cumulative ShareholdingNo. beginning of the year during the year

beginning the year

No. of % of total %of Shares No. of` % of % of Shares % changeShares Shares of Pledged / Shares Shares Pledged/ in share

the encumbered of the encumberedCompany to total company to total

shares shares

Himanshu Retarekar

total

1 Satish G Thakur 654410 14.74 - 654410 14.74 - -

2 Maya S Thakur 374405 8.43 - 397029 8.94 - 0.51

3 Balvant Retarekar 565827 12.74 - 569375 12.82 - 0.08

4 Neha Retarekar 465089 10.47 - 465089 10.47 - -

5 Nalini Thakur 33798 0.76 - - - - -

6 Ravindra Thakur 1287 0.03 - - - - -

7 Rishikesh Thakur 26527 0.60 - 26527 0.60 - -

8 Shrinivas Thakur 59010 1.33 - 92808 2.09 - 0.76

9 Mayank Retarekar 14935 0.34 - 14935 0.34 - -

10 15135 0.34 - 15135 0.34 - -

11 Hema Thakur 687 0.02 - - - - -

12 Sonia Thakur 14670 0.33 - 14670 0.33 - -

No. of % of total No. of % of totalshares shares of the shares shares of

company the company

At the beginning of the year 2225780 50.12 2249978 50.67

Date wise Increase / Decrease inPromoters Share holding during theyear specifying the reasons for There is no significant change during the year.increase / decrease (e.g. allotment /transfer / bonus/ sweat Equity etc.

At the End of the year As appearing in the cumulative No. of shares column

17


(iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders ofGDRs andADRs)

Sr. Shareholding at the Cumulative Shareholding

No. beginning of the year during the year

For Each of the Top 10 shareholders No. of % of total No. of % of totalshares shares of the shares shares of

company the company

(v) Shareholding of Directors and Key managerial Personnel:

Sr. Shareholding at the Shareholding at the Cumulative Shareholding

No. beginning of the year during the year

For Each of the Directors & KMP No. of % of total No. of % of totalshares shares of the shares shares of

company the company

Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase / Sale/Purchase from open market.decrease (e.g. allotment / transfer /bonus / sweat equity etc):

As appearing in the cumulative No. of shares column

At the beginning of the year

Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g. allotment / transfer /bonus/ sweat equity etc):

At the End of the year As appearing in the cumulative No. of shares column

1 Gurudev Marketing Pvt. Ltd. 170600 3.84 178300 4.02

2 Daksha Vishanji Kotak 82742 1.86 82742 1.86

3 Girdharilal Seksaria 50538 1.14 50538 1.14

4 Rajendta Nawal 38202 0.86 38202 0.86

5 Shankhajit Srimani 4965 0.11 26370 0.59

6 Rahul R Kshatriya 19054 0.43 20046 0.45

7 Dipak Chimanlal Sanghavi 17689 0.40 17689 0.40

8 Krishna Devi Katiyar - - 15500 0.35

9 Sannareddy Suresh Babu - - 15000 0.34

10 Dhaval Dipak Sanghavi 12625 0.28 12625 0.28

01 S G Thakur 654410 14.74 654410 14.74

02 B V Retarekar 565827 12.74 569375 12.82

03 S B Dhatrak - - -

04 Devang Shah 2315 0.05 - -

05 Sayali Sohoni - - - -

06 Ravindra Bedekar - CFO 9000 0.20 9000 0.20

07 Bhushan Joshi - CS - - 10 0.00

At the End of the year ( or on the date ofseparation, if separated during the year)

Sale/Purchase from open market.


18


(VI) INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

(Rs. In lacs)

Secured Loans Unsecured Total

excluding Loans Deposits Indebtedness

deposits

Indebtedness at the beginning of the

financial year

Total (i+ii+iii) 383.08 158.14 - 541.22

Change in Indebtedness during the

financial year

Net Change

Indebtedness at the end of the

financial year

Total (i+ii+iii) 373.96 99.05 - 473.01

i) PrincipalAmount 383.08 158.14 - 541.22

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

*Addition - - - -

* Reduction 9.12 59.09 - 68.21

i) PrincipalAmount 373.96 99.05 - 473.01

ii) Interest due but not paid - - -

iii) Interest accrued but not due - - -

9.12 59.09 - 68.21

19


VI. REMUNERATION OF DIRECTORSAND KEY MANGERIAL PERSONNEL

A. Remuneration of Managing Director, Whole-time Directors and/or Manager

Sr. Particulars of Remuneration Name of MD/WTD/ ManagerNo.

Satish G Thakur B V Retarekar TotalManaging Whole-time AmountDirector Director

B. Remuneration to other Directors

Sr. Particulars of Remuneration Name of Directors TotalAmount

Devang Shah S.B. Dhatrak Sayali SohoniDirector

(Rs. In lacs)

(Rs. In lacs)

Director Director

1 Gross salary (Rs. in Lacs)

(a) Salary as per provisions contained in 30.00 30.00 60.00Section 17(1) of the Income-taxAct, 1961(b) Value of perquisites u/s 17(2) Income-taxAct, 1961 - - -(c) Profits in lieu of salary under Section 17(3)Income- taxAct, 1961 - - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission- as % of profit (1%) - - -- others, specify…

5 Others, please specify - - -

Total (A) 30.00 30.00 60.00

Ceiling as per theAct

Independent Directors· Fee for attending board committee 0.30 0.30 0.30 0.90meetings

· Commission - - - -· Others, please specify - - - -

Total (1) 0.30 0.30 0.30 0.90

Other Non-Executive - - - -Directors

· Commission - - - -· Others, please specify - - - -

Total (2)

Total (B)=(1+2)

30.00 30.00 60.00

· Fee for attending board committee - - - -meetings

0.30 0.30 0.30 0.90

0.30 0.30 0.30 0.90

20

C. REMUNERATION OF KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WHOLETIMEDIRECTOR

Sr. Particulars of Remuneration Key Managerial Personnel TotalNo. Amount

Mr. Bhushan JoshiChief Financial Officer Company Secretary

Total(A) 2.66 2.04 4.70

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NIL / NONE

A. COMPANY

B. DIRECTORS

C. OTHER OFFICERS IN DEFAULT

Mr. Ravindra Bedekar

1 Gross salary (Rs. in Lacs)

(a) Salary as per provisions contained in 1.47 1.08 2.55of the Income-taxAct, 1961

(b) Value of perquisites u/s 17(2) Income-tax 1.19 0.96 2.15

(c) Profits in lieu of salary under section 17(3) - - -Income- taxAct, 1961

2 Stock Option - - -

3 Sweat Equity

4 Commission- as % of profit (1%)- others, specify…

5 Others, please specify

Penalty

Punishment None

Compounding

Penalty

Punishment None

Compounding

Penalty

Punishment None

Compounding

Section 17(1)

Act, 1961

- - -

- - -- - -

- - -

Type Section of the Brief Details of Penalty / Authority [RD / Appeal made,Companies Act Description Punishment / NCLT / COURT] if any (give

Compounding Details)fees imposed


21

(Rs. In lacs)


Annexure "B" to the Board's ReportForm AOC-2

(Pursuant to clause (h) of Sub-Section (3) of Section 134 of the Act andRule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related partiesreferred to in Sub Section (1) of Section 188 of the Companies Act, 2013 including certain arm's lengthtransaction under third proviso is given below :

01. Pharma Inter Sale of Raw Quarterly Prevailing Rs. 165.31 12.08.2016Chemie Materials Market Price

02. Chloro Chem of Rent Yearly Prevailing Rs. 6.20India Market Price

1. Details of contracts or arrangements or transactions not atArm's length basis : NotApplicable

2. Details of contracts or arrangements or transactions atArm's length basis:(Rs. In Lacs)

Sr. Name of Related Nature of Duration of the Terms of Value of Dates ofNo. Party Contracts/arrange contracts/arrang Contracts Contracts approved by

ment/transactions ement/ the Boardtransaction

Rs. 166.10 29.09.2016Rs. 205.94 09.02.2017Rs. 209.26 31.03.2017

31.03.2017

No advance has been paid to any of the above related party during the year.

22


23

Annexure “C” to the Board's Report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

(A) Conservation of Energy :

[Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014]

the steps taken or impact on conservation of energy;The Company takes care in boiler for preheat combustion air with waste heat.Insulation is checked regularly.Control of exhaust fan by frequency control device and recycling of steam condensate.In electricity consumption power factor is maintained at 0.90.Shutting off unwanted office equipments, fans lights etc.

the steps taken by the company for utilizing alternate sources of energy;The Company is yet to take steps in this direction.

the capital investment on energy conservation equipments;Nil

(i)

(i)

(ii)

➢➢➢➢➢

➢

➢

(B) Technology absorption :

(C) Foreign exchange earnings and Outgo :

1. The efforts made towards Specific areas in which in house R & D activities carried outtechnology absorption by the Company. Efforts have been made to improve the

quality of existing products & certain new Products areunder development.

2. The benefit derived like product Quality has been improved of existing products to achieveimprovement, cost reduction, more customer satisfaction.product development, importsubstitution

3. In case of imported technology Not Applicable(imported during the last 3 yearsreckoned from the beginning of thefinancial year)

4. The expenditure incurred in Nilresearch & development.

1. Foreign Exchange Earned Rs. 2,20,000

2. Foreign Exchange Outgo Rs. 1,33,03,000


Annexure "D" to the Board's Report

Disclosure under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel)Rules, 2014.

Sr. No. Name of Director Ratio

Sr. No. Name of Director, CFO % of increase

1. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company forthe financial year 2016-17 :

01. Mr. S G Thakur

02. Mr. B V Retarekar

01. Mr. S G Thakur- Managing Director NA

02. Mr. B V Retarekar- Chairman NA

03. Mr. Ravindra Bedekar- Chief Financial Officer 8%

04. Mr. Bhushan Joshi - Company Secratary NA

4.

31.03.2017 31.03.2016

90 95

20.09:1

20.09:1

2. The Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer,Company Secretary or Manager, if any, in the financial year 2016-17 compared to 2015-16 :

NA

& Whole-time Director

3. The percentage increase in the median remuneration of employees in the financial year 2016-17compared to 2015-16: 11.45%

5.Average percentile increase in salaries of employees other than managerial personnel : 10.87%

6. The Board of Directors of the Company affirms that the remuneration is as per the remuneration policyofthe Company.

7. There is no employee covered pursuant to Section 197 read with Rule 5(2) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014. Hence, no particulars are given.

and CS

The number of permanent employees on the roll of the Company :

24


25

Annexure "E" to the Board's Report

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment andRemuneration Personnel) Rules, 2014]

To,The Members,Link Pharma Chem Limited162, GIDC Estate,Nandesari,Dist. Vadodara

We have conducted the secretarial audit of the compliance of applicable statutory provisions and theadherence to good corporate practices by Link Pharma Chem Limited (hereinafter called the Company).Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Link Pharma Chem Limited's books, papers, minute books, forms and returnsfiled and other records maintained by the company and also the information provided by the Company, itsofficers, agents and authorized representatives during the conduct of secretarial audit, we hereby report thatin our opinion, the Company has, during the audit period covering the financial year ended on 31st March,2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting madehereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained byLink Pharma Chem Limited ("the Company") for the financial year ended on 31st March, 2017 according tothe provisions of:

(1) The CompaniesAct, 2013 (theAct) and the rules made thereunder;

(2) The Securities Contracts (Regulation)Act, 1956 ('SCRA') and the rules made thereunder;

(3) The DepositoriesAct, 1996 and the Regulations and Bye-laws framed thereunder;

(4) Foreign Exchange ManagementAct, 1999 and the rules and regulations made there under to the extentof Foreign Direct Investment and Overseas Direct Investment and External CommercialBorrowings;

(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of IndiaAct, 1992 ('SEBIAct'):-

(A) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

(B) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(C) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009; )

(D) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines, 1999;

(Not applicable to the Company during theAudit Period

(Not applicable to the Company during theAudit Period)


26

(E) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;(Not applicable to the Company during theAudit Period)

(F) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the CompaniesAct and dealing with client;

(G) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(H) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(6) Further as per the management representation letter, considering its products, process and location,followingActs are separately applicable to the Company:(a) Environment ProtectionAct, 1986(b) The Trade MarksAct, 1999(c) ExplosivesAct, 1884(d) Water (Prevention & Control of Pollution)Act, 1974(e) TheAir (Prevention & Control of Pollution)Act, 1981

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement entered into by the Company with the Bombay Stock Exchange Ltd. and theSecurities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,Guidelines and Standards, mentioned above.

We further report that the Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors, Non-Executive Directors and Independent Directors. The changes in the composition ofthe Board of Directors that took place during the year under review were carried out in compliance with theprovisions of theAct.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes onagenda were sent at least seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningful participation at themeeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in theminutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with thesize and operations of the company to monitor and ensure compliance with applicable laws, rules, regulationsand guidelines.

For Vijay Bhatt & Co.,Company Secretaries

Place : VadodaraDate : 29.05.2017

Vijay J BhattProprietorFCS: 4900CP: 2265

Note: This report is to be read with 'Annexure I' attached herewith and forms an integral part of this report.

(Notapplicable to the Company during theAudit Period)

(Notapplicable to the Company during theAudit Period)


27

Annexure I

The Members of

1. Maintenance of secretarial record is the responsibility of the management of the Company. Ourresponsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assuranceabout the correctness of the contents of the secretarial records. The verification was done on the randomtest basis to ensure that correct facts are reflected in secretarial records. We believe that the processesand practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts ofthe Company.

4. Where ever required, we have obtained the management representation about the compliance of laws,rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards isthe responsibility of management. Our examination was limited to the verification of procedures onrandom test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of theefficacy or effectiveness with which the management has conducted the affairs of the Company.

For Vijay Bhatt & Co.Company Secretaries

Place: VadodaraDate: 29.05.2017

Vijay J BhattProprietorFCS: 4900CP: 2265

Link Pharma Chem Limited


28

CEO CERTIFICATION

This is to certify that the Company has laid down the rules for code of conduct for the members of the Boardand Senior Management, as per Regulation 26 of SEBI (LODR) Regulations, 2015.

I hereby further certify that the Company has obtained certificate for compliance of rules of code of conduct,from the Board Members and Senior Management personnel for the financial year ended on March 31, 2017.

FOR LINK PHARMA CHEM LIMITED

S G THAKURMANAGING DIRECTOR

Date: 30.05.2017Place: Vadodara


29

To the Members of Link Pharma Chem Limited

Report on the Financial Statements

Management's Responsibility for the FinancialStatements

Auditor's Responsibility

We have audited the accompanying financialstatements of Link Pharma Chem Limited ('theCompany'), which comprise the balance sheet as at31 March 2017, the statement of profit and loss andthe cash flow statement for the year then ended, anda summary of significant accounting policies andother explanatory information.

The Company's Board of Directors is responsible forthe matters stated in Section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to thepreparation and presentation of these financialstatements that give a true and fair view of thefinancial position, financial performance and cashflows of the Company in accordance with theaccounting principles generally accepted in India,including the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014. Thisresponsibility also includes maintenance ofadequate accounting records in accordance with theprovisions of the Act for safeguarding the assets ofthe Company and for preventing and detectingfrauds and other irregularities; selection andapplication of appropriate accounting policies;making judgments and estimates that arereasonable and prudent; and design, implementationand maintenance of adequate internal financialcontrols, that were operating effectively for ensuringthe accuracy and completeness of the accountingrecords, relevant to the preparation and presentationof the financial statements that give a true and fairview and are free from material misstatement,whether due to fraud or error.

Our responsibility is to express an opinion on thesefinancial statements based on our audit. We havetaken into account the provisions of the Act, theaccounting and auditing standards and matterswhich are required to be included in the audit reportunder the provisions of the Act and the Rules madethereunder.

We conducted our audit in accordance with theStandards on Auditing specified under Section143(10) of the Act. Those Standards require that we

st

comply with ethical requirements and plan andperform the audit to obtain reasonable assuranceabout whether the financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtainaudit evidence about the amounts and thedisclosures in the financial statements. Theprocedures selected depend on the auditor'sjudgment, including the assessment of the risks ofmaterial misstatement of the financial statements,whether due to fraud or error. In making those riskassessments, the auditor considers internal financialcontrol relevant to the Company's preparation of thefinancial statements that give a true and fair view inorder to design audit procedures that are appropriatein the circumstances, but not for the purpose ofexpressing an opinion on whether the Company hasin place an adequate internal financial controlssystem over financial reporting and the operatingeffectiveness of such controls.An audit also includesevaluating the appropriateness of the accountingpolicies used and the reasonableness of theaccounting estimates made by the Company'sDirectors, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for ouraudit opinion on the financial statements.

In our opinion and to the best of our information andaccording to the explanations given to us, theaforesaid financial statements give the informationrequired by the Act in the manner so required andgive a true and fair view in conformity with theaccounting principles generally accepted in India, ofthe state of affairs of the Company as at 31 March2017 and its profit and its cash flows for the yearended on that date.

As required by the Companies (Auditor's Report)Order, 2016 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (11)of section 143 of the Act, we give in the Annexure“ A” statement on the matters specified in theparagraph 3 and 4 of the Order, to the extentapplicable.As required by Section 143 (3) of the Act, wereport that:

Opinion

Report on Other Legal and RegulatoryRequirements

st

1.

2.


30

(a) We have sought and obtained all theinformation and explanations which to thebest of our knowledge and belief werenecessary for the purposes of our audit.

(b) In our opinion proper books of account asrequired by law have been kept by theCompany so far as it appears from ourexamination of those books;

(c) The balance sheet, the statement of profitand loss and the cash flow statement dealtwith by this Report are in agreement with thebooks of account;

(d) In our opinion, the aforesaid financialstatements comply with the AccountingStandards specified under Section 133 of theAct, read with Rule 7 of the Companies(Accounts) Rules, 2014;

(e) On the basis of the written representationsreceived from the directors as on 31 March2017 taken on record by the Board ofDirectors, none of the directors is

st

disqualified as on 31 March 2017 frombeing appointed as a director in terms ofSection 164 (2) of theAct; and

(f) With respect to the adequacy of the internalfinancial controls over financial reporting ofthe company and the operating effectivenessof such controls, refer to our separate reportinAnnexure “B” and

(g) With respect to the other matters to beincluded in the Auditor's Report inaccordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in ouropinion and to the best of our information andaccording to the explanations given to us:

st

i. the Company has no pending litigations .ii. the company did not have any long term

contracts including derivative contracts forwhich there were any forseeable losses and

iii. there are no such amounts, required to betransferred, to the Investor Education andProtection Fund by the Company .

Chartered AccountantsFirm's Reg. No.: 130838W

Proprietor

M. No.: 034963

For Khedkar & Co.

D.R.Khedkar

Place :Vadodara

Date: 30/5/2017


31

Annexure A to the Independent Auditors'Report

The Annexure A referred to in our IndependentAuditors' Report to the members of Link PharmaChem Limited (the Company ) on the financialstatements as of and for the year ended 31 March2017, we report that:

(i) (a) The Company has maintained properrecords showing full particulars, including

quantitative details and situation of fixedassets.

(b) The Company has a regular programme ofphysical verification of its fixed assets by which

fixed assets are verified in a phased manner over aperiod of three years. In accordance with thisprogramme, certain fixed assets were verifiedduring the year and no material discrepancieswere noticed on such verification. In our opinion,this periodicity of physical verification isreasonable having regard to the size of theCompany and the nature of its assets.

(c) According to the information and explanationgiven to us and on the basis of our examination ofthe records of the company , the title deeds ofimmovable properties as disclosed in note noto these financial statements, are held in thename of the company.

(ii) (a) The Company has carried out physicalverification of inventory at the end of the year..

(b) Procedures followed for physical verification ofinventory by the management are reasonableand adequate in relation to the size of thecompany and the nature of its business.

(c) Company has maintained proper records ofinventory and no material discrepancies werenoticed on physical verification.

(iii) The Company has not granted any loans

secured or unsecured to company, firms or other

parties covered in the register maintained under

section 189 of the companies act.

(iv) In our opinion and according to the information

and explanations given to us, the Company has

complied with the provisions of Section 185 and

186 of the Act, with respect to the loans and

investments made and guarantees and

securities provided by it.

st

(v) The Company has not accepted any depositsfrom the public within the meaning of Sections73, 74, 75 and 76 o the Act and the Rules framedthereunder to the extent notified.

(vi) The Central Government has not prescribed themaintenance of cost records under section148(1) of theAct, for any of the services renderedby the Company.

(vii) (a) According to the informat ion andexplanations given to us and on the basis ofour examination of the records of theCompany, amounts deducted/ accrued in thebooks of account in respect of undisputedstatutory dues including provident fund,income tax, sales tax, wealth tax, service tax,duty of customs, value added tax, cess andother material statutory dues have beenregularly deposited during the year by theCompany with the appropriate authorities.

According to the informat ion andexplanations given to us, no undisputedamounts payable in respect of providentfund, income tax, sales tax, wealth tax,service tax, duty of customs, value addedtax, cess and other material statutory dueswere in arrears as at 31 March 2017 for aperiod of more than six months from the datethey became payable.

(b) According to the informat ion andexplanations given to us, there are nomaterial dues of wealth tax, duty of customsand cess which have not been depositedwith the appropriate authorities on account ofany dispute.

According to the records of the Companyexamined by us and the information andexplanations given to us, the Company hasnot defaulted in repayment of loans andborrowings to its bankers. The Company didnot have any debenture holders during theyear.

(ix) The Company has not raised any monies by wayof initial public offer, further public offer (includingdebt instruments) and term loans during the year.Accordingly, the provisions of clause 3(ix) of theOrder are not applicable to the Company.

(x) During the course of our examination of thebooks and records of the Company, carried out in

st

(viii)


32

practices in India, and according to the informationand explanations given to us, we have neithercome across any instance of material fraud bythe Company or on the Company by its officers oremployees, noticed or reported during the year,nor have we been informed of any such case bythe Management.

(xi) According to the information and explanationsgiven to us and based on our examination of therecords of the Company, the Company has paid/provided for managerial remuneration inaccordance with the requisite approvalsmandated by the provisions of Section 197 readwith Schedule V of theAct.

(xii) In our opinion and according to the informationand the explanations given to us, the Companyis not a Nidhi Company and the Nidhi Rules,2014 are not applicable to it. Accordingly,provisions of clause 3(xii) of the Order are notapplicable.

The Company has entered into transactions withrelated parties in compliance with the provisionsof section 177 and 188 of the Act. The details ofsuch related party transactions have been

(xiii)

disclosed in the financial statements as requiredunder Accounting Standard 18, Related Party

Disclosures specified under section 133 of theAct, read with Rule 7 of the Companies(Accounts) Rules, 2014.

According to the information and explanationsgiven to us and based on our examination of therecords of the Company, the Company has notmade any preferential allotment or privateplacement of shares or fully or partly convertibledebentures during the year.

(xv) According to the information and explanationgiven to us and based on our examination of therecords of the Company, the Company has notentered into any non-cash transactions with thedirectors or persons connected with him.Accordingly, the provisions of clause 3(xv) of theOrder are not applicable.

The Company is not required to be registeredunder Section 45-IAof the Reserve Bank of IndiaAct 1934. Accordingly, the provisions of theclause 3(xvi) of the Order are not applicable tothe Company.


(xiv)

(xvi)

For Khedkar & Co.

D.R.Khedkar

Proprietor

M. No.: 034963

Place :Vadodara

Date: 30/5/2017

ANNEXURE B TO THE INDEPENDENTAUDITORS' REPORT

Report on the Internal Financial Controls underClause (i) of Sub-section 3 of Section 143 of theCompaniesAct, 2013 (“theAct”)

We have audited the internal financial controls overfinancial reporting of Link Pharma Chem Limited(“the Company”) as of 31 March, 2017 inconjunction with our audit of the financial statementsof the Company for the year ended on that date.

The Company's management is responsible for

st

Management's Responsibility for InternalFinancial Controls

establishing and maintaining internal financialcontrols based on the internal control over financialreporting criteria established by the Companyconsidering the essential components of internalcontrol stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants ofIndia (ICAI). These responsibilities include thedesign, implementation and maintenance ofadequate internal financial controls that wereoperating effectively for ensuring the orderly andefficient conduct of its business, including adherenceto the Company's policies, the safeguarding of itsassets, the prevention and detection of frauds anderrors, the accuracy and completeness of theaccounting records, and the timely preparation of


33

reliable financial information, as required under theCompaniesAct, 2013.

Our responsibility is to express an opinion on theCompany's internal financial controls over financialreporting based on our audit. We conducted our auditin accordance with the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting(the “Guidance Note”) and the Standards onAuditing, issued by ICAI and deemed to beprescribed under section 143(10) of the CompaniesAct, 2013, to the extent applicable to an audit ofinternal financial controls, both applicable to an auditof internal financial controls and, both issued by ICAI.Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan andperform the audit to obtain reasonable assuranceabout whether adequate internal financial controlsover financial reporting was established andmaintained and if such controls operated effectivelyin all material respects.

Our audit involves performing procedures to obtainaudit evidence about the adequacy of the internalfinancial controls system over financial reporting andtheir operating effectiveness. Our audit of internalfinancial controls over financial reporting includedobtaining an understanding of internal financialcontrols over financial reporting, assessing the riskthat a material weakness exists, and testing andevaluating the design and operating effectiveness ofinternal control based on the assessed risk. Theprocedures selected depend on the auditor'sjudgement, including the assessment of the risks ofmaterial misstatement of the financial statements,whether due to fraud or error.

We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for ouraudit opinion on the Company's internal financialcontrols system over financial reporting.

A company's internal financial control over financialreporting is a process designed to providereasonable assurance regarding the reliability offinancial reporting and the preparation of financialstatements for external purposes in accordance withgenerally accepted accounting principles. Acompany's internal financial control over financialreporting includes those policies and procedures that(1) pertain to the maintenance of records that, in of

Auditors' Responsibility

Meaning of Internal Financial Controls OverFinancial Reporting

reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of thecompany; (2) provide reasonable assurance thattransactions are recorded as necessary to permitpreparation of financial statements in accordancewith generally accepted accounting principles, andthat receipts and expenditures of the company arebeing made only in accordance with authorisations ofmanagement and directors of the company; and (3)provide reasonable assurance regarding preventionor timely detection of unauthorised acquisition, use,or disposition of the company's assets that couldhave a material effect on the financial statements.

Because of the inherent limitations of internalfinancial controls over financial reporting, includingthe possibility of collusion or improper managementoverride of controls, material misstatements due toerror or fraud may occur and not be detected. Also,projections of any evaluation of the internal financialcontrols over financial reporting to future periods aresubject to the risk that the internal financial controlover financial reporting may become inadequatebecause of changes in conditions, or that the degreeof compliance with the policies or procedures maydeteriorate.

In our opinion, the Company has, in all materialrespects, an adequate internal financial controlssystem over financial reporting and such internalfinancial controls over financial reporting wereoperating effectively as at 31 March 2017, based onthe internal control over financial reporting criteriaestablished by the Company considering theessential components of internal control stated in theGuidance Note on Audit of Internal financial controlsover financial reporting issued by ICAI.


Inherent Limitations of Internal FinancialControls Over Financial Reporting

Opinion

For Khedkar & Co.

D.R.Khedkar

st

Place :Vadodara Proprietor

Date: 30/5/2017 M. No.: 034963


45

31) The Notes referred to in the Balance Sheet and Statement of Profit and Loss form an integral part of theaccounts.

32) In the opinion of the Board and to the best of their knowledge and belief, the value on realization of loansand advances and current assets, in the ordinary course of business, will not be less than the amount atwhich they are stated in the balance sheet.

33) Previous year figures have been regrouped, rearranged and recast to correspond with the figures of thecurrent year.

34) Research & Development Expenditure is as follows:-

35) Names of Small Scale Industrial undertakings to which the company owes sums outstanding formore than 30 days as at the date of balance sheet are as under:

The above Information has been complied in respect of Parties to the extent to which they could beidentified as Small Scale & Ancillary Undertakings on the basis of Information available with theCompany.

36) Net Profit of Rs.2,20,223/- (Previous year Net Loss of Rs. 24093/-) on account of exchangedifference has been considered under foreign exchange loss under the head of selling & distributionexpenses in the profit and loss account.

37) Auditors Remuneration is detailed here below:

38) Disclosure of Earnings per Share (EPS) computation as per Accounting Standard- 20 of the Instituteof Chartered Accountants of India:

(Rs.in Lacs.)

(Amount in Rs.)

(Amount in Rs.)

(Amount in Rs.)

Schedules forming part of the Accounts for the year ended 31st March, 2017

Particulars 2016-17 2015-16

Total 7.10 7.44

Capital Nil 0.97

Recurring 7.10 6.47

Capital W-I-P NIL NIL

Total R & D expenditure 0.40 0.55

as a % of Total Turnover

Sr.No. Particulars 2016-17 2015-16

1. Yamuna Ice &

Cold Storage. 12,61,935 8,32,008

2. Prime Organics. 6,38,129 10,61,552


Total 1,75,000/- 1,50,000/-

Audit Fees 1,75,000/- 1,50,000/-

Out of pocket expenses NIL NIL

Particulars 2016-17 2015-16Net Profit after Tax available for theEquity Shareholders (Rupees) 29,07,776 59,21,048Weighted average number ofEquity Shares 44,40,568.00 44,40,568.00Nominal/Face Value of Equityshares (Rupees) 10.00 10.00Basic and Diluted EarningsPer Share (Rupees) 0.65 1.33


46

39) Managerial Remuneration for the year is as under, as per the provisions of the Companies Act,2013.

40) In accordance with the requirements of AS-18 on related party disclosures, the names of the relatedparties where control exists and / or with whom transactions have taken place during the year anddescription of relationships, as identified and certified by the management are as under:

1. Key Managerial PersonnelExecutive Directors.

2. Relatives of Key Managerial Mayank B Retarekar (Son of director)Personnel Rishikesh S Thakur (Son of director)

3. Firms in which the Key Managerial Chloro Chem of India - VadodaraPersonnel & their relatives are interested: Pharma Inter Chemie- Vadodara

4. Fellow/ Subsidiary / Associates: NoneFigures in bracket represent Previous Year's figures.During the year there is no write off or right back of any amount due from or payable to relatedparties.Transactions with Related parties during the period are as under.

(Amount in Rs.)

B.V.RetarekarS.G.Thakur


Director's Remuneration 60,00,000.00 60,00,000.00

Contribution to

Provident Fundand

Superannuation Fund 33,000.00 33,000.00

Total 60,33,000 60,33,000.00

(Rs.in Lacs.)

Sr.No.

Particulars Associates Key managerialPersonnel

Relatives of Keymanagerial personnel

Total

1 Purchase of Goods Nil(102.88)

0.00(0.00)

0.000.00

Nil(102.88)

2 Sale of Goods 754.33(381.20)

0.00(0.00)

0.000.00

754.33(381.20)

3 Other Income Nil(2.25)

0.00(0.00)

0.000.00

Nil(2.25)

4 Other Expenses 6.89(36.00)

16.70(0.00)

16.75(35.17)

40.74(71.17)

5 ManagerialRemuneration

0.00(0.00)

60.33(60.33)

0.000.00

60.33(60.33)

6 Receivable at the yearend

113.85(83.27)

0.00(0.00)

0.000.00

113.85(83.27 )

7 Payable at the year end Nil(5.49)

0.00(0.00)

0.000.00

Nil(5.49)


47

41) As per AS-22 on Accounting for Taxes on Income issued by the ICAI, the deferred tax liability as at 31stMarch, 2017 comprises of the following :

42) Additional information pursuant to the provisions of paragraph 3 and 4 part II of schedule VI of theCompaniesAct, 2013.

a) Particulars of Licensed and Installed Capacity and Actual Production (as certified by the managementand accepted by the auditors without verification being a technical matter):

b) Particulars of Turnover / Sales and Finished Goods Stocks:

c) Particulars of Raw Material Consumption and its Stocks and WIP Stocks:

Deferred Tax Computation:- Amount in Rs.)(

Particulars AccumulatedBalance as at

Charges/ CreditsDuring the Year.

As at31.03.17

Deferred Tax Liability on Accountof Depreciation. [A]

76,58,953.00 2,71,878.00 79,30,831.00

Deferred tax Assets. ---- ---- ------

Unabsorbed Depreciation. 1,04,76,913.00 (10,02,000.00) 94,74,913.00

Unabsorbed Losses.

[B] 1,04,76,913.00 (10,02,000.00) 94,74,913.00

Total deferred Tax Liability (Net).(A-B)

(28,17,960.00) 7,30,122.00 (20,87,838.00)

Description Unit Particulars 2016-17 2015-16

Quantity Value in Quantity Value in

OrganicIntermediates

M.T. Turnover/Sales

Closing Stock

OpeningStock

313.966

890.40

62.863

1780.97

145.51

55.96

246.843

62.863

50.970

1335.84

55.96

66.13

Description Unit Particulars 2016-17 2015-16

Quantity Value inLacs.

Quantity Value inLacs.

OrganicIntermediates

M.T. Consumption

Closing Stock

Opening Stock

WIP Closing Stock

80.868

88.348

58.42

54.21

83.14

186.95

88.348

265.30

60.590

83.14

71.61

194.10


48

d) Value of Raw Material and Stores / Spares Consumed and Percentage thereof:

e) C.I.F. value of Imports:

f) Particulars of Earnings in Foreign Exchange:

43) The Company's business activity falls within a single primary business segment namely, manufacturingof Chemicals, however the segment reporting of revenues for the Company is on the geographicallocation of the customers are as under:-

(Amount in Rs.)

(Amount in Rs.)

(Amount in Rs.)

Description 2016-17 2015-16

Amount in Lacs. Percentage Amount in Lacs. Percentage

Consumption ofRaw MaterialImportedIndigenous

Consumption ofStores / Spares. Etc.Imported Indigenous

Total

Total

133.03465.10598.13

0.0098.6798.67

22.24%77.76%

100.00%

0.00%100.00%100.00%

138.80338.23477.03

0.0067.3867.38

29.09%70.91%

100.00%

0.00%100.00%100.00%


Raw Materials 133.03 138.80

Capital Goods NIL NIL

Total 133.03 138.80


Export of Goods / Services 2.20 Nil

Total 2.20 -


India Outside India Outside

Segment revenue 17,80,96,938 NIL 13,35,83,830 NIL

SegmentAssets 17,49,06,687 NIL 17,83,37,380 NIL

Capital Expenditure 86,26,016 NIL 1,95,27,685 NIL


49

44) AS - 15 Accounting For Retirement Benefits in Financial Statements of Employees:

Employee benefits are not classified into short-term benefits, Post employment benefits andtermination benefits.

There are no VRS expenses incurred during the year.

45) Details of Specified Bank Notes (SBN) held and transacted during the period from, 08th November, 2016to 30th December, 2016 as under.

Signature to Note.As per our report of even date attached.

Firm Reg. No.130838WChartered Accountants

M.No: 034963.

Place : Vadodara Place : VadodaraDate: 30/05/2017 Date: 30/05/2017

❋

❋

For Khedkar & Co. For & on behalf of Board of Directors,

D.R.KHEDKAR B.V.RETAREKAR S.G.THAKURProprietor Chairman Managing Director

Specified BankNotes Rs.

Other denominationnotes Rs.

Total Rs.

Closing cash in hand as on08.11.206

(+) Permitted receipts

(-) Permitted payments

(-) Amount deposited in banks

Closing cash in hand as on30.12.2016

3,52,000.00

0.00

0.00

3,52,000.00

0.00

5,34,246.66

2,76,000.00

1,59,084.00

30,000.00

6,21,162.66

8,86,246.66

2,76,000.00

1,59,084.00

3,82,000.00

6,21,162.66


Route Map of venue of AGM

Rubamin Limited

Rupapura Village Road

Dam

apuraRoad

Damapura Road

OverheadWater Tank

Nan

desa

riVillag

eRoa

d

GID

CR

oad

Bank of BarodaNandesari IE Nandesari

Camphor &Allied Products

NIA Hall, Plot No.134/1, GIDC EstateNIA OFFICE

Faramson PharmaceuticalGujarat Private Limited

Farmson Analgestics

New Field IndustrialEquipment Private...

PAB Organics Pvt. Ltd.

Nandesari EnvironmentControl Limited


LINK PHARMA CHEM LIMITEDRegd. Office:

Phone:E-mail:CIN: L24230GJ1984PLC007540

ATTENDENCE SLIP

Form No. MGT-11PROXY FORM

162, GIDC Estate, Nandesari - 391 340 Dist. Vadodara.+91 0265-2840448, Fax: 0265-2841351

[email protected]

DP ID* Client ID*/ Regd. Folio No. No. of Shares Held Name and Address of the RegisteredShareholders

I being the registered Shareholder/proxy for the registered Shareholder of the Company hereby record my presence at the 32 ANNUALGENERAL MEETING of the Company held on Thursday, 28th September, 2017 at NIA Hall, Plot No. 134/1, GIDC Estate, Opp. ShoppingCentre, Nandesari - 391 340, Dist. Vadodara and at any adjournment(s) thereof.

_________________________Signature of Shareholder / proxy* Applicable for investors holding shares in electronic form

Name of the Member(s): ……............................................................................................................................................................Registered Address: ...............................................................................................................................................................................................................................................................................................E-mail Id: ...................................................................Folio No. / DP Id & Client Id: .............................................................................................................................

I/We, being the member(s) of ....................... shares of the Link Pharma Chem Limited, hereby appoint:

1. Name: .........................................................................................Address: ……................................................................................Email Id: ......................................................................................... Signature: ...............................................................................................2. Name: .........................................................................................Address: .................................................................................................Email Id: .......................................................................................... Signature: ..............................................................................................3. Name: .........................................................................................Address: .................................................................................................Email Id: .......................................................................................... Signature: ..............................................................................................as my/our Proxy to attend and vote (on a poll) for me/us on my/our behalf at the 32nd Annual General Meeting of the Company to be held on

at 11:00 A.M. at NIA Hall, Plot No. 134/1, GIDC Estate, Opp. Shopping Centre, Nandesari - 391 340, Dist.Vadodara and at any adjournment thereof in respect of resolutions as are indicated below:

Reso.

No. Description For Against

01. Adoption ofAudited Financial Statements for the Financial Year ended March 31, 2017 and the Reports of

the Board of Directors andAuditors thereon.

02. To appoint Mr. S G Thakur who retires by rotation and being eligible offers himself for reappointment.

03. To appoint StatutoryAuditors of the Company and fix their remuneration.

04 To re-appoint Mr. S G Thakur as Managing Director of the Company.

05. To re-appoint Mr. B V Retarekar as Chairman& Whole-time Director of the Company.

Signed this on ____ day of ______________, 2017

Signature of Shareholder: ……………………………………

Signature of Proxy holder(s): ………………………………..

Note: This Proxy form in order to be effective should be duly completed and deposited at the Registered Office of the Company not later than48 hours before the commencement of the meeting.

…………………………………………………………………………………………………………………………………………………….............

162, GIDC Estate, Nandesari - 391 340 Dist. Vadodara.+91 0265-2840448, Fax: 0265-2841351

[email protected]

.......................

.............

..........

Thursday, 28th September, 2017

nd

LINK PHARMA CHEM LIMITEDRegd. Office:

Phone:E-mail:CIN: L24230GJ1984PLC007540

AffixRe 1

RevenueStamp

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