Udai Bhan Singh - BSE

32
1 LINAKS MICROELECTRONICS LTD. Regd.Off: 12.6 km. Barabanki Road, Chinhat, Lucknow- 226028 Works:Safedabad, NearRailwayCrossing, Barabanki Road, Barabanki 225003 Correspondence Address: B-66, Nirala Nagar, Lucknow- 226020 Tel: 0522-6549493 Fax:0522-4076594 Email: [email protected] CIN:L32101UP1986PLC007841 Date : 13.11.2020 The Listing Manager, Stock Exchange Mumbai, Phiroze Jeejeebhoy Towers, Fort, Dalal Street, MUMBAI- 400 001. Sub: Uploading Annual Report under Regulation 34(1) of SEBI (LODR) Regulations, 2015 Dear Sir, Sending attached copy of Annual Report for the year ended 31.03.2020. Thanking you. Yours faithfully, For Linaks Microelectronics Ltd. (U.B. Singh ) Director DIN 06650869 Encls: Annual Report

Transcript of Udai Bhan Singh - BSE

1

LINAKS MICROELECTRONICS LTD RegdOff 126 km Barabanki Road Chinhat Lucknow- 226028 WorksSafedabad NearRailwayCrossing Barabanki Road Barabanki 225003 Correspondence Address B-66 Nirala Nagar Lucknow- 226020

Tel 0522-6549493 Fax0522-4076594 Email pcblinaksyahoocom

CINL32101UP1986PLC007841

Date 13112020

The Listing Manager

Stock Exchange Mumbai

Phiroze Jeejeebhoy Towers

Fort Dalal Street

MUMBAI- 400 001

Sub Uploading Annual Report under Regulation 34(1) of SEBI (LODR) Regulations 2015

Dear Sir

Sending attached copy of Annual Report for the year ended 31032020

Thanking you

Yours faithfully

For Linaks Microelectronics Ltd

(UB Singh )

Director

DIN 06650869

Encls Annual Report

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Limited

R

2019-2020

XXXV

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

LINAKS MICROELECTRONICS LTD

(CIN L32101UP1986PLC007841)

Regd Office

126 Km Barabanki Road Chinhat

Lucknow-227 105

BOARD OF DIRECTORS

Mr Anil K Singh (DIN00225518) -Managing Director

Mr UB Singh (DIN 06650869) - Independent Director

Mrs Meena Singh (DIN 02775239) - Director

Mr Ram Chandra Gaur (DIN 02317264) Independent Director

Mr Jai Ram Singh (DIN 08356669) Independent Director

AUDITORSJaiswal Singh amp Co(Chartered Accountants)

Secretarial AuditorsDivya Matah amp Associates(Practicing Company Secretaries)

Company Secretary

Ms Deepti Bammi upto 14012020

Ms Priya Gupta wef 10062020

Chief Financial Officer

Mr Girish Chandra Jha

BANKERS

Vijaya Bank

SHARE HOLDERSrsquo INFORMATION

SHARE TRANSFER ARRANGEMENT AND

DEMATERIALISATION STATUS OF SHARES

The Company appointed Ms Beetal Financial amp Computer

Services Pvt Ltd as RTA for Physical and Dematerialised

shares of the Company The shares of the Company are

compulsorily traded in Dematerialised form wef 28092000

under ISIN-INE028C01027 with NSDL amp CDSL The

addresses of NSDL CDSL amp Beetal are given below

1 National Securities Depository Ltd

Trade World 4th Floor Kamala Mil ls Compound

Senapati Bapat Marg

Lower Parel Mumbai-400 013

2 Central Depository Services (India) Ltd

Marathon Futurex A-Wing 25th Floor

NM Joshi Marg Lower Parel

Mumbai - 400013

3 Beetal Financial amp Computer Services (P) Ltd

Beetal House 3rd Floor 99 Madangir

Nr Dada Harsukhadas Mandir

New Delhi-110 062

STOCK EXCHANGE (WHERE COMPANYrsquoS SHARES ARE

LISTED)

The Stock Exchange Mumbai

Phiroze Jeejeebhoy Towers

Dalal Street Fort Mumbai-400 023

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

1

ANNUAL GENERAL MEETING NOTICE 2020Notice is hereby given that the 35th Annual General Meeting of MS LINAKSMICROELECTRONICS LIMITED will be held on Monday the 30th November2020 at 1130 AM through video conferencing or other audio visual means(VCOAVM) to transact the following businessORDINARY BUSINESSES1 To consider and adopt the Audited Financial Statements of the Company

for the year ended 31st March 2020 together with the Report of theBoard of Directors and Auditorsrsquo thereon and to consider and pass thefollowing resolution as an Ordinary ResolutionldquoRESOLVED THAT the audited Balance Sheet Statement of Profit ampLoss and Cash Flow Statement along with the notes forming part of theaudited financial statements for the financial year ended 31st March2020 along with the Auditorsrsquo Report and the Directorsrsquo Report thereonfor the financial year ended 31st March 2020 be and are hereby receivedconsidered and adoptedrdquo

2 To appoint a director in place of Mr Anil Kumar Singh who retires byrotation and being eligible offers himself for re-appointment and toconsider and pass the following resolution as an Ordinary ResolutionldquoRESOLVED THAT Sri Anil Kumar Singh (DIN 00225518) who retiresby rotation under Section 152 and other applicable provisions if any ofthe Companies Act 2013 (hereinafter referred as lsquothe Actrsquo) and the Rulesmade thereunder read with the Articles of Association of the Companyat the conclusion of 35th Annual General Meeting of the members of theCompany and being eligible has offered himself for re-appointment beand is hereby re-appointed as a Director on the Board of the Companywhose period of office shall be liable to retire by rotationrdquo

3 To ratify the appointment of Ms Jaiswal Singh amp Associates Kanpuras statutory auditors for the remaining term and to consider and passthe following resolution as an Ordinary ResolutionldquoRESOLVED THAT pursuant to the provisions of Section 139 142 andother applicable provisions if any of the Companies Act 2013 readwith the Companies (Audit and Auditors) Rules 2014 (including anystatutory modification(s) or re-enactment thereof for the time being inforce) the members of the company do hereby ratify the appointment ofMs Jaiswal Singh amp Associates Kanpur Chartered Accountants (FirmRegistration No 011049C) as the Statutory Auditors of the Company forremaining term from the conclusion of 35thAnnual general meeting ofthe Company till the conclusion of 37thAnnual general meeting of theCompany on such remuneration plus Goods and service tax out-of-pocket travelling and living expenses etc as may be mutually agreedbetween the Board of Directors of the Company and the said AuditorsRESOLVED FURTHER THAT the Board of Directors of the Company(including its Committee thereof) be and is hereby authorized to do allsuch acts deeds matters and things as may be considered necessarydesirable or expedient to give effect to this Resolutionrdquo

SPECIAL BUSINESS4 To re-appoint Mr Anil Kumar Singh as Managing Director and in this

regard to consider and if thought fit pass with or without modification(s)the following resolution as a Special ResolutionldquoRESOLVED THAT notwithstanding his completion of seventy years ofage pursuant to the section 196 of the Companies Act 2013 and otherapplicable provisions of the Act and Articles of Association of theCompany Sri Anil Kumar Singh (DIN 00225518) one of PromoterDirector be and is hereby appointed as Managing Director of theCompany under section 196 of the Companies Act 2013 with effect fromDecember 01 2020 for a period of five yearsFURTHER RESOLVED THAT Sri Anil Kumar Singh Managing Directorof the company be paid such remuneration by way of minimumremuneration or allowed such perquisites as may be approved by theRemuneration Committee and the Board as and when deem fit and properin accordance with the provisions of Sections 198 of the CompaniesAct 2013RESOLVED FURTHER THAT the Board of Directors be and are herebyauthorized to take all such steps as may be necessary proper andexpedient to give effect to this resolutionrdquo

5 To Appoint Mr Ram Chandra Gaur (DIN 02317264) as an IndependentDirectorTo consider and if thought fit to pass with or without modifications thefollowing resolution as an Ordinary Resolution

ldquoRESOLVED THAT pursuant to the provisions of Sections 149 150152 read with Schedule IV and any other applicable provisions of theCompanies Act 2013 including any statutory modification(s) or re-enactment thereof for the time being in force and Companies(Appointment and Qualification of Directors) Rules 2014 and Clause49 of the Listing Agreement amended up to the date Mr Ram ChandraGaur (DIN 02317264) a non-executive Director of the Company whohas submitted a declaration that he meets the criteria for independenceas provided in Section 149(6) of the Act and who was appointed as anIndependent Director at the AGM held on 30092015 till the conclusionof the 35th AGM be and is hereby reappointed as an IndependentDirector of the Company not liable to retire by rotation to hold officefor five consecutive years for a term up to the conclusion of the 40th

Annual General Meeting of the Company in the Calendar Year 2025rdquo6 Reclassification of some of the shareholders of Promoter Group as

Public shareholderTo consider and if thought fit to pass with or without modifications thefollowing resolution as an Ordinary ResolutionldquoRESOLVED in view of the requirement of Reg 31(2) of SEBI (LODR)Regulations 2015 for holding 100 of the promoters shares indematerialized form and in view of 06 Shareholders holding 517400equity shares of Re1- each (570 of total promoterspromoters groupholding and 299 of total equity share capital of the Company) belongingto Promoters Group not cooperating to comply with the provisions ofReg 31(2) of SEBI (LODR) Regulations 2015 consentapproval of theCompany be and is hereby accorded for reclassification of the PromotersPromoters Group excluding the holding of the above shareholders andthat the Board of Directors of the Company be and is hereby authorisedto submit necessary application to Stock Exchange Mumbai or any otherappropriate authority for seeking the above approvalrdquo

By order of the BoardFor Linaks Microelectronics Limited

Priya GuptaCompany Secretary

Place LucknowDated 08102020

Notes1 In view of the continuing Covid-19 pandemic the Ministry of Corporate

Affairs (ldquoMCArdquo) has vide its circular dated 5 May 2020 read with circularsdated 8 April 2020 and 13 April 2020 (collectively referred to as ldquoMCACircularsrdquo) permitted the holding of the Annual General Meeting (ldquoAGMrdquo)through VCOAVM without the physical presence of the Members at acommon venue In compliance with the provisions of the CompaniesAct 2013 (ldquoActrdquo) SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (ldquoSEBI Listing Regulationsrdquo) and MCA Circulars theAGM of the company is being held through VC OAVM

2 A Statement pursuant to Section 102(1) of the Companies Act 2013(ldquoActrdquo) setting out the material facts concerning the Special Business tobe transacted at the Annual General Meeting (ldquoAGMrdquo) is annexed hereto

3 Pursuant to the provisions of the Act a Member entitled to attend andvote at the AGM is entitled to appoint a proxy to attend and vote on hisher behalf and the proxy need not be a Member of the company Sincethis AGM is being held pursuant to the MCA Circular No 142020 datedApril 08 2020 through VC OAVM physical attendance of Membershas been dispensed with Accordingly the facility for appointment ofproxies by the Members will not be available for the AGM and hencethe Proxy Form and Attendance Slip are not annexed to this Notice

4 The Members can join the AGM in the VCOAVM mode 15 minutes beforeand after the scheduled time of the commencement of the Meeting byfollow ing the procedure mentioned in the Notice The facil ity ofparticipation at the AGM through VCOAVM will be made available for1000 members on first come first served basis This will not includelarge Shareholders (Shareholders holding 2 or more shareholding)Promoters Institutional Investors Directors Key Managerial Personnelthe Chairpersons of the Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee Auditors etc whoare allowed to attend the AGM without restriction on account of firstcome first served basis

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

2

5 Copies of Directors report and Auditors report Financial Statements ofthe Company are enclosed

6 Corporate Members intending to send their Authorized representative(s)to attend the meeting through VCOAVM are requested to send a certifiedcopy of the Board Resolution authorizing their representative(s) to attendand vote on their behalf at the Annual General Meeting as required underSection 113 of the Companies Act 2013

7 All documents referred to in the accompanying Notice shall be open forinspection at the Registered Office of the Company and Corporate Officeof the Company during normal business hours on all days exceptSaturdays and Sunday up to and including the date of the Annual GeneralMeeting

8 Members can inspect the register of directors and key managerialpersonnel and their shareholding required to be maintained undersection 170 of the Companies Act 2013 and register of contracts orarrangements in which the directors are interested to be maintainedunder Section 189 of the Companies Act 2013 during the course of themeeting

9 The Ministry of Corporate Affairs has undertaken a ldquoGreen Initiative inCorporate Governancerdquo and allowed companies to share documents withits shareholders through an electronic mode In compliance with theaforesaid MCA Circulars and SEBI Circular dated May 12 2020 Noticeof the AGM along with the Annual Report 2019-20 is being sent onlythrough electronic mode to those Members whose email addresses areregistered with the companyDepositories Members may note that theNotice and Annual Report 2019-20 will also be available on the companyrsquoswebsites wwwlinakscom and websites of the Stock Exchange ie BSELimited at wwwbseindiacom and Members are requested to supportthis Green Initiative by registeringupdating their email addresses forreceiving electronic communications

10 The Company has appointed Ms Beetal Financial and Computer ServicesPrivate Limited Delhi as the Registrar and Share Transfer AgentsMembers are requested to registerupdatenotify immediately about anychange in their addresse-mail address bank detailsPAN to theirDepository Participant (DP) in respect of their shareholding in Dematmode and in respect of their physical shareholding to Ms Beetal Financialand Computer Services Private Limited Beetal House 3rd Floor 99Madangir Behind Local Shopping Centre Near Dada HarsukhdasMandir Delhi 110062 ei ther physical ly or by sending mai l onbeetalrtagmailcom for receiving all communication including AnnualReport Notices and Circulars etc from the Company electronically

11 Members who sti ll hold shares in physical form are advised toDematerial ize their shareholdi ng to avai l of the benefi ts ofdematerialization which include easy liquidity since trading is permittedonly in dematerialized form electronic transfer savings in stamp dutyprevention of forgery etc

12 Members desirous of making a nomination in respect of theirshareholding in the Company as permitted under Section 72 of the Actare requested to write to the Companyrsquos RTA

13 Subject to receipt of requisite number of votes the resolution(s) at itemno 1 to 6 in Notice of AGM shall be deemed to be passed at the 35thAnnual General Meeting of the Company scheduled to be held onMonday 30th November 2020

14 The Company has decided to close the Register of Members and theShare Transfer Register on November 24 2020 up to November 302020 (both days inclusive) in terms of the provisions of the CompaniesAct 2013 and the SEBI (Listi ng Obl igations and Discl osureRequirements) Regulations 2015 Cut-off date to record the entitlementof shareholders for the purpose of e-voting is November 23 2020

15 SEBI has mandated submission of Permanent Account Number (PAN)by every participant in securities market Members holding shares inelectronic form are therefore requested to submit the PAN to theirDepository Participant with whom they are maintaining their Demataccounts and members holding shares in physical form to the CompanyRTA

Voting through electronic means16 In compliance with provisions of Section 108 of the Companies Act 2013

and Rule 20 of the Companies (Management and Administration) Rules2014 as amended and Regulation 44 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (ldquoListing Regulationsrdquo) and the Secretarial Standardson General Meetings (SS2) issued by the Institute of Company

Secretaries of India the Company is pleased to provide members facilityto exercise their right to vote on resolutions proposed to be consideredat the Annual General Meeting (AGM) by electronic means and thebusiness may be transacted through e-Voting Services The facility ofcasting the votes by the members using an electronic voting systemfrom a place other than venue of the AGM (ldquoremote e-votingrdquo) will beprovided by National Securities Depository Limited (NSDL)

17 The facil ity for voting through electronic voting system on theresolution(s) shall also be made available at the AGM and membersattending the meeting through VCOAVM who have not already cast theirvote on the resolution(s) by remote evoting shall be able to exercisetheir right to vote on such resolution(s) at the meeting The memberswho have cast their vote by remote e-voting prior to the AGM may alsoattend the AGM but shall not be entitled to cast their vote again

18 The remote e-voting period commences on 27th November 2020 (900am) and ends on 29th November 2020 (500 pm) During this periodmembers of the Company holding shares either in physical form or indematerialized form as on the cut-off date of 23rd November 2020may cast their vote by remote e-voting The remote e-voting moduleshall be disabled by NSDL for voting thereafter Once the vote on aresolution is cast by the member the member shall not be allowed tochange it subsequently

19 The process and manner for remote e-voting are as underHow do I vote electronically using NSDL e-Voting system

The way to vote electronically on NSDL e-Voting system consists ofldquoTwo Stepsrdquo which are mentioned belowStep 1 Log-in to NSDL e-Voting system at httpswwwevotingnsdlcomStep 2 Cast your vote electronically on NSDL e-Voting systemDetails on Step 1 are mentioned belowHow to Log-in to NSDL e-Voting website

i Visit the e-Voting website of NSDL Open web browser by typing thefollowing URL https wwwevotingnsdlcom either on a PersonalComputer or on a mobile

ii Once the home page of e-Voting system is launched click on the iconldquoLoginrdquo which is available under lsquoShareholdersrsquo section

iii A new screen will open You will have to enter your User ID yourPassword and a Verification Code as shown on the screen Alternativelyif you are registered for NSDL eservices ie IDEAS you can log-in athttps eservicesnsdlcom with your existing IDEAS login Once youlog-in to NSDL eservices after using your log-in credentials click on e-Voting and you can proceed to Step 2 ie Cast your vote electronically

iv Your User ID details are given below Manner of holding shares ie Demat (NSDL or CDSL) or Physical

Your User ID is

a) For Members who hold shares in demat account with NSDL

8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012

b) For Members who hold shares in demat account with CDSL

16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12

c) For Members holding shares in Physical Form

EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

i Your password details are given belowa If you are already registered for e-Voting then you can use your existing

password to login and cast your voteb If you are using NSDL e-Voting system for the first time you will need to

retrieve the lsquoinitial passwordrsquo which was communicated to you Onceyou retrieve your lsquoinitial passwordrsquo you need enter the lsquoinitial passwordrsquoand the system will force you to change your password

c How to retrieve your lsquoinitial passwordrsquoi If your email ID is registered in your demat account or with the company

your lsquoinitial passwordrsquo is communicated to you on your email ID Tracethe email sent to you from NSDL from your mailbox Open the email and

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

3

open the attachment ie a pdf file Open the pdf file The password toopen the pdf file is your 8 digit client ID for NSDL account last 8 digits ofclient ID for CDSL account or folio number for shares held in physicalform The pdf file contains your lsquoUser IDrsquo and your lsquoinitial passwordrsquo

ii If your email ID is not registered please follow steps mentioned belowin process for those shareholders whose email ids are not registered

ii If you are unable to retrieve or have not received the ldquoInitial passwordrdquoor have forgotten your password

a) Click on ldquoForgot User DetailsPasswordrdquo (If you are holding shares inyour demat account w ith NSDL or CDSL) option available onwwwevotingnsdlcom

b) Physical User Reset Passwordrdquo (If you are holding shares in physicalmode) option available on wwwevotingnsdlcom

c) If you are still unable to get the password by aforesaid two options youcan send a request at evotingnsdlcoin mentioning your demat accountnumberfolio number your PAN your name and your registered address

d) Members can also use the OTP (One Time Password) based login forcasting the votes on the e-Voting system of NSDLAfter entering your password tick on Agree to ldquoTerms and Conditionsrdquoby selecting on the check box

iii Now you will have to click on ldquoLoginrdquo buttoniv After you click on the ldquoLoginrdquo button Home page of e-Voting will openDetails on Step 2 are given belowHow to cast your vote electronically on NSDL e-Voting systemi After successful login at Step 1 you will be able to see the Home page

of e-Voting Click on e-voting Then click on Active Voting Cyclesii After click on Active Voting Cycles you will be able to see all the

companies ldquoEVENrdquo in which you are holding shares and whose votingcycle is in active status

iii Select ldquoEVENrdquo of company for which you wish to cast your voteiv Now you are ready for e-Voting as the Voting page opensv Cast your vote by selecting appropriate options ie assent or dissent

verifymodify the number of shares for which you wish to cast your voteand click on ldquoSubmitrdquo and also ldquoConfirmrdquo when prompted

vi Upon confirmation the message ldquoVote cast successfullyrdquo will bedisplayed

vii You can also take the printout of the votes cast by you by clicking on theprint option on the confirmation page

viii Once you confirm your vote on the resolution you will not be allowed tomodify your vote

General Guidelines for shareholders1 Institutional shareholders (ie other than individuals HUF NRI etc) are

required to send scanned copy (PDFJPG Format) of the relevant BoardResolution Authority letter etc with attested specimen signature of theduly authorized s ignatory(ies) who are authorized to vote to theScrutinizer by e-mail to divyamatahgmailcom with a copy marked toevotingnsdlcoin

2 It is strongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential Loginto the e-voting website will be disabled upon five unsuccessful attemptsto key in the correct password In such an event you will need to gothrough the ldquoForgot User DetailsPasswordrdquo or ldquoPhysical User ResetPasswordrdquo option available on wwwevotingnsdlcom to reset thepassword

3 In case of any queries you may refer the Frequently Asked Questions(FAQs) for Shareholders and e-voting user manual for Shareholdersavailable at the download section of wwwevotingnsdlcom or call ontoll free no 1800-222-990 or send a request at evotingnsdlcoin orcontact Ms Pallavi Mhatre Manager or Ms Soni Singh Asst ManagerNational Securities Depository Limited Trade World lsquoArsquo Wing 4th FloorKamala Mills Compound Senapati Bapat Marg Lower Parel Mumbai ndash400 013 at the designated emai l id ndash evotingnsdlcoin orpallavidnsdlcoin or SoniSnsdlcoin or at telephone nos- +91 2224994545 +91 22 24994559 who will also address the grievancesconnected with the voting by electronic meansProcess for those shareholders whose email ids are not registeredwith the depositories for procuring user id and password and

registration of e mail ids for e-voting for the resolutions set out inthis notice

1 In case shares are held in physical mode please provide Folio No Nameof shareholder scanned copy of the share certificate (front and back)PAN (self attested scanned copy of PAN card) AADHAR (self attestedscanned copy of Aadhar Card) by email to beetalrtagmailcom orlinakspcbyahoocom

2 In case shares are held in demat mode please provide DPID-CLID (16digit DPID + CLID or 16 digit beneficiary ID) Name client master orcopy of Consolidated Account statement PAN (self attested scannedcopy of PAN card) AADHAR (self attested scanned copy of Aadhar Card)to evotingnsdlcoin or linakspcbyahoocom or beetalrtagmailcomTHE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAYOF THE AGM ARE AS UNDER-

1 The procedure for e-Voting on the day of the AGM is same as theinstructions mentioned above for remote e-voting

2 Only those Members shareholders who will be present in the AGMthrough VCOAVM facili ty and have not casted their vote on theResolutions through remote e-Voting and are otherwise not barred fromdoing so shall be eligible to vote through e-Voting system in the AGM

3 Members who have voted through Remote e-Voting will be eligible toattend the AGM However they will not be eligible to vote at the AGM

4 The details of the person who may be contacted for any grievancesconnected with the facility for e-Voting on the day of the AGM shall bethe same person mentioned for Remote e-votingINSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGMTHROUGH VCOAVM ARE AS UNDER

1 Member will be provided with a facility to attend the AGM through VCOAVM through the NSDL e-Voting system Members may access thesame at httpswwwevotingnsdlcom under shareholdersmembers loginby using the remote e-voting credentials The link for VCOAVM will beavailable in shareholdermembers login where the EVEN of Companywill be displayed Please note that the members who do not have theUser ID and Password for e-Voting or have forgotten the User ID andPassword may retrieve the same by following the remote e-Votinginstructions mentioned in the notice to avoid last minute rush Furthermembers can also use the OTP based login for logging into the e-Votingsystem of NSDL

2 Members are encouraged to join the Meeting through Laptops for betterexperience

3 Further Members will be required to allow Camera and use Internet witha good speed to avoid any disturbance during the meeting

4 Please note that Participants Connecting from Mobile Devices or Tabletsor through Laptop connecting via Mobile Hotspot may experience AudioVideo loss due to Fluctuation in their respective network It is thereforerecommended to use Stable Wi-Fi or LAN Connection to mitigate anykind of aforesaid glitches

5 Shareholders who would like to express their viewsask questions duringthe meeting may register themselves as a speaker may send their requestmentioning their name demat account numberfolio number email idmobile number at linakspcbyahoocom

6 Shareholders who would like to express their viewshave questions maysend their questions in advance mentioning their name demat accountnumberfolio number email id mobile number at linakspcbyahoocomThe same will be replied by the company suitably

7 Those shareholders who have registered themselves as a speaker willonly be allowed to express their viewsask questions during the meetingThe Company reserves the right to restrict the number of speakersdepending on the availability of time for the AGM

8 Members who need assistance before or during the AGM can contactNSDL on evotingnsdlcoin 1800-222-990

By the Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THECOMPANIES ACT 2013

and reg 17(11) of SEBI (LODR) (AMENDMENT) REGULATIONS 2018Item no 4Mr Anil Kumar Singh who is one of the promoter Directors and also thecontinuing Managing Director of the Company has to be reappointed as theManaging Director of the Company on the recommendation of the remunerationCommittee for a term of 05 years wef 01122020 on the terms and conditionsand remuneration as set out in the notice As Mr Anil Kumar Singh hasattained the age of 70 years prior consentapproval of the shareholders byway of passing special resolutions is required Hence this resolutionMr Anil Kumar Singh and Mrs Meena Singh being relatives would be deemedconcerned in this resolution Accordingly the directors recommend the specialresolution in relation to appointment of Mr Anil Kumar Singh as ManagingDirector for approval of the shareholders as set out in Item-4 of this NoticeItem no 5Mr Ram Chandra Gaur was appointed as an Independent Director at theAGM held on 30092015 till the conclusion of the 35th AGM to comply withthe provisions of Section 149 and Companies (Appointment and Qualificationof Directors) Rules 2014 and other applicable provisions and Clause 49 ofthe Listing Agreement amended up to the date The term of office of Directorof Mr Ram Chandra Gaur would expire at the end of this Annual GeneralMeeting as Independent Director Keeping in view the statutory requirementof appointing Independent Director the Board recommend passing of thisresolution Except Mr Ram Chandra Gaur none of other Directors would bedeemed concerned in this resolution

Name of persons of Promoter Group Folio No No of Shares Himanshu Mohan Singh 0023 10800 Rajendra Kumar Mehra 0008 7800 Rajesh P Singh 6989 400 Rajesh Prasad Singh 0013 132900 Vijay Singh 0034 103000 Harsh Singh Trust 9433 262500 517400

Accordingly consentapproval of the Company is required to authorise Boardof Directors of the Company to submit necessary application to StockExchange Mumbai or any other appropriate authority for seeking the aboveapproval for reclassification of the PromotersPromoters Group excluding theholding of above shareholdersNone of the Directors or their relatives Key Managerial Personnel or theirrelatives are in any way concerned or interested financially or otherwise inthe proposed Resolution

By Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

Item no 6Reg 31(2) of SEBI (LODR) Regulations 2015 require for holding 100 ofthe promoters shares in dematerialized form However following persons ofPromoter group holding 517400 equity shares of Re1- each (570 of totalpromoterspromoters group holding and 299 of total equity share capital ofthe Company) belonging to Promoters Group not cooperating to comply withthe provisions of Reg 31(2) of SEBI (LODR) Regulations 2015

Appendix ndashAThe details of the Directors retire by rotation and seeking re-appointment and being appointed as MD or Independent Director-

Sr No

Name of the Director

Qualifi- cation

Directorship of Other Companies

Committee position held in other companies

Professional expertise

Nos of shares held Relationship between directors

interse

1 Mr Anil Kumar Singh (DIN-00225518)

BTech PGDBA

Vindhyachal Finlease Pvt Ltd (CIN U65929DL1996PTC079905)

NIL

Has experience in management and leadership skills for heading the Company forward

5425500 Nos of Equity shares

Related with Mrs Meena Singh (Director)

2 Mr Ram Chandra Gaur (DIN-02317264)

BTech

Naturesfeast amp Health Food Pvt Ltd (CIN U15122UP2011PTC043463) Progressive Development Initiatives (CIN U74120UP2014NPL066644)

NIL

Has experience in management and leadership skills as an Independent Director

NIL Nos of Equity shares

Not related to any Director of the Company

By the Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

BOARDSrsquo REPORT

ToThe MembersLINAKS MICROELECTRONICS LIMITED

Your Directors present the Thirty Fifth Boardsrsquo Report of the Company togetherwith Audited Financial Statements of your company for the financial yearended 31st March 20201 FINANCIAL RESULTS

(Amount in Thousand Rs)Year ended Year ended31032020 31032019

(a) Turnover (including Other Income) 4674 6922(b) Net ProfitLoss (before depreciation and tax) -4984 -6419Depreciation 1564 1564(c) Net Profit(Loss) before extraordinary items -6548 -7983Extraordinary items - -(d) Net Profit(Loss) before tax -6548 -7983Provision for Tax (including for deferred tax) 0 0(d) Net Profit(Loss) after tax -6548 -7983

2 BRIEF DESCRIPTION OF THE COMPANYrsquoS WORKING DURING THEYEARThe Directors concluded the last yearrsquos Directorrsquos Report with thewords In the coming year we do not foresee any significant impedimentin ramping up our sales to break-even level and beyond

We could not have been more off the mark Anything that could go wrongdid go so in the year under review - Market Payments Legal Shocks onthe Real Estate Development front Employee churn and what have youThe market of indigenously made LED lights which had been reelingunder severe headwinds from cheap Chinese imports suffered a doublewhammy by the virtual collapse of the payment cycle from theMunicipalities and Town Areas causing a massive cash crunch Municipalfunds for LED switchover are heavily dependent on GovernmentSubsidies under Govt of Indiarsquos SLNP initiative But SLNP funds of lateare virtually down to trickles The demand kept going south and paymentswent from bad to worseThe mounting expenditure on multiple litigations on the salvaging ofReal Estate venture further hamstrung our liquidity The fraudulentbehaviour of the Developer who has since vanished the tagging of ourCorporate Guarantee in the suit filed by the Syndicate Bank in NCLT

4

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

5

our criminal case against the Developerrsquos and the Bank countersuit inthe DRT and civil litigation have all taken their toll on the Companyrsquosways and means Being the main aggrieved party we had banked heavilyon the Legal route for resolution in a reasonable time Looking back allof it appears a distant dream Here we are six months into the next yearand there is zero progress who could have imagined the scourge ofCOVID 19With the COVID Lockdown from March 22 2020 the way ahead is avirtual minefield and what roadmap could you chart except to stay putin a state of suspended animation Employee morale has taken a hitCustomers have gone in their shell and those who owe us money are indeep slumber and incommunicadoThe uncertainty is interminable So much so that the misery of uncertaintyis worse than the certainty of miseryThere is darkness all around but in the midst of darkness light persistsThere is no slackening in our relentless pursuit to tide over the currentgloom and doom and team Linaks is gung-ho and even this would pass

3 SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIESThe Company does not have any Subsidiary Joint venture or AssociateCompany

4 DIVIDEND amp RESERVESIn view of losses during the year under review no dividend pay-out isbeing recommended and accordingly no question of appropriation ofreserves arise

5 SHARE CAPITALThe paid up share capital of the company as at 31st March 2020 remainedat Rs 49535300 During the period under report your company hasnot issued any shares including Sweat Equity ESOP Bonus andorConvertible Debentures

6 DEPOSITSThe Company has neither accepted nor renewed any deposits duringthe year under review

7 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADEUNDER SECTION 186 OF THE COMPANIES ACT 2013There was no loans guarantees or investments made by the Companyunder Section 186 of the Companies Act 2013 during the year underreview and hence the said provision is not applicable

8 MATERIAL CHANGES amp COMMITMENTSExcept the effect of overall impact of COVID-19 on the economy of wholeworld there has been no material changes and Commitment affectingthe financial position of the Company which have occurred between theend of the financial year of the Company to which the financial statementsrelate and date of the Report

9 RISK MANAGEMENT POLICY OF THE COMPANYThe Company does not have any Risk Management Policy as theCompany is still in its rehabili tation However the Company hasintroduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworksand processes to drive a common integrated view of risks optimal riskmitigation responses and efficient management of internal control andassurance activities

10 HUMAN RESOURCE DEVELOPMENTAt LINAKS human resource development is considered vital for effectiveimplementation of business plans Constant endeavours are being madeto offer professional growth opportunities and recognition Your Companytreats its ldquohuman resourcesrdquo as one of its most important assets YourCompany continuously invests in attraction retention and developmentof talent on an ongoing basis A number of programs that provide focusedpeople attention are currently underway Your Company thrust is on thepromotion of talent internally through job rotation and job enlargement

11 OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013The Company is an equal opportunity employer and consciously strivesto build a work culture that promotes dignity of all employees As requiredunder the provisions of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rulesframed thereunder the Company has implemented a policy on Preventionof Sexual Harassment of Women at Workplace An Internal Committee

has been set up to receive complaints investigate the matter and reportto the management At the beginning of the year there was no complaintpending During the year no complaint was received by the Committeeand hence no complaint was pending at year end

12 AUDITORSStatutory Auditors

At the 32nd Annual General Meeting held on September 28 2017 themembers had appointed Ms Jaiswal Singh amp Co (Firm Registration No011049C) Chartered Accountants Kanpur as Statutory Auditors for ablock period of 05 years beginning from the conclusion of the 32nd AGMtill the conclusion of the 37th AGM subject to them ratifying the saidappointment at every AGM The Company had received confirmationfrom Ms Jaiswal Singh amp Co to the effect that their appointment wouldbe in terms of Section 139 and 141 of the Companies Act 2013 andrules made thereunderThe Statutory Auditors have audited the books of accounts of theCompany for the Financial Year ended on March 31 2020 and haveissued the Auditorsrsquo Report thereon The Statutory Auditors have notmade any adverse comments or given any qualification reservation oradverse remarks or disclaimer in their Audit Report

Secretarial AuditorsPursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company has appointed MS Divya Matahand Associates a firm of Company Secretary in Practice to undertakethe Secretarial Audit of the Company The Report of the Secretarial Auditis annexed herewith as lsquoAnnexure A lsquoto this reportAs required under Regulation 24A of SEBI (LODR) Regulations 2015Ms Divya Matah amp Associates Practicing Company SecretariesLucknow has reported on the Annual Secretarial Compliances of theCompany for the year ended on 31st March 2020 The report is uploadedto the Stock Exchange The said report has been provided underlsquoAnnexure-Brsquo of the Directorsrsquo ReportThe Secretarial Auditor has not made any adverse comments or givenany qualification reservation or adverse remarks or disclaimer in theirAudit Report and Compliance Report

13 DIRECTORS AND KEY MANAGERIAL PERSONNELIn accordance with provision of the Companies Act 2013 Mr Anil KumarSingh Managing Director of the Company is liable to retire by rotationat the ensuing AGM and is eligible for his reappointmentNecessary resolutions for the reappointment of the aforesaid directorand the detailed profile has been included in the notice convening theannual general meetingThere has been no change in the Board of Directors of the Companyduring the Financial Year 2019-20 All the directors of the company haveconfirmed that they are not disqualified from being appointed as directorsin terms of Section 164 of the Companies Act 2013Furthermore Ms Deepti Bammi (ACS No A57019) was appointed asthe Company Secretary of the Company wef February 4 2019 but sheresigned from the job as on January 14 2020 due to some of her personalreasonsIn order to comply with the mandatory requirement of recruiting aCompany Secretary and Compliance Officer in a Listed company thecompany appointed Ms Priya Gupta an Associate Member of TheInstitute of Company Secretaries of India (ACS No A55368) as theCompany Secretary and Compliance Officer of the Company pursuantto Section 203 of the Companies Act 2013 and Rule 8 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014wef June 10 2020With respect to mandatory requirement for appointment of Chief FinancialOfficer in a Listed Company Mr Girish Chandra Jha being a commercegraduate and holding around 30 years of working experience has beenappointed as the CFO of the Company wef April 2 2019

14 MANAGERIALEMPLOYEES REMUNERATIONA) Details of the ratio of the remuneration of each director to the median

employeersquos remuneration and other details as required pursuant to Rule5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 cannot be worked out as the process ofrecruitment of staff has not yet completed The skeletal staff with whichthe Company is presently working are mainly on part time basis

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

6

B) As required pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company didnot have any employee drawing a remuneration of Rs 6000 lacs pa ifemployed throughout the year or Rs500 lacs pm if employed for apart of the said year under review Moreover there was no employeeemployed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case maybe at a rate which in the aggregate is in excess of that drawn by themanaging director or whole-time director or manager and holds by himselfor along with his spouse and dependent children not less than twopercent of the equity shares of the company

C) None of the Managing Director or Whole-time Director of the Companywas in receipt of any commission from the Company Moreover as theCompany did not have any holding or subsidiary Company the questionof receiving commission by them from such Company also does notarise

15 DIRECTORSrsquo RESPONSIBILITY STATEMENTIn accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submit its responsibility Statement

(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating tomaterial departures

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of thecompany for that period

(c) the directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) the directors had prepared the annual accounts on a going concern basisand

(e) the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate andwere operating effectively

(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequateand operating effectively

16 CORPORATE SOCIAL RESPONSIBILITY INITIATIVESIn view of losses the Company has not developed and implementedany Corporate Social Responsibility initiatives as the said provisionsare not applicable

17 EXTRACT OF ANNUAL RETURN (FORM MGT-9)As per the requirements of Section 92(3) and 134(3)(a) of the Act andRules made thereunder the extract of the Annual Return for the FY2019-20 is given in lsquoAnnexure C lsquo in the prescribed Form MGT-9 whichis a part of this report

18 MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORTOF DIRECTORS ON CORPORATE GOVERNANCEYour Company has already implemented the requirement of Regulation27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ie Corporate Governance As required a ManagementDiscussion and Analysis Report and Directorsrsquo Report as well as AuditorsrsquoCertificate on Corporate Governance are given alongwith this report

19 ACKNOWLEDGEMENTYour Directors wish to place on record their appreciation for the co-operation and support extended by the Shareholders various authoritiesbanks dealers and vendorsThe Directors also acknowledge with gratitude the dedicated efforts andvaluable contribution made by all the employees of the Company

By order of the Board

Date 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

DIRECTORSrsquo REPORT ON CORPORATE GOVERNANCEPhilosophyLinaks upholds its standing at the forefront of Corporate Governance bestpractices Linaks envisages the attainment of the highest levels oftransparency accountability and ethics in all facets of its operations It hasbeen committed to the principles of transparency integrity accountability andresponsibility The Company takes feedback into account on its periodicreviews of the guidelines to ensure their continuing relevance effectivenessand responsiveness to the needs of its investors Linaks considers that all itsoperations and actions must serve the underlying goal of increasing employeeand customer satisfaction and enhancing overall Shareholder valueBoard of DirectorsThe Company has combination of executive and non-executive Directors withnon-executive Directors constituting more than 50 per cent of the Board Asper the Listing Agreement lsquoIndependentrsquo or Non-Executive Directors havebeen defined as directors who apart from receiving Directors remunerationdo not have any other material pecuniary relationship or transactions withthe Company its promoters its management or its subsidiaries which in thejudgment of the Board may affect independence of judgment of the DirectorsIndependent Directors play an important role in deliberations at the BoardMeetings and the Company benefits from their expertise in achieving itsstrategic direction The Directors bring to the Board a wide range of experienceand skills The Board is constituted as under

Only Audit Committee Investorsrsquo Grievance Committee Nomination andRemuneration Committee and Committee for Prevention of Sexual Harassmentof Women at workplace are considered for the purpose of Committee positionsas per listing AgreementResponsibilitiesThe Board of Directors represent the interests of the Companyrsquos shareholdersin optimising long-term value by providing the management with guidanceand strategic direction on the Shareholderrsquos behalf The Boardrsquos mandate isto oversee the Companyrsquos strategic decision review corporate performanceauthorise and monitor strategic investments ensure regulatory complianceand safeguard interests of Shareholders Board members ensure that theirother responsibilities do not impinge on their responsibility as a Director ofLinaksRole of Independent DirectorsIndependent Directors play an important role in deliberations at the boardmeetings and bring to the company their wide experience in the field of financeaccountancy law etc The wide knowledge of both their field of knowledgeand boardroom practices help foster unbiased independent and experiencedprospectiveAppointment of Independent DirectorsThe Company has 3 Independent directors on its BoardThe Current independent director on Board are Mr Udai Bhan Singh MrRam Chandra Gaur and Mr Jai Ram Singh None of the Independent directorsare liable to retire by rotationAll Independent Directors of the Company at the time of their first appointmentto the Board and thereafter at the first meeting of the Board in every FinancialYear give a declaration that they meet with the criteria of Independence asprovided under Section 149 of the Companies Act 2013 and SEBI (LODR)Regulations 2015Board EvaluationPursuant to the provisions of the Companies Act 2013 and Regulation 17 ofthe Listing Regulations the Board has carried out an annual performanceevaluation of its Independent Directors and the Independent Directors alsoevaluated the performance of the Non- Independent Directors The Board ofDirectors expressed their satisfaction with the evaluation process The Boardof Directors also evaluated the functioning performance of Audit CommitteeStakeholders Relationship Committee Nomination amp RemunerationCommittee CSR Committee and expressed satisfaction with their functioningperformance

SNo DIRECTORS DIN NOOF DIRECTORSHIP

NO OF COMMITTEES

CATEGORY OF DIRECTOR

1 Mr Anil Kumar Singh 00225518 0 3 Member Managing Director 2 Mrs Meena Singh 02775239 0 1 Chairperson

1 Member Non Executive Non-Independent Director

3 Mr Udai Bhan Singh 06650869 0 2 Chairperson 2 Member

Independent Director

4 Mr Ram Chandra Gaur 02317264 2 2 Member Independent Director

5 Mr Jai Ram Singh 08356669 0 1 Chairperson Independent Director

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDBoard MeetingsThe meetings of the Board are generally held at the Registered office of thecompany Meetings are generally scheduled well in advance The Board meetsat least once a quarter to review the quarterly performance and the financialresults of the companyThe Company Secretary in consultation with the Managing Director preparesthe detailed agenda of the Board Meetings The Board papers are circulatedto the directors in advanceDuring the financial year 2019-20 the Board of Directors of the Companyduly met Six (6) times The intervening gap between the two meetings waswithin the period as prescribed under the Companies Act 2013The attendance of each director at the Board Meetings and at last AGM is asunder

Directors No Of board meetings attended Attendance At The34 th AGM

Mr Anil Kumar Singh 6 Yes

Mrs Meena Singh 6 Yes

Mr Udai Bhan Singh 6 Yes

Mr Ram Chandra Gaur 4 No

Mr Jai Ram Singh 6 No

Board CommitteesTo enable better and more focused attention on the affairs of the Companythe Board delegates particular matters to Committees of the Board set up forthe purpose These Committees prepare the groundwork for decision-makingand report at the subsequent Board MeetingThe Board is assisted by various committees- Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee ANDCommittee for Prevention of Sexual Harassment of Women at workplaceAudit CommitteeThe Audit Committee is constituted in accordance with the provisions ofRegulation 18 of SEBI (LODR) Regulations 2015 and Section 177 of theCompanies Act 2013 The Audit Committee comprises of

a Mr Ram Chandra Gaur ndash Member (Independent Director)b Mr Udai Bhan Singh ndash Chairperson (Independent Director)c Mr Anil Kumar Singh ndash Member (Managing Director)

The meetings of the audit committee are scheduled well in advance Theaudit committee met 4 times during the year under review on 2905201907082019 11112019 and 07022020 The Committee reviewed thequarterlyannual financial statements before submission to the Board forapprovalThe Committee reviews the report of the internal auditors and statutory auditorsalong with the comments and corrective actions taken by the ManagementThe committee also reviews the Asset- liability management systemNomination amp Remuneration CommitteeThe Companyrsquos Nomination amp Remuneration Committee consists of followingDirectors namely

a) Mr RC Gaur ndashMember (Independent Director)b) Mr Jai Ram Singh ndashChairperson (Independent director)c) Mr Udai Bhan Singh ndash Member (Independent Director)

The salary of the ManagingWhole-time Directors is recommended by theRemuneration Committee and approved by the Board No remuneration ispaid to the Non-Executive DirectorsThe powers role and terms of reference of the Nomination and RemunerationCommittee covers the areas as contemplated under SEBI (LODR) Regulations2015 Section 178 of the Companies Act 2013 and Rules made thereunderThe role of the Nomination and Remuneration Committee inter alia includesformulation of criteria of determining qualifications positive attributes andindependence of a director and recommendation to the Board of theremuneration policy formulation of criteria for evaluation of the IndependentDirectors and the Board devising a policy on Board Diversity and identificationof persons who are qualified to become directors and who may be appointedin senior management in accordance with criteria laid down and recommendto the Board their appointment and removalDuring the year the Nomination and Remuneration Committee met 2 Timeson 02042019 and 07022020

Remuneration PolicyThe Company has on the recommendation of the Nomination amp RemunerationCommittee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration This policy enablesto attract and maintain talented and motivated executives so as to encourageenhanced performance of the Company The remuneration policy envisagesa clear relationship between performance and remuneration including theremuneration paid and overall corporate performanceRemuneration paid to DirectorsManagingWhole-time Directors of the Company have been appointed on acontractual basis on the approval of the Shareholders Remuneration packageof Executive Directors is determined by the Remuneration Committee ofDirectors within the permissible limits under the applicable provisions of lawand is approved by Shareholders It comprises salary and other allowancesperquisites as approved by Shareholders Non-Executive Directors have sofar not been paid any remunerationcommission apart from sitting fees Detailsof remuneration to Directors are as follows

Director Relation with Linaks

Sitting fees

Remuneration paid during 010419 - 310320

Salary amp Perquisites Commission Total

Mr Anil K Singh Managing Director NIL 360000 NIL 360000

Stakeholders Relationship CommitteeThe stakeholders relationship committee comprises ofa) Mr Udai Bhan Singh ndash Chairperson (Independent Director)b) Mr Anil Kumar Singh ndash Member (Managing Director)c) Mrs Meena Singh ndash Member (Non Executive non-independent director)The Committee looks into the redressal of shareholders investors depositorsand Customer complaints The stakeholders relationship committee met 1time in the year on 07022020Committee for prevention of Sexual Harassment of Women at workplaceThe Members of the Committee for prevention of Sexual Harassment of Womenat workplace of the Company area) Mrs Meena Singh- Chairperson (Non Executive non-independent director)b) Mr AK Singh ndash Member (Managing Director)c) Mr UB Singh- Member (Independent Director)The Committee is authorised to strictly implement Companyrsquos policy forprevention of Sexual Harassment of Women at workplace and take suitabledisciplinary action against erring employee if any The committee met 1 timein the year on 07022020 However no complaint of sexual harassment wasreceived during the yearCertificate under Regulation 34(3) of SEBI Listing RegulationsThe Company has obtained a certificate pursuant to the Regulation 34(3)read with Schedule V of the Listing Regulations from MS Divya Matah andAssociates a firm of Company Secretary in practice confirming that none ofthe Directors are debarred or disqualified from being appointed or continuingas Directors of the Company either by Securities and Exchange Board ofIndia or the Ministry of Corporate Affairs or any other Statutory Authority Thesaid certificate forms part of this repot as lsquoAnnexure D lsquoShareholding of DirectorsThe Shareholding details of the directors as at March 31 2020 are includedin Form MGT-9 forming part of the Directorsrsquo Report Vigil Mechanism Whistle Blower PolicyThe Company believes to conduct its affairs in a fair and transparent mannerby adopting highest standards of professionalism honesty integrity and ethicalbehaviour The Company is committed in developing a culture where it issafe for all the employees to raise concerns about any wrongful conductThe Board has approved the vigil mechanism Whistle Blower policy of theCompany which provides a framework to promote a responsible and securewhistle blowing The Audit Committee oversees the Vigil MechanismParticulars Of Related Party TransactionsThere are no material related party transactions which are not in ordinarycourse of business or which are not on armrsquos length basis and hence thereis no information to be provided as required under Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014

7

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

8

Annual General MeetingsFollowing are details of the Annual General Meetings for the previous threeyears held The AGMs were held at the registered office of the Company at126 kms Barabanki Road Chinhut Lucknow

S No Particulars of Meeting Day and Date Number of SR passed Nature of SR

2018-19 34th Annual General Meeting

Monday 23rd September 2019 1

Appointment of Mr Jai Ram Singh as

Independent Director

2017-18 33rd Annual General Meeting

Wednesday 26th September 2018 1

Increase in remuneration of

Managing Director

2016-17 32nd Annual General Meeting

Thursday 28th September 2017 0 -

Month Open High Low Close No of SharesApr-19 068 068 068 068 536Jun-19 065 068 065 068 8535Jul-19 068 068 068 068 228Aug-19 068 068 059 059 1885Sep-19 059 059 057 057 2725Oct-19 057 059 057 057 2152Nov-19 057 057 057 057 2354Dec-19 055 055 055 055 1358Jan-20 055 055 055 055 210Feb-20 053 053 051 051 3265Mar-20 049 049 049 049 1127

Generally all the resolutions in the AGM are passed through show of handsNone of the Special Resolutions passed at the above Annual General Meetingswere required to be put to vote through Postal Ballot However as requiredthe Company made necessary arrangements of e-voting with NSDL on theoccasion of the Annual General Meeting held on 23092019Market price data

Shareholding of nominal Shareholders Total to Totalvalue of Re1 - held Shares Shares

Number of Total1-5000 4828 9598 3430551 1978945001-10000 106 210 464105 4407810001-50000 63 122 1206730 6961150001-100000 16 031 1222524 70522100001 amp above 17 033 10711390 617895TOTAL 5030 10000 17335300 10000

Depository ServicesFor guidance on Depository services Shareholders may write to the Registrarand Share Transfer Agent or National Securities Depository Limited TradeWorld 4th Floor Kamala Mills Compound Senapati Bapat Marg Lower ParelMumbai-400013 email infonsdlcoin website wwwnsdlcom or CentralDepository Services (India) Limited Marathon Futurex A-Wing 25th FloorNM Joshi Marg Lower Parel Mumbai-400013email investorscdslindiacom website wwwcdslindiacomShare Transfer SystemAs per the directions of SEBI the Company has appointed Ms Beetal Financialamp Computer Services (P) Ltd as Common Agency for Share transfer both inphysical and demat form wef 01042003The Registrar and Share Transfer Agents register share transfers in physicalform within 15-20 days of the receipt of the completed documents Invalidshare transfers were returned within 15 days of receipt All requests fordematerialisation of Shares were processed and confirmations were given tothe respective Depositories ie National Securities Depository Limited andCentral Depository Services (India) Ltd The company also offers transfercum Demat facility simultaneouslyRegistrar amp Share Transfer AgentMs Beetal Financial amp Computer Services (P) LtdBeetal House 3rd Floor 99 MadangirBehind Local Shopping CentreNr Dada Harsukhdas MandirNew Delhi-110 062Ph 011-29961281E-mail beetalrtagmailcom

Distribution Schedule as on March 31 2020

Dematerialisation of Shares amp LiquidityThe Company has entered into agreements with National Securities DepositoryLimited (NSDL) amp Central Depository Services (India) Limited (CDSL) As atMarch 31 2020 77257 percent (13392760 Shares) of the Companyrsquos totalshares were held in dematerialised form while 22743 percent (3942540Shares) were held in physical form

Outstanding GDRsADRsWarrants or any Convertible instrumentsconversionDate impact on Equity NA

Address for CorrespondenceLinaks Microelectronics Ltd Phone 0522-6549493126 km Barabanki RoadChinhat Lucknow-227 105Email linakspcbyahoocomNomination FacilityIndividual Shareholders of physical shares can nominate any person for theshares held by them This will save the nominee from going through the lengthyprocess of getting the shares lateron transmitted to his name Members arerequested to write to the Registrar amp Share Transfer Agents to avail the facilityMeans of CommunicationThe financial results were published in the Hindustan Times in English andHindustan or Sahara in Hindi the vernacular newspaper All materialinformation about the Company is promptly uploaded online to the BSErsquosdesignated portal httplistingbseindiacom the Stock Exchange where theCompanyrsquos Shares are listed and released for dissemination to the public atlarge

Unclaimed DividendsThe Company has no unclaimed dividendTransfer Of Amounts To Investor Education And Protection FundYour Company did not have any funds lying unpaid or unclaimed for a periodof seven years Therefore there were no funds which were required to betransferred to Investor Education and Protection Fund (IEPF)Orders Passed By RegulatorsCourtsTribunalsThere is no such order passed by the RegulatorsCourtsTribunals in respectto the Company during the financial yearDisclosureThe Company entered into no transaction of material nature with the promotersDirectors the management or their relatives that could have had a potentialconflict with the interest of the Company The Register of contracts containingthe transactions in which the Directors are interested is regularly placed beforethe Board There were no pecuniary transactions with the independentnon-executive Directors other than payment for expensesfee for attending BoardMeetings

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry structure amp DevelopmentPCB industry consists of a handful of medium sized units and a number ofsmall-scale units which are mostly independent ie they are not part of anylarge conglomerate excepting a couple of unitsThe units were historically promoted by technocrat entrepreneurs who in theold days received bank finance easily to promote industrial growth Most ofthese units were set up in mid 80rsquos and some of them have ceased to operateThe survivors are those which from time to time have been investing intechnology and capacity Initially the units were manufacturing simple singlesided and double sided PCBs but now there are units like ATampS who aremaking PCBs with 24 layers buried vias 4 mil line and spaces etc In thearea of single sided PCBs we have some units that are now manufacturingflexible circuitsStill on the whole industry is small because the actual demand for PCBs formanufacturing various types of Electronic equipment is still not very large inIndia largely due to screw-driver-kit-assembly nature of the Indian equipmentindustry

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

9

Opportunities amp Threats The industry has a domestic market which initiallywas driven by telecommunication but thanks to the lopsided custom tariffstructure telecom manufacturing has shallowed out resulting in steep declinein PCB demand Although the telecom infrastructure has grown by leaps andbounds but the downstream electronic component demand has not seen anygrowth since all fresh demand for equipment has been met largely throughimports Thus now the domestic requirement is dependent on diversesegments like automation control instrumentation metering and automotiveAutomotive electronics though a massive growth engine can be volatile as itis subject to global business swings in this connected world of automotivebusiness with only a handful of players The gradual easing of custom dutiesis happening on account of India being a signatory to ITA But this threat isalso an opportunity because it applies to the developed countries too whoare still levying duty on Indian importsIn fact India with a low cost technical manpower enjoys tremendous advantageas an export-manufacturing base and especially to the high cost developedcountries of Europe and the US The industry and moreover Linaks shouldleverage this advantage The company is already working towards it as theyhave a clutch of regular and reliable customers in Europe and they are alsoin the process of developing new ones in Eastern Europe and AmericasRisks and Concerns Apart from ongoing impact of COVID-19 pandemicmajor risk the industry faces is of over dependence on one market segmentand the industry in India Linaks included has faced this prospect becausemany a times their fortunes have fluctuated with those of the telecommunicationsectorThen there is always the over riding concern of fast technologicalobsolescence which entails constant drain on resources at times impedingones capability to service onersquos customersOverview On the whole the industry has a lot of promise provided one isable to keep up with the demands of the market placeFinancial performance The financial performance is directly related to thecompanyrsquos ability to remain competitiveResource amp Liquidity Resource position would remain comfortable if thecompany is able to trade profitably and liquidity is the direct function of theaboveThe company has not been able to meet its financial goals because due toextraneous circumstances it went into losses and the rehabilitation packagedrawn under BIFR has also been buffeted by the uncertainty of the marketplaceOutlook The outlook is positive as market-wise we do not see any majorimpediment in re-establishing ourselves Our initial feelers in the PCB marketand also to our old customers has met with encouraging resultsInternal Control System Your Companyrsquos management continuously reviewsthe internal control system and procedures to ensure orderly and efficientconduct of business Your Company adheres to its written corporate policieswith respect to all transactions financial reporting and budgeting to ensurethat all assets are safeguarded and protected against loss from unauthoriseduse or disposition and that transactions are authorised recorded and reportedcorrectlyThe Company regularly conducts internal audits either through external orinternal resources to monitor the effectiveness of internal control in theorganisationAudits are finalised and conducted based on internal risk assessmentSignificant findings are brought to the notice of the Audit Committee of theBoard and corrective measures recommended for implementation Reportsof the internal auditor are also regularly reviewed by the Management andcorrective action initiated to strengthen the controls and enhance theeffectiveness of the existing systemsHuman Resources The Company gives full and fair consideration to allemployees with regard to their particular aptitudes and abilities Trainingcareer development and promotion are as far as practicable considered forall employees according to their skills and abilities The Company consistentlyseeks to recruit develop and employ throughout the organisation suitablyqualified capable and experienced people irrespective of race religion orsex All decisions relating to employment practices are objective free frombias and based solely upon work criteria and individual meritOur development performance and rewards system is linked to organisationperformance The Company strives to provide excellent staff welfare measuresto promote employee satisfaction and thereby attract and retain efficientmanpower Training needs are regularly identified and imparted with the helpof both internal trainers and external professional faculties of repute We

have built team driven organisation where all employees work together tocreate our futureCautionary Statement The statement made in this Report describing theCompanyrsquos projections expectations and estimations may be a forward lookingstatement within the meaning of applicable securities laws and regulationsThese statements are based on certain assumptions and expectations of futureevents Actual results may differ from those expressed or implied in this Reportdue to the influence of external and internal factors which are beyond thecontrol of the Company

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

Annexure AForm No MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31032020

[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 ofthe Companies (Appointment and Remuneration Personnel) Rules 2014]

ToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by LinaksMicro Electronics Limited (hereinafter called the company) Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluatingthe corporate conductsstatutory compliances and expressing my opinionthereonBased on our verification of the Linaks Micro Electronics Limitedrsquos bookspapers minute books forms and returns filed and other records maintainedby the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial auditWe hereby report that in our opinion the company has during the audit periodcovering the financial year ended on 31st March 2020 complied with thestatutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filedand other records maintained by Linaks Micro Electronics Limited (ldquotheCompanyrdquo) for the financial year ended on 31st March 2020 according to theprovisions of(i) The Companies Act 2013 and the Companies Act 1956 (to the extent

applicable) (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules

made thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed

thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations

made thereunder to the extent of Foreign Direct Investment OverseasDirect Investment and External Commercial Borrowings

Not applicable to the company during the Audit Period(v) The following Regulations and Guidelines prescribed under the Securities

and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-(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 2015(c) The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations 2009Not applicable to the company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999Securities And Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

Not applicable to the company during the Audit Period

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

10

(e) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

Not applicable to the company during the Audit Period(f) The Securities and Exchange Board of India (Registrars to an Issue and

Share Transfer Agents) Regulations 1993 regarding the Companies Actand dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009

Not applicable to the company during the Audit Period(h) The Securities and Exchange Board of India (Buyback of Securities)

Regulations 1998Not applicable to the company during the Audit Period

(i) The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

(vi) The other laws as may be applicable specifically to the company are1 The Air (Prevention and Control of Pollution) Act 19812 The Environment (Protection) Act 19863 The Water (Prevention and Control Pollution) Act 19744 Factories Act 19485 Industrial Disputes Act 19476 The Payment of Wages Act 19367 Maternity Benefit Act 19618 The Minimum Wages Act 19489 Employeesrsquo State Insurance Act 194810 The Employeesrsquo Provident Funds and Miscellaneous Provisions Act

195211 The Payment of Bonus Act 196512 The Payment of Gratuity Act 197213 The Industrial Employment (Standing Order) Act 194614 The Sexual Harassment of Women at Workplace (Prevention Prohibition

and Redressal) Act 2013We have also examined compliance with the applicable clauses of thefollowing

(i) Secretarial Standard on Meetings of the Board of Directors and GeneralMeetings issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with Bombay StockExchangeDuring the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etcas mentioned hereinaboveIn respect of other laws specifically applicable to the Company we haverelied on informationrecords produced by the company during the courseof our audit and the reporting is limited to that extent

We further report thatThe Board of Directors of the Company is duly constituted with properbalance of Executive Directors Non-Executive Directors and IndependentDirectors The changes in the composition of the Board of Directorsduring the period under review were carried out in compliance with theprovisions of the ActAdequate notice is given to all directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meetingand for meaningful participation at the meeting Majority decision iscarried through while the dissenting membersrsquo views are captured andrecorded as part of the minutesWe further report that there are adequate systems and processes inthe company commensurate with the size and operations of the companyto monitor and ensure compliance with applicable laws rules regulationsand guidelinesWe further report that during the audit period the company did nothave any specific events actions having a major bearing on thecompanyrsquos affairs in pursuance of the above referred laws rulesregulations guidelines standards etc referred to above

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020This report is to be read with our letter of even date which is annexed asrsquo

Annexure Arsquo and forms an integral part of this report

lsquoANNEXURE ArsquoToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105

Our report of even date is to be read along with this letter

1 Maintenance of secretarial record is the responsibility of the managementof the company Our responsibility is to express an opinion on thesesecretarial records based on our audit

2 We have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contents ofthe Secretarial records The verification was done on test basis to ensurethat correct facts are reflected in secretarial records We believe thatthe processes and practices we followed provide a reasonable basisfor our opinion

3 We have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the company

4 Where ever required we have obtained the Management representationabout the compliance of laws rules and regulations and happening ofevents etc

5 The compliance of the provisions of Corporate and other applicable lawsrules regulations standards is the responsibility of management Ourexamination was limited to the verification of procedures on test basis

6 The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness with whichthe management has conducted the affairs of the company

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020

Annexure BSecretarial compliance report of Linaks Microelectronics Limitedfor the year ended 31st March 2020

IWe have examined(a) all the documents and records made available to us and explanation

provided by Linaks Microelectronics Limited (ldquothe listed entityrdquo)(b) the filings submissions made by the listed entity to the stock exchanges(c) website of the listed entity(d) any other document filing as may be relevant which has been relied

upon to make this certification for the year ended 31032020 (ldquoReviewPeriodrdquo) in respect of compliance with the provisions of

(a) the Securities and Exchange Board of India Act 1992 (ldquoSEBI Actrdquo) andthe Regulations circulars guidelines issued there under and

(b) the Securities Contracts (Regulation) Act 1956 (ldquoSCRArdquo) rules madethere under and the Regulations circulars guidelines issued there underby the Securities and Exchange Board of India (ldquoSEBIrdquo)The specific Regulations whose provisions and the circulars guidelinesissued there under have been examined include-

a) Securit ies and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

b) Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018

c) Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations 2011

d) Securities and Exchange Board of India (Buyback of Securities)Regulations 2018

e) Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

f) Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations2013

h) Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 and circulars guidelines issued there under andbased on the above examination IWe hereby report that during theReview Period

a) The l isted enti ty has complied w ith the provisions of the aboveRegulations and circulars guidelines issued there under except inrespect of matters specified below-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

11

SrNo Compliance Requirement Deviations Observations (Regulations circulars Remarks of the guidelines including specific Practicing clause) Company Secretary NA NA NA

(b) The listed entity has maintained proper records under the provisions ofthe above Regulations and circulars guidelines issued there under inso far as it appears from myour examination of those records

(c) The following are the details of actions taken against the listed entity itspromoters directors material subsidiaries either by SEBI or by StockExchanges (including under the Standard Operating Procedures issuedby SEBI through various circulars) under the aforesaid Acts Regulationsand circulars guidelines issued there under

Sr No Action taken by Details of

violation

Details of action taken Eg fines warning letter

debarment etc

Observations remarks of the

Practicing Company

Secretary if NA NA NA NA

(d) The listed entity has taken the following actions to comply with theobservations made in previous reports

Sr No Observations of the Practicing

Company Secretary in the previous reports

Observations made in the secretarial compliance

report for the year Ended 31032019

Actions taken by the listed entity

if any

Comments of the Practicing Company Secretary on the actions taken by the listed entity

NA NA NA NA

Divya MatahProprietorDivya Matah amp AssociatesCompany SecretariesM No ndash 31186 CP - 11719Date 26062020Place Lucknow

Annexure C

FORM NO MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31032020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014I REGISTRATION amp OTHER DETAILS

1 CIN L32101UP1986PLC007841 2 Registration Date 11041986 3 Name of the Company LINAKS MICRO ELECTRONICS LIMITED 4 CategorySub-category of the Company Company limited by shares Non-Government Company

5 Address of the Registered office amp contact details

126 KM BARABANKI ROAD CHINHAT LUCKNOW UTTAR PRADESH INDIA - 227105

6 Whether listed company Yes

7 Name Address and Contact Details of the Registrar and Transfer Agent if any

MS Beetal Financial and Computer Services (P) Ltd Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre Dada Harsukhdas Mandir New Delhi- 110062

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 or more of the total turnover of the company shall be stated)

S No Name and Description of main products services NIC Code of the Productservice to total turnover of the company

1 Printed Circuit Board 32 100

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

12

III SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

13

B) Shareholding of Promoter-

Sl No Shareholderrsquos Name Shareholding at the

beginning of the year 31-03-2019 Shareholding at the end of the year-

31-03-2020

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

change in share holding

during the year

1 ANIL KUMAR SINGH ALSPS0283Q 5425500 312974

0 5425500 312974 0 0

2 ATUL KUMAR SINGH ADPPS6741L

93000

05365 0 93000 05365

0 0

3 BHANU PRATAP SINGH ANPPS2821R 60000 03461

0 60000 03461 0 0

4 GAUTAM SINGH ASWPS4298Q 132240

07628

0 132240 07628 0

0

5 HIMANSHU MOHAN SINGH 10800 00623 0 10800 00623 0 0

6 MANVI SINGH DEO ALGPS8666M 504476 29101 0

504476 29101 0 0

7 MEENA SINGH BCFPS4716M 1420880 81965 0 1420880 81965 0 0

8 NAMITA SINGH AEHPS7933M 448300

25861

0 448300 25861 0

0

9 RAJENDRA KUMAR MEHRA ADVPM5557C

7800

00450 0 7800 00450 0 0

10 RAJESH P SINGH 400

00023

0 400 00023 0

0

11 RAJESH PRASAD SINGH 132900

07666 0 132900 07666 0 0

12 SHOBHA SINGH AUZPS5187P 80000 04615 0 80000 04615 0 0

13 SIDDHARTH SINGH AKWPS0843H

74800

04315 0 74800

04315

0 0

14 SARLA SINGH ABIPS0818D 146260

08437 0 146260 08437 0 0

15 UDAYAN SINGH AWEPS7645F 102700

05924 0 102700 05924 0 0

16 USHA KIRAN AHAPK5385K 75000

04326 0 75000 04326 0 0

17 VIJAY SINGH 103000

05942 0 103000 05942 0 0

18 HARSH SINGH TRUST AABTH1990F (Transmitted from Harsh Singh)

262500 1514 0 262500 1514 0 0

Total 9080556 523819 0 9080556 523819 0 0

C) Change in Promotersrsquo Shareholding (please specify if there is no change)

SNo Name of the shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year

Nos of shares of total share of the Company

Nos of shares

of total share of the Company

1 At the beginning of the year 9080556 523819 9080556 523819

Date wise increase Decrease in promoters shareholding during the year specifying the reason for increase decrease (eg allotment transfer bonus sweat equity etc)

NA NA NA NA

At The End Of The Year 9080556 523819 9080556 523819

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

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ited

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105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Limited

R

2019-2020

XXXV

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

LINAKS MICROELECTRONICS LTD

(CIN L32101UP1986PLC007841)

Regd Office

126 Km Barabanki Road Chinhat

Lucknow-227 105

BOARD OF DIRECTORS

Mr Anil K Singh (DIN00225518) -Managing Director

Mr UB Singh (DIN 06650869) - Independent Director

Mrs Meena Singh (DIN 02775239) - Director

Mr Ram Chandra Gaur (DIN 02317264) Independent Director

Mr Jai Ram Singh (DIN 08356669) Independent Director

AUDITORSJaiswal Singh amp Co(Chartered Accountants)

Secretarial AuditorsDivya Matah amp Associates(Practicing Company Secretaries)

Company Secretary

Ms Deepti Bammi upto 14012020

Ms Priya Gupta wef 10062020

Chief Financial Officer

Mr Girish Chandra Jha

BANKERS

Vijaya Bank

SHARE HOLDERSrsquo INFORMATION

SHARE TRANSFER ARRANGEMENT AND

DEMATERIALISATION STATUS OF SHARES

The Company appointed Ms Beetal Financial amp Computer

Services Pvt Ltd as RTA for Physical and Dematerialised

shares of the Company The shares of the Company are

compulsorily traded in Dematerialised form wef 28092000

under ISIN-INE028C01027 with NSDL amp CDSL The

addresses of NSDL CDSL amp Beetal are given below

1 National Securities Depository Ltd

Trade World 4th Floor Kamala Mil ls Compound

Senapati Bapat Marg

Lower Parel Mumbai-400 013

2 Central Depository Services (India) Ltd

Marathon Futurex A-Wing 25th Floor

NM Joshi Marg Lower Parel

Mumbai - 400013

3 Beetal Financial amp Computer Services (P) Ltd

Beetal House 3rd Floor 99 Madangir

Nr Dada Harsukhadas Mandir

New Delhi-110 062

STOCK EXCHANGE (WHERE COMPANYrsquoS SHARES ARE

LISTED)

The Stock Exchange Mumbai

Phiroze Jeejeebhoy Towers

Dalal Street Fort Mumbai-400 023

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

1

ANNUAL GENERAL MEETING NOTICE 2020Notice is hereby given that the 35th Annual General Meeting of MS LINAKSMICROELECTRONICS LIMITED will be held on Monday the 30th November2020 at 1130 AM through video conferencing or other audio visual means(VCOAVM) to transact the following businessORDINARY BUSINESSES1 To consider and adopt the Audited Financial Statements of the Company

for the year ended 31st March 2020 together with the Report of theBoard of Directors and Auditorsrsquo thereon and to consider and pass thefollowing resolution as an Ordinary ResolutionldquoRESOLVED THAT the audited Balance Sheet Statement of Profit ampLoss and Cash Flow Statement along with the notes forming part of theaudited financial statements for the financial year ended 31st March2020 along with the Auditorsrsquo Report and the Directorsrsquo Report thereonfor the financial year ended 31st March 2020 be and are hereby receivedconsidered and adoptedrdquo

2 To appoint a director in place of Mr Anil Kumar Singh who retires byrotation and being eligible offers himself for re-appointment and toconsider and pass the following resolution as an Ordinary ResolutionldquoRESOLVED THAT Sri Anil Kumar Singh (DIN 00225518) who retiresby rotation under Section 152 and other applicable provisions if any ofthe Companies Act 2013 (hereinafter referred as lsquothe Actrsquo) and the Rulesmade thereunder read with the Articles of Association of the Companyat the conclusion of 35th Annual General Meeting of the members of theCompany and being eligible has offered himself for re-appointment beand is hereby re-appointed as a Director on the Board of the Companywhose period of office shall be liable to retire by rotationrdquo

3 To ratify the appointment of Ms Jaiswal Singh amp Associates Kanpuras statutory auditors for the remaining term and to consider and passthe following resolution as an Ordinary ResolutionldquoRESOLVED THAT pursuant to the provisions of Section 139 142 andother applicable provisions if any of the Companies Act 2013 readwith the Companies (Audit and Auditors) Rules 2014 (including anystatutory modification(s) or re-enactment thereof for the time being inforce) the members of the company do hereby ratify the appointment ofMs Jaiswal Singh amp Associates Kanpur Chartered Accountants (FirmRegistration No 011049C) as the Statutory Auditors of the Company forremaining term from the conclusion of 35thAnnual general meeting ofthe Company till the conclusion of 37thAnnual general meeting of theCompany on such remuneration plus Goods and service tax out-of-pocket travelling and living expenses etc as may be mutually agreedbetween the Board of Directors of the Company and the said AuditorsRESOLVED FURTHER THAT the Board of Directors of the Company(including its Committee thereof) be and is hereby authorized to do allsuch acts deeds matters and things as may be considered necessarydesirable or expedient to give effect to this Resolutionrdquo

SPECIAL BUSINESS4 To re-appoint Mr Anil Kumar Singh as Managing Director and in this

regard to consider and if thought fit pass with or without modification(s)the following resolution as a Special ResolutionldquoRESOLVED THAT notwithstanding his completion of seventy years ofage pursuant to the section 196 of the Companies Act 2013 and otherapplicable provisions of the Act and Articles of Association of theCompany Sri Anil Kumar Singh (DIN 00225518) one of PromoterDirector be and is hereby appointed as Managing Director of theCompany under section 196 of the Companies Act 2013 with effect fromDecember 01 2020 for a period of five yearsFURTHER RESOLVED THAT Sri Anil Kumar Singh Managing Directorof the company be paid such remuneration by way of minimumremuneration or allowed such perquisites as may be approved by theRemuneration Committee and the Board as and when deem fit and properin accordance with the provisions of Sections 198 of the CompaniesAct 2013RESOLVED FURTHER THAT the Board of Directors be and are herebyauthorized to take all such steps as may be necessary proper andexpedient to give effect to this resolutionrdquo

5 To Appoint Mr Ram Chandra Gaur (DIN 02317264) as an IndependentDirectorTo consider and if thought fit to pass with or without modifications thefollowing resolution as an Ordinary Resolution

ldquoRESOLVED THAT pursuant to the provisions of Sections 149 150152 read with Schedule IV and any other applicable provisions of theCompanies Act 2013 including any statutory modification(s) or re-enactment thereof for the time being in force and Companies(Appointment and Qualification of Directors) Rules 2014 and Clause49 of the Listing Agreement amended up to the date Mr Ram ChandraGaur (DIN 02317264) a non-executive Director of the Company whohas submitted a declaration that he meets the criteria for independenceas provided in Section 149(6) of the Act and who was appointed as anIndependent Director at the AGM held on 30092015 till the conclusionof the 35th AGM be and is hereby reappointed as an IndependentDirector of the Company not liable to retire by rotation to hold officefor five consecutive years for a term up to the conclusion of the 40th

Annual General Meeting of the Company in the Calendar Year 2025rdquo6 Reclassification of some of the shareholders of Promoter Group as

Public shareholderTo consider and if thought fit to pass with or without modifications thefollowing resolution as an Ordinary ResolutionldquoRESOLVED in view of the requirement of Reg 31(2) of SEBI (LODR)Regulations 2015 for holding 100 of the promoters shares indematerialized form and in view of 06 Shareholders holding 517400equity shares of Re1- each (570 of total promoterspromoters groupholding and 299 of total equity share capital of the Company) belongingto Promoters Group not cooperating to comply with the provisions ofReg 31(2) of SEBI (LODR) Regulations 2015 consentapproval of theCompany be and is hereby accorded for reclassification of the PromotersPromoters Group excluding the holding of the above shareholders andthat the Board of Directors of the Company be and is hereby authorisedto submit necessary application to Stock Exchange Mumbai or any otherappropriate authority for seeking the above approvalrdquo

By order of the BoardFor Linaks Microelectronics Limited

Priya GuptaCompany Secretary

Place LucknowDated 08102020

Notes1 In view of the continuing Covid-19 pandemic the Ministry of Corporate

Affairs (ldquoMCArdquo) has vide its circular dated 5 May 2020 read with circularsdated 8 April 2020 and 13 April 2020 (collectively referred to as ldquoMCACircularsrdquo) permitted the holding of the Annual General Meeting (ldquoAGMrdquo)through VCOAVM without the physical presence of the Members at acommon venue In compliance with the provisions of the CompaniesAct 2013 (ldquoActrdquo) SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (ldquoSEBI Listing Regulationsrdquo) and MCA Circulars theAGM of the company is being held through VC OAVM

2 A Statement pursuant to Section 102(1) of the Companies Act 2013(ldquoActrdquo) setting out the material facts concerning the Special Business tobe transacted at the Annual General Meeting (ldquoAGMrdquo) is annexed hereto

3 Pursuant to the provisions of the Act a Member entitled to attend andvote at the AGM is entitled to appoint a proxy to attend and vote on hisher behalf and the proxy need not be a Member of the company Sincethis AGM is being held pursuant to the MCA Circular No 142020 datedApril 08 2020 through VC OAVM physical attendance of Membershas been dispensed with Accordingly the facility for appointment ofproxies by the Members will not be available for the AGM and hencethe Proxy Form and Attendance Slip are not annexed to this Notice

4 The Members can join the AGM in the VCOAVM mode 15 minutes beforeand after the scheduled time of the commencement of the Meeting byfollow ing the procedure mentioned in the Notice The facil ity ofparticipation at the AGM through VCOAVM will be made available for1000 members on first come first served basis This will not includelarge Shareholders (Shareholders holding 2 or more shareholding)Promoters Institutional Investors Directors Key Managerial Personnelthe Chairpersons of the Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee Auditors etc whoare allowed to attend the AGM without restriction on account of firstcome first served basis

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

2

5 Copies of Directors report and Auditors report Financial Statements ofthe Company are enclosed

6 Corporate Members intending to send their Authorized representative(s)to attend the meeting through VCOAVM are requested to send a certifiedcopy of the Board Resolution authorizing their representative(s) to attendand vote on their behalf at the Annual General Meeting as required underSection 113 of the Companies Act 2013

7 All documents referred to in the accompanying Notice shall be open forinspection at the Registered Office of the Company and Corporate Officeof the Company during normal business hours on all days exceptSaturdays and Sunday up to and including the date of the Annual GeneralMeeting

8 Members can inspect the register of directors and key managerialpersonnel and their shareholding required to be maintained undersection 170 of the Companies Act 2013 and register of contracts orarrangements in which the directors are interested to be maintainedunder Section 189 of the Companies Act 2013 during the course of themeeting

9 The Ministry of Corporate Affairs has undertaken a ldquoGreen Initiative inCorporate Governancerdquo and allowed companies to share documents withits shareholders through an electronic mode In compliance with theaforesaid MCA Circulars and SEBI Circular dated May 12 2020 Noticeof the AGM along with the Annual Report 2019-20 is being sent onlythrough electronic mode to those Members whose email addresses areregistered with the companyDepositories Members may note that theNotice and Annual Report 2019-20 will also be available on the companyrsquoswebsites wwwlinakscom and websites of the Stock Exchange ie BSELimited at wwwbseindiacom and Members are requested to supportthis Green Initiative by registeringupdating their email addresses forreceiving electronic communications

10 The Company has appointed Ms Beetal Financial and Computer ServicesPrivate Limited Delhi as the Registrar and Share Transfer AgentsMembers are requested to registerupdatenotify immediately about anychange in their addresse-mail address bank detailsPAN to theirDepository Participant (DP) in respect of their shareholding in Dematmode and in respect of their physical shareholding to Ms Beetal Financialand Computer Services Private Limited Beetal House 3rd Floor 99Madangir Behind Local Shopping Centre Near Dada HarsukhdasMandir Delhi 110062 ei ther physical ly or by sending mai l onbeetalrtagmailcom for receiving all communication including AnnualReport Notices and Circulars etc from the Company electronically

11 Members who sti ll hold shares in physical form are advised toDematerial ize their shareholdi ng to avai l of the benefi ts ofdematerialization which include easy liquidity since trading is permittedonly in dematerialized form electronic transfer savings in stamp dutyprevention of forgery etc

12 Members desirous of making a nomination in respect of theirshareholding in the Company as permitted under Section 72 of the Actare requested to write to the Companyrsquos RTA

13 Subject to receipt of requisite number of votes the resolution(s) at itemno 1 to 6 in Notice of AGM shall be deemed to be passed at the 35thAnnual General Meeting of the Company scheduled to be held onMonday 30th November 2020

14 The Company has decided to close the Register of Members and theShare Transfer Register on November 24 2020 up to November 302020 (both days inclusive) in terms of the provisions of the CompaniesAct 2013 and the SEBI (Listi ng Obl igations and Discl osureRequirements) Regulations 2015 Cut-off date to record the entitlementof shareholders for the purpose of e-voting is November 23 2020

15 SEBI has mandated submission of Permanent Account Number (PAN)by every participant in securities market Members holding shares inelectronic form are therefore requested to submit the PAN to theirDepository Participant with whom they are maintaining their Demataccounts and members holding shares in physical form to the CompanyRTA

Voting through electronic means16 In compliance with provisions of Section 108 of the Companies Act 2013

and Rule 20 of the Companies (Management and Administration) Rules2014 as amended and Regulation 44 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (ldquoListing Regulationsrdquo) and the Secretarial Standardson General Meetings (SS2) issued by the Institute of Company

Secretaries of India the Company is pleased to provide members facilityto exercise their right to vote on resolutions proposed to be consideredat the Annual General Meeting (AGM) by electronic means and thebusiness may be transacted through e-Voting Services The facility ofcasting the votes by the members using an electronic voting systemfrom a place other than venue of the AGM (ldquoremote e-votingrdquo) will beprovided by National Securities Depository Limited (NSDL)

17 The facil ity for voting through electronic voting system on theresolution(s) shall also be made available at the AGM and membersattending the meeting through VCOAVM who have not already cast theirvote on the resolution(s) by remote evoting shall be able to exercisetheir right to vote on such resolution(s) at the meeting The memberswho have cast their vote by remote e-voting prior to the AGM may alsoattend the AGM but shall not be entitled to cast their vote again

18 The remote e-voting period commences on 27th November 2020 (900am) and ends on 29th November 2020 (500 pm) During this periodmembers of the Company holding shares either in physical form or indematerialized form as on the cut-off date of 23rd November 2020may cast their vote by remote e-voting The remote e-voting moduleshall be disabled by NSDL for voting thereafter Once the vote on aresolution is cast by the member the member shall not be allowed tochange it subsequently

19 The process and manner for remote e-voting are as underHow do I vote electronically using NSDL e-Voting system

The way to vote electronically on NSDL e-Voting system consists ofldquoTwo Stepsrdquo which are mentioned belowStep 1 Log-in to NSDL e-Voting system at httpswwwevotingnsdlcomStep 2 Cast your vote electronically on NSDL e-Voting systemDetails on Step 1 are mentioned belowHow to Log-in to NSDL e-Voting website

i Visit the e-Voting website of NSDL Open web browser by typing thefollowing URL https wwwevotingnsdlcom either on a PersonalComputer or on a mobile

ii Once the home page of e-Voting system is launched click on the iconldquoLoginrdquo which is available under lsquoShareholdersrsquo section

iii A new screen will open You will have to enter your User ID yourPassword and a Verification Code as shown on the screen Alternativelyif you are registered for NSDL eservices ie IDEAS you can log-in athttps eservicesnsdlcom with your existing IDEAS login Once youlog-in to NSDL eservices after using your log-in credentials click on e-Voting and you can proceed to Step 2 ie Cast your vote electronically

iv Your User ID details are given below Manner of holding shares ie Demat (NSDL or CDSL) or Physical

Your User ID is

a) For Members who hold shares in demat account with NSDL

8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012

b) For Members who hold shares in demat account with CDSL

16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12

c) For Members holding shares in Physical Form

EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

i Your password details are given belowa If you are already registered for e-Voting then you can use your existing

password to login and cast your voteb If you are using NSDL e-Voting system for the first time you will need to

retrieve the lsquoinitial passwordrsquo which was communicated to you Onceyou retrieve your lsquoinitial passwordrsquo you need enter the lsquoinitial passwordrsquoand the system will force you to change your password

c How to retrieve your lsquoinitial passwordrsquoi If your email ID is registered in your demat account or with the company

your lsquoinitial passwordrsquo is communicated to you on your email ID Tracethe email sent to you from NSDL from your mailbox Open the email and

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

3

open the attachment ie a pdf file Open the pdf file The password toopen the pdf file is your 8 digit client ID for NSDL account last 8 digits ofclient ID for CDSL account or folio number for shares held in physicalform The pdf file contains your lsquoUser IDrsquo and your lsquoinitial passwordrsquo

ii If your email ID is not registered please follow steps mentioned belowin process for those shareholders whose email ids are not registered

ii If you are unable to retrieve or have not received the ldquoInitial passwordrdquoor have forgotten your password

a) Click on ldquoForgot User DetailsPasswordrdquo (If you are holding shares inyour demat account w ith NSDL or CDSL) option available onwwwevotingnsdlcom

b) Physical User Reset Passwordrdquo (If you are holding shares in physicalmode) option available on wwwevotingnsdlcom

c) If you are still unable to get the password by aforesaid two options youcan send a request at evotingnsdlcoin mentioning your demat accountnumberfolio number your PAN your name and your registered address

d) Members can also use the OTP (One Time Password) based login forcasting the votes on the e-Voting system of NSDLAfter entering your password tick on Agree to ldquoTerms and Conditionsrdquoby selecting on the check box

iii Now you will have to click on ldquoLoginrdquo buttoniv After you click on the ldquoLoginrdquo button Home page of e-Voting will openDetails on Step 2 are given belowHow to cast your vote electronically on NSDL e-Voting systemi After successful login at Step 1 you will be able to see the Home page

of e-Voting Click on e-voting Then click on Active Voting Cyclesii After click on Active Voting Cycles you will be able to see all the

companies ldquoEVENrdquo in which you are holding shares and whose votingcycle is in active status

iii Select ldquoEVENrdquo of company for which you wish to cast your voteiv Now you are ready for e-Voting as the Voting page opensv Cast your vote by selecting appropriate options ie assent or dissent

verifymodify the number of shares for which you wish to cast your voteand click on ldquoSubmitrdquo and also ldquoConfirmrdquo when prompted

vi Upon confirmation the message ldquoVote cast successfullyrdquo will bedisplayed

vii You can also take the printout of the votes cast by you by clicking on theprint option on the confirmation page

viii Once you confirm your vote on the resolution you will not be allowed tomodify your vote

General Guidelines for shareholders1 Institutional shareholders (ie other than individuals HUF NRI etc) are

required to send scanned copy (PDFJPG Format) of the relevant BoardResolution Authority letter etc with attested specimen signature of theduly authorized s ignatory(ies) who are authorized to vote to theScrutinizer by e-mail to divyamatahgmailcom with a copy marked toevotingnsdlcoin

2 It is strongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential Loginto the e-voting website will be disabled upon five unsuccessful attemptsto key in the correct password In such an event you will need to gothrough the ldquoForgot User DetailsPasswordrdquo or ldquoPhysical User ResetPasswordrdquo option available on wwwevotingnsdlcom to reset thepassword

3 In case of any queries you may refer the Frequently Asked Questions(FAQs) for Shareholders and e-voting user manual for Shareholdersavailable at the download section of wwwevotingnsdlcom or call ontoll free no 1800-222-990 or send a request at evotingnsdlcoin orcontact Ms Pallavi Mhatre Manager or Ms Soni Singh Asst ManagerNational Securities Depository Limited Trade World lsquoArsquo Wing 4th FloorKamala Mills Compound Senapati Bapat Marg Lower Parel Mumbai ndash400 013 at the designated emai l id ndash evotingnsdlcoin orpallavidnsdlcoin or SoniSnsdlcoin or at telephone nos- +91 2224994545 +91 22 24994559 who will also address the grievancesconnected with the voting by electronic meansProcess for those shareholders whose email ids are not registeredwith the depositories for procuring user id and password and

registration of e mail ids for e-voting for the resolutions set out inthis notice

1 In case shares are held in physical mode please provide Folio No Nameof shareholder scanned copy of the share certificate (front and back)PAN (self attested scanned copy of PAN card) AADHAR (self attestedscanned copy of Aadhar Card) by email to beetalrtagmailcom orlinakspcbyahoocom

2 In case shares are held in demat mode please provide DPID-CLID (16digit DPID + CLID or 16 digit beneficiary ID) Name client master orcopy of Consolidated Account statement PAN (self attested scannedcopy of PAN card) AADHAR (self attested scanned copy of Aadhar Card)to evotingnsdlcoin or linakspcbyahoocom or beetalrtagmailcomTHE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAYOF THE AGM ARE AS UNDER-

1 The procedure for e-Voting on the day of the AGM is same as theinstructions mentioned above for remote e-voting

2 Only those Members shareholders who will be present in the AGMthrough VCOAVM facili ty and have not casted their vote on theResolutions through remote e-Voting and are otherwise not barred fromdoing so shall be eligible to vote through e-Voting system in the AGM

3 Members who have voted through Remote e-Voting will be eligible toattend the AGM However they will not be eligible to vote at the AGM

4 The details of the person who may be contacted for any grievancesconnected with the facility for e-Voting on the day of the AGM shall bethe same person mentioned for Remote e-votingINSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGMTHROUGH VCOAVM ARE AS UNDER

1 Member will be provided with a facility to attend the AGM through VCOAVM through the NSDL e-Voting system Members may access thesame at httpswwwevotingnsdlcom under shareholdersmembers loginby using the remote e-voting credentials The link for VCOAVM will beavailable in shareholdermembers login where the EVEN of Companywill be displayed Please note that the members who do not have theUser ID and Password for e-Voting or have forgotten the User ID andPassword may retrieve the same by following the remote e-Votinginstructions mentioned in the notice to avoid last minute rush Furthermembers can also use the OTP based login for logging into the e-Votingsystem of NSDL

2 Members are encouraged to join the Meeting through Laptops for betterexperience

3 Further Members will be required to allow Camera and use Internet witha good speed to avoid any disturbance during the meeting

4 Please note that Participants Connecting from Mobile Devices or Tabletsor through Laptop connecting via Mobile Hotspot may experience AudioVideo loss due to Fluctuation in their respective network It is thereforerecommended to use Stable Wi-Fi or LAN Connection to mitigate anykind of aforesaid glitches

5 Shareholders who would like to express their viewsask questions duringthe meeting may register themselves as a speaker may send their requestmentioning their name demat account numberfolio number email idmobile number at linakspcbyahoocom

6 Shareholders who would like to express their viewshave questions maysend their questions in advance mentioning their name demat accountnumberfolio number email id mobile number at linakspcbyahoocomThe same will be replied by the company suitably

7 Those shareholders who have registered themselves as a speaker willonly be allowed to express their viewsask questions during the meetingThe Company reserves the right to restrict the number of speakersdepending on the availability of time for the AGM

8 Members who need assistance before or during the AGM can contactNSDL on evotingnsdlcoin 1800-222-990

By the Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THECOMPANIES ACT 2013

and reg 17(11) of SEBI (LODR) (AMENDMENT) REGULATIONS 2018Item no 4Mr Anil Kumar Singh who is one of the promoter Directors and also thecontinuing Managing Director of the Company has to be reappointed as theManaging Director of the Company on the recommendation of the remunerationCommittee for a term of 05 years wef 01122020 on the terms and conditionsand remuneration as set out in the notice As Mr Anil Kumar Singh hasattained the age of 70 years prior consentapproval of the shareholders byway of passing special resolutions is required Hence this resolutionMr Anil Kumar Singh and Mrs Meena Singh being relatives would be deemedconcerned in this resolution Accordingly the directors recommend the specialresolution in relation to appointment of Mr Anil Kumar Singh as ManagingDirector for approval of the shareholders as set out in Item-4 of this NoticeItem no 5Mr Ram Chandra Gaur was appointed as an Independent Director at theAGM held on 30092015 till the conclusion of the 35th AGM to comply withthe provisions of Section 149 and Companies (Appointment and Qualificationof Directors) Rules 2014 and other applicable provisions and Clause 49 ofthe Listing Agreement amended up to the date The term of office of Directorof Mr Ram Chandra Gaur would expire at the end of this Annual GeneralMeeting as Independent Director Keeping in view the statutory requirementof appointing Independent Director the Board recommend passing of thisresolution Except Mr Ram Chandra Gaur none of other Directors would bedeemed concerned in this resolution

Name of persons of Promoter Group Folio No No of Shares Himanshu Mohan Singh 0023 10800 Rajendra Kumar Mehra 0008 7800 Rajesh P Singh 6989 400 Rajesh Prasad Singh 0013 132900 Vijay Singh 0034 103000 Harsh Singh Trust 9433 262500 517400

Accordingly consentapproval of the Company is required to authorise Boardof Directors of the Company to submit necessary application to StockExchange Mumbai or any other appropriate authority for seeking the aboveapproval for reclassification of the PromotersPromoters Group excluding theholding of above shareholdersNone of the Directors or their relatives Key Managerial Personnel or theirrelatives are in any way concerned or interested financially or otherwise inthe proposed Resolution

By Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

Item no 6Reg 31(2) of SEBI (LODR) Regulations 2015 require for holding 100 ofthe promoters shares in dematerialized form However following persons ofPromoter group holding 517400 equity shares of Re1- each (570 of totalpromoterspromoters group holding and 299 of total equity share capital ofthe Company) belonging to Promoters Group not cooperating to comply withthe provisions of Reg 31(2) of SEBI (LODR) Regulations 2015

Appendix ndashAThe details of the Directors retire by rotation and seeking re-appointment and being appointed as MD or Independent Director-

Sr No

Name of the Director

Qualifi- cation

Directorship of Other Companies

Committee position held in other companies

Professional expertise

Nos of shares held Relationship between directors

interse

1 Mr Anil Kumar Singh (DIN-00225518)

BTech PGDBA

Vindhyachal Finlease Pvt Ltd (CIN U65929DL1996PTC079905)

NIL

Has experience in management and leadership skills for heading the Company forward

5425500 Nos of Equity shares

Related with Mrs Meena Singh (Director)

2 Mr Ram Chandra Gaur (DIN-02317264)

BTech

Naturesfeast amp Health Food Pvt Ltd (CIN U15122UP2011PTC043463) Progressive Development Initiatives (CIN U74120UP2014NPL066644)

NIL

Has experience in management and leadership skills as an Independent Director

NIL Nos of Equity shares

Not related to any Director of the Company

By the Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

BOARDSrsquo REPORT

ToThe MembersLINAKS MICROELECTRONICS LIMITED

Your Directors present the Thirty Fifth Boardsrsquo Report of the Company togetherwith Audited Financial Statements of your company for the financial yearended 31st March 20201 FINANCIAL RESULTS

(Amount in Thousand Rs)Year ended Year ended31032020 31032019

(a) Turnover (including Other Income) 4674 6922(b) Net ProfitLoss (before depreciation and tax) -4984 -6419Depreciation 1564 1564(c) Net Profit(Loss) before extraordinary items -6548 -7983Extraordinary items - -(d) Net Profit(Loss) before tax -6548 -7983Provision for Tax (including for deferred tax) 0 0(d) Net Profit(Loss) after tax -6548 -7983

2 BRIEF DESCRIPTION OF THE COMPANYrsquoS WORKING DURING THEYEARThe Directors concluded the last yearrsquos Directorrsquos Report with thewords In the coming year we do not foresee any significant impedimentin ramping up our sales to break-even level and beyond

We could not have been more off the mark Anything that could go wrongdid go so in the year under review - Market Payments Legal Shocks onthe Real Estate Development front Employee churn and what have youThe market of indigenously made LED lights which had been reelingunder severe headwinds from cheap Chinese imports suffered a doublewhammy by the virtual collapse of the payment cycle from theMunicipalities and Town Areas causing a massive cash crunch Municipalfunds for LED switchover are heavily dependent on GovernmentSubsidies under Govt of Indiarsquos SLNP initiative But SLNP funds of lateare virtually down to trickles The demand kept going south and paymentswent from bad to worseThe mounting expenditure on multiple litigations on the salvaging ofReal Estate venture further hamstrung our liquidity The fraudulentbehaviour of the Developer who has since vanished the tagging of ourCorporate Guarantee in the suit filed by the Syndicate Bank in NCLT

4

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

5

our criminal case against the Developerrsquos and the Bank countersuit inthe DRT and civil litigation have all taken their toll on the Companyrsquosways and means Being the main aggrieved party we had banked heavilyon the Legal route for resolution in a reasonable time Looking back allof it appears a distant dream Here we are six months into the next yearand there is zero progress who could have imagined the scourge ofCOVID 19With the COVID Lockdown from March 22 2020 the way ahead is avirtual minefield and what roadmap could you chart except to stay putin a state of suspended animation Employee morale has taken a hitCustomers have gone in their shell and those who owe us money are indeep slumber and incommunicadoThe uncertainty is interminable So much so that the misery of uncertaintyis worse than the certainty of miseryThere is darkness all around but in the midst of darkness light persistsThere is no slackening in our relentless pursuit to tide over the currentgloom and doom and team Linaks is gung-ho and even this would pass

3 SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIESThe Company does not have any Subsidiary Joint venture or AssociateCompany

4 DIVIDEND amp RESERVESIn view of losses during the year under review no dividend pay-out isbeing recommended and accordingly no question of appropriation ofreserves arise

5 SHARE CAPITALThe paid up share capital of the company as at 31st March 2020 remainedat Rs 49535300 During the period under report your company hasnot issued any shares including Sweat Equity ESOP Bonus andorConvertible Debentures

6 DEPOSITSThe Company has neither accepted nor renewed any deposits duringthe year under review

7 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADEUNDER SECTION 186 OF THE COMPANIES ACT 2013There was no loans guarantees or investments made by the Companyunder Section 186 of the Companies Act 2013 during the year underreview and hence the said provision is not applicable

8 MATERIAL CHANGES amp COMMITMENTSExcept the effect of overall impact of COVID-19 on the economy of wholeworld there has been no material changes and Commitment affectingthe financial position of the Company which have occurred between theend of the financial year of the Company to which the financial statementsrelate and date of the Report

9 RISK MANAGEMENT POLICY OF THE COMPANYThe Company does not have any Risk Management Policy as theCompany is still in its rehabili tation However the Company hasintroduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworksand processes to drive a common integrated view of risks optimal riskmitigation responses and efficient management of internal control andassurance activities

10 HUMAN RESOURCE DEVELOPMENTAt LINAKS human resource development is considered vital for effectiveimplementation of business plans Constant endeavours are being madeto offer professional growth opportunities and recognition Your Companytreats its ldquohuman resourcesrdquo as one of its most important assets YourCompany continuously invests in attraction retention and developmentof talent on an ongoing basis A number of programs that provide focusedpeople attention are currently underway Your Company thrust is on thepromotion of talent internally through job rotation and job enlargement

11 OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013The Company is an equal opportunity employer and consciously strivesto build a work culture that promotes dignity of all employees As requiredunder the provisions of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rulesframed thereunder the Company has implemented a policy on Preventionof Sexual Harassment of Women at Workplace An Internal Committee

has been set up to receive complaints investigate the matter and reportto the management At the beginning of the year there was no complaintpending During the year no complaint was received by the Committeeand hence no complaint was pending at year end

12 AUDITORSStatutory Auditors

At the 32nd Annual General Meeting held on September 28 2017 themembers had appointed Ms Jaiswal Singh amp Co (Firm Registration No011049C) Chartered Accountants Kanpur as Statutory Auditors for ablock period of 05 years beginning from the conclusion of the 32nd AGMtill the conclusion of the 37th AGM subject to them ratifying the saidappointment at every AGM The Company had received confirmationfrom Ms Jaiswal Singh amp Co to the effect that their appointment wouldbe in terms of Section 139 and 141 of the Companies Act 2013 andrules made thereunderThe Statutory Auditors have audited the books of accounts of theCompany for the Financial Year ended on March 31 2020 and haveissued the Auditorsrsquo Report thereon The Statutory Auditors have notmade any adverse comments or given any qualification reservation oradverse remarks or disclaimer in their Audit Report

Secretarial AuditorsPursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company has appointed MS Divya Matahand Associates a firm of Company Secretary in Practice to undertakethe Secretarial Audit of the Company The Report of the Secretarial Auditis annexed herewith as lsquoAnnexure A lsquoto this reportAs required under Regulation 24A of SEBI (LODR) Regulations 2015Ms Divya Matah amp Associates Practicing Company SecretariesLucknow has reported on the Annual Secretarial Compliances of theCompany for the year ended on 31st March 2020 The report is uploadedto the Stock Exchange The said report has been provided underlsquoAnnexure-Brsquo of the Directorsrsquo ReportThe Secretarial Auditor has not made any adverse comments or givenany qualification reservation or adverse remarks or disclaimer in theirAudit Report and Compliance Report

13 DIRECTORS AND KEY MANAGERIAL PERSONNELIn accordance with provision of the Companies Act 2013 Mr Anil KumarSingh Managing Director of the Company is liable to retire by rotationat the ensuing AGM and is eligible for his reappointmentNecessary resolutions for the reappointment of the aforesaid directorand the detailed profile has been included in the notice convening theannual general meetingThere has been no change in the Board of Directors of the Companyduring the Financial Year 2019-20 All the directors of the company haveconfirmed that they are not disqualified from being appointed as directorsin terms of Section 164 of the Companies Act 2013Furthermore Ms Deepti Bammi (ACS No A57019) was appointed asthe Company Secretary of the Company wef February 4 2019 but sheresigned from the job as on January 14 2020 due to some of her personalreasonsIn order to comply with the mandatory requirement of recruiting aCompany Secretary and Compliance Officer in a Listed company thecompany appointed Ms Priya Gupta an Associate Member of TheInstitute of Company Secretaries of India (ACS No A55368) as theCompany Secretary and Compliance Officer of the Company pursuantto Section 203 of the Companies Act 2013 and Rule 8 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014wef June 10 2020With respect to mandatory requirement for appointment of Chief FinancialOfficer in a Listed Company Mr Girish Chandra Jha being a commercegraduate and holding around 30 years of working experience has beenappointed as the CFO of the Company wef April 2 2019

14 MANAGERIALEMPLOYEES REMUNERATIONA) Details of the ratio of the remuneration of each director to the median

employeersquos remuneration and other details as required pursuant to Rule5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 cannot be worked out as the process ofrecruitment of staff has not yet completed The skeletal staff with whichthe Company is presently working are mainly on part time basis

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

6

B) As required pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company didnot have any employee drawing a remuneration of Rs 6000 lacs pa ifemployed throughout the year or Rs500 lacs pm if employed for apart of the said year under review Moreover there was no employeeemployed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case maybe at a rate which in the aggregate is in excess of that drawn by themanaging director or whole-time director or manager and holds by himselfor along with his spouse and dependent children not less than twopercent of the equity shares of the company

C) None of the Managing Director or Whole-time Director of the Companywas in receipt of any commission from the Company Moreover as theCompany did not have any holding or subsidiary Company the questionof receiving commission by them from such Company also does notarise

15 DIRECTORSrsquo RESPONSIBILITY STATEMENTIn accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submit its responsibility Statement

(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating tomaterial departures

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of thecompany for that period

(c) the directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) the directors had prepared the annual accounts on a going concern basisand

(e) the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate andwere operating effectively

(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequateand operating effectively

16 CORPORATE SOCIAL RESPONSIBILITY INITIATIVESIn view of losses the Company has not developed and implementedany Corporate Social Responsibility initiatives as the said provisionsare not applicable

17 EXTRACT OF ANNUAL RETURN (FORM MGT-9)As per the requirements of Section 92(3) and 134(3)(a) of the Act andRules made thereunder the extract of the Annual Return for the FY2019-20 is given in lsquoAnnexure C lsquo in the prescribed Form MGT-9 whichis a part of this report

18 MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORTOF DIRECTORS ON CORPORATE GOVERNANCEYour Company has already implemented the requirement of Regulation27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ie Corporate Governance As required a ManagementDiscussion and Analysis Report and Directorsrsquo Report as well as AuditorsrsquoCertificate on Corporate Governance are given alongwith this report

19 ACKNOWLEDGEMENTYour Directors wish to place on record their appreciation for the co-operation and support extended by the Shareholders various authoritiesbanks dealers and vendorsThe Directors also acknowledge with gratitude the dedicated efforts andvaluable contribution made by all the employees of the Company

By order of the Board

Date 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

DIRECTORSrsquo REPORT ON CORPORATE GOVERNANCEPhilosophyLinaks upholds its standing at the forefront of Corporate Governance bestpractices Linaks envisages the attainment of the highest levels oftransparency accountability and ethics in all facets of its operations It hasbeen committed to the principles of transparency integrity accountability andresponsibility The Company takes feedback into account on its periodicreviews of the guidelines to ensure their continuing relevance effectivenessand responsiveness to the needs of its investors Linaks considers that all itsoperations and actions must serve the underlying goal of increasing employeeand customer satisfaction and enhancing overall Shareholder valueBoard of DirectorsThe Company has combination of executive and non-executive Directors withnon-executive Directors constituting more than 50 per cent of the Board Asper the Listing Agreement lsquoIndependentrsquo or Non-Executive Directors havebeen defined as directors who apart from receiving Directors remunerationdo not have any other material pecuniary relationship or transactions withthe Company its promoters its management or its subsidiaries which in thejudgment of the Board may affect independence of judgment of the DirectorsIndependent Directors play an important role in deliberations at the BoardMeetings and the Company benefits from their expertise in achieving itsstrategic direction The Directors bring to the Board a wide range of experienceand skills The Board is constituted as under

Only Audit Committee Investorsrsquo Grievance Committee Nomination andRemuneration Committee and Committee for Prevention of Sexual Harassmentof Women at workplace are considered for the purpose of Committee positionsas per listing AgreementResponsibilitiesThe Board of Directors represent the interests of the Companyrsquos shareholdersin optimising long-term value by providing the management with guidanceand strategic direction on the Shareholderrsquos behalf The Boardrsquos mandate isto oversee the Companyrsquos strategic decision review corporate performanceauthorise and monitor strategic investments ensure regulatory complianceand safeguard interests of Shareholders Board members ensure that theirother responsibilities do not impinge on their responsibility as a Director ofLinaksRole of Independent DirectorsIndependent Directors play an important role in deliberations at the boardmeetings and bring to the company their wide experience in the field of financeaccountancy law etc The wide knowledge of both their field of knowledgeand boardroom practices help foster unbiased independent and experiencedprospectiveAppointment of Independent DirectorsThe Company has 3 Independent directors on its BoardThe Current independent director on Board are Mr Udai Bhan Singh MrRam Chandra Gaur and Mr Jai Ram Singh None of the Independent directorsare liable to retire by rotationAll Independent Directors of the Company at the time of their first appointmentto the Board and thereafter at the first meeting of the Board in every FinancialYear give a declaration that they meet with the criteria of Independence asprovided under Section 149 of the Companies Act 2013 and SEBI (LODR)Regulations 2015Board EvaluationPursuant to the provisions of the Companies Act 2013 and Regulation 17 ofthe Listing Regulations the Board has carried out an annual performanceevaluation of its Independent Directors and the Independent Directors alsoevaluated the performance of the Non- Independent Directors The Board ofDirectors expressed their satisfaction with the evaluation process The Boardof Directors also evaluated the functioning performance of Audit CommitteeStakeholders Relationship Committee Nomination amp RemunerationCommittee CSR Committee and expressed satisfaction with their functioningperformance

SNo DIRECTORS DIN NOOF DIRECTORSHIP

NO OF COMMITTEES

CATEGORY OF DIRECTOR

1 Mr Anil Kumar Singh 00225518 0 3 Member Managing Director 2 Mrs Meena Singh 02775239 0 1 Chairperson

1 Member Non Executive Non-Independent Director

3 Mr Udai Bhan Singh 06650869 0 2 Chairperson 2 Member

Independent Director

4 Mr Ram Chandra Gaur 02317264 2 2 Member Independent Director

5 Mr Jai Ram Singh 08356669 0 1 Chairperson Independent Director

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDBoard MeetingsThe meetings of the Board are generally held at the Registered office of thecompany Meetings are generally scheduled well in advance The Board meetsat least once a quarter to review the quarterly performance and the financialresults of the companyThe Company Secretary in consultation with the Managing Director preparesthe detailed agenda of the Board Meetings The Board papers are circulatedto the directors in advanceDuring the financial year 2019-20 the Board of Directors of the Companyduly met Six (6) times The intervening gap between the two meetings waswithin the period as prescribed under the Companies Act 2013The attendance of each director at the Board Meetings and at last AGM is asunder

Directors No Of board meetings attended Attendance At The34 th AGM

Mr Anil Kumar Singh 6 Yes

Mrs Meena Singh 6 Yes

Mr Udai Bhan Singh 6 Yes

Mr Ram Chandra Gaur 4 No

Mr Jai Ram Singh 6 No

Board CommitteesTo enable better and more focused attention on the affairs of the Companythe Board delegates particular matters to Committees of the Board set up forthe purpose These Committees prepare the groundwork for decision-makingand report at the subsequent Board MeetingThe Board is assisted by various committees- Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee ANDCommittee for Prevention of Sexual Harassment of Women at workplaceAudit CommitteeThe Audit Committee is constituted in accordance with the provisions ofRegulation 18 of SEBI (LODR) Regulations 2015 and Section 177 of theCompanies Act 2013 The Audit Committee comprises of

a Mr Ram Chandra Gaur ndash Member (Independent Director)b Mr Udai Bhan Singh ndash Chairperson (Independent Director)c Mr Anil Kumar Singh ndash Member (Managing Director)

The meetings of the audit committee are scheduled well in advance Theaudit committee met 4 times during the year under review on 2905201907082019 11112019 and 07022020 The Committee reviewed thequarterlyannual financial statements before submission to the Board forapprovalThe Committee reviews the report of the internal auditors and statutory auditorsalong with the comments and corrective actions taken by the ManagementThe committee also reviews the Asset- liability management systemNomination amp Remuneration CommitteeThe Companyrsquos Nomination amp Remuneration Committee consists of followingDirectors namely

a) Mr RC Gaur ndashMember (Independent Director)b) Mr Jai Ram Singh ndashChairperson (Independent director)c) Mr Udai Bhan Singh ndash Member (Independent Director)

The salary of the ManagingWhole-time Directors is recommended by theRemuneration Committee and approved by the Board No remuneration ispaid to the Non-Executive DirectorsThe powers role and terms of reference of the Nomination and RemunerationCommittee covers the areas as contemplated under SEBI (LODR) Regulations2015 Section 178 of the Companies Act 2013 and Rules made thereunderThe role of the Nomination and Remuneration Committee inter alia includesformulation of criteria of determining qualifications positive attributes andindependence of a director and recommendation to the Board of theremuneration policy formulation of criteria for evaluation of the IndependentDirectors and the Board devising a policy on Board Diversity and identificationof persons who are qualified to become directors and who may be appointedin senior management in accordance with criteria laid down and recommendto the Board their appointment and removalDuring the year the Nomination and Remuneration Committee met 2 Timeson 02042019 and 07022020

Remuneration PolicyThe Company has on the recommendation of the Nomination amp RemunerationCommittee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration This policy enablesto attract and maintain talented and motivated executives so as to encourageenhanced performance of the Company The remuneration policy envisagesa clear relationship between performance and remuneration including theremuneration paid and overall corporate performanceRemuneration paid to DirectorsManagingWhole-time Directors of the Company have been appointed on acontractual basis on the approval of the Shareholders Remuneration packageof Executive Directors is determined by the Remuneration Committee ofDirectors within the permissible limits under the applicable provisions of lawand is approved by Shareholders It comprises salary and other allowancesperquisites as approved by Shareholders Non-Executive Directors have sofar not been paid any remunerationcommission apart from sitting fees Detailsof remuneration to Directors are as follows

Director Relation with Linaks

Sitting fees

Remuneration paid during 010419 - 310320

Salary amp Perquisites Commission Total

Mr Anil K Singh Managing Director NIL 360000 NIL 360000

Stakeholders Relationship CommitteeThe stakeholders relationship committee comprises ofa) Mr Udai Bhan Singh ndash Chairperson (Independent Director)b) Mr Anil Kumar Singh ndash Member (Managing Director)c) Mrs Meena Singh ndash Member (Non Executive non-independent director)The Committee looks into the redressal of shareholders investors depositorsand Customer complaints The stakeholders relationship committee met 1time in the year on 07022020Committee for prevention of Sexual Harassment of Women at workplaceThe Members of the Committee for prevention of Sexual Harassment of Womenat workplace of the Company area) Mrs Meena Singh- Chairperson (Non Executive non-independent director)b) Mr AK Singh ndash Member (Managing Director)c) Mr UB Singh- Member (Independent Director)The Committee is authorised to strictly implement Companyrsquos policy forprevention of Sexual Harassment of Women at workplace and take suitabledisciplinary action against erring employee if any The committee met 1 timein the year on 07022020 However no complaint of sexual harassment wasreceived during the yearCertificate under Regulation 34(3) of SEBI Listing RegulationsThe Company has obtained a certificate pursuant to the Regulation 34(3)read with Schedule V of the Listing Regulations from MS Divya Matah andAssociates a firm of Company Secretary in practice confirming that none ofthe Directors are debarred or disqualified from being appointed or continuingas Directors of the Company either by Securities and Exchange Board ofIndia or the Ministry of Corporate Affairs or any other Statutory Authority Thesaid certificate forms part of this repot as lsquoAnnexure D lsquoShareholding of DirectorsThe Shareholding details of the directors as at March 31 2020 are includedin Form MGT-9 forming part of the Directorsrsquo Report Vigil Mechanism Whistle Blower PolicyThe Company believes to conduct its affairs in a fair and transparent mannerby adopting highest standards of professionalism honesty integrity and ethicalbehaviour The Company is committed in developing a culture where it issafe for all the employees to raise concerns about any wrongful conductThe Board has approved the vigil mechanism Whistle Blower policy of theCompany which provides a framework to promote a responsible and securewhistle blowing The Audit Committee oversees the Vigil MechanismParticulars Of Related Party TransactionsThere are no material related party transactions which are not in ordinarycourse of business or which are not on armrsquos length basis and hence thereis no information to be provided as required under Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014

7

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

8

Annual General MeetingsFollowing are details of the Annual General Meetings for the previous threeyears held The AGMs were held at the registered office of the Company at126 kms Barabanki Road Chinhut Lucknow

S No Particulars of Meeting Day and Date Number of SR passed Nature of SR

2018-19 34th Annual General Meeting

Monday 23rd September 2019 1

Appointment of Mr Jai Ram Singh as

Independent Director

2017-18 33rd Annual General Meeting

Wednesday 26th September 2018 1

Increase in remuneration of

Managing Director

2016-17 32nd Annual General Meeting

Thursday 28th September 2017 0 -

Month Open High Low Close No of SharesApr-19 068 068 068 068 536Jun-19 065 068 065 068 8535Jul-19 068 068 068 068 228Aug-19 068 068 059 059 1885Sep-19 059 059 057 057 2725Oct-19 057 059 057 057 2152Nov-19 057 057 057 057 2354Dec-19 055 055 055 055 1358Jan-20 055 055 055 055 210Feb-20 053 053 051 051 3265Mar-20 049 049 049 049 1127

Generally all the resolutions in the AGM are passed through show of handsNone of the Special Resolutions passed at the above Annual General Meetingswere required to be put to vote through Postal Ballot However as requiredthe Company made necessary arrangements of e-voting with NSDL on theoccasion of the Annual General Meeting held on 23092019Market price data

Shareholding of nominal Shareholders Total to Totalvalue of Re1 - held Shares Shares

Number of Total1-5000 4828 9598 3430551 1978945001-10000 106 210 464105 4407810001-50000 63 122 1206730 6961150001-100000 16 031 1222524 70522100001 amp above 17 033 10711390 617895TOTAL 5030 10000 17335300 10000

Depository ServicesFor guidance on Depository services Shareholders may write to the Registrarand Share Transfer Agent or National Securities Depository Limited TradeWorld 4th Floor Kamala Mills Compound Senapati Bapat Marg Lower ParelMumbai-400013 email infonsdlcoin website wwwnsdlcom or CentralDepository Services (India) Limited Marathon Futurex A-Wing 25th FloorNM Joshi Marg Lower Parel Mumbai-400013email investorscdslindiacom website wwwcdslindiacomShare Transfer SystemAs per the directions of SEBI the Company has appointed Ms Beetal Financialamp Computer Services (P) Ltd as Common Agency for Share transfer both inphysical and demat form wef 01042003The Registrar and Share Transfer Agents register share transfers in physicalform within 15-20 days of the receipt of the completed documents Invalidshare transfers were returned within 15 days of receipt All requests fordematerialisation of Shares were processed and confirmations were given tothe respective Depositories ie National Securities Depository Limited andCentral Depository Services (India) Ltd The company also offers transfercum Demat facility simultaneouslyRegistrar amp Share Transfer AgentMs Beetal Financial amp Computer Services (P) LtdBeetal House 3rd Floor 99 MadangirBehind Local Shopping CentreNr Dada Harsukhdas MandirNew Delhi-110 062Ph 011-29961281E-mail beetalrtagmailcom

Distribution Schedule as on March 31 2020

Dematerialisation of Shares amp LiquidityThe Company has entered into agreements with National Securities DepositoryLimited (NSDL) amp Central Depository Services (India) Limited (CDSL) As atMarch 31 2020 77257 percent (13392760 Shares) of the Companyrsquos totalshares were held in dematerialised form while 22743 percent (3942540Shares) were held in physical form

Outstanding GDRsADRsWarrants or any Convertible instrumentsconversionDate impact on Equity NA

Address for CorrespondenceLinaks Microelectronics Ltd Phone 0522-6549493126 km Barabanki RoadChinhat Lucknow-227 105Email linakspcbyahoocomNomination FacilityIndividual Shareholders of physical shares can nominate any person for theshares held by them This will save the nominee from going through the lengthyprocess of getting the shares lateron transmitted to his name Members arerequested to write to the Registrar amp Share Transfer Agents to avail the facilityMeans of CommunicationThe financial results were published in the Hindustan Times in English andHindustan or Sahara in Hindi the vernacular newspaper All materialinformation about the Company is promptly uploaded online to the BSErsquosdesignated portal httplistingbseindiacom the Stock Exchange where theCompanyrsquos Shares are listed and released for dissemination to the public atlarge

Unclaimed DividendsThe Company has no unclaimed dividendTransfer Of Amounts To Investor Education And Protection FundYour Company did not have any funds lying unpaid or unclaimed for a periodof seven years Therefore there were no funds which were required to betransferred to Investor Education and Protection Fund (IEPF)Orders Passed By RegulatorsCourtsTribunalsThere is no such order passed by the RegulatorsCourtsTribunals in respectto the Company during the financial yearDisclosureThe Company entered into no transaction of material nature with the promotersDirectors the management or their relatives that could have had a potentialconflict with the interest of the Company The Register of contracts containingthe transactions in which the Directors are interested is regularly placed beforethe Board There were no pecuniary transactions with the independentnon-executive Directors other than payment for expensesfee for attending BoardMeetings

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry structure amp DevelopmentPCB industry consists of a handful of medium sized units and a number ofsmall-scale units which are mostly independent ie they are not part of anylarge conglomerate excepting a couple of unitsThe units were historically promoted by technocrat entrepreneurs who in theold days received bank finance easily to promote industrial growth Most ofthese units were set up in mid 80rsquos and some of them have ceased to operateThe survivors are those which from time to time have been investing intechnology and capacity Initially the units were manufacturing simple singlesided and double sided PCBs but now there are units like ATampS who aremaking PCBs with 24 layers buried vias 4 mil line and spaces etc In thearea of single sided PCBs we have some units that are now manufacturingflexible circuitsStill on the whole industry is small because the actual demand for PCBs formanufacturing various types of Electronic equipment is still not very large inIndia largely due to screw-driver-kit-assembly nature of the Indian equipmentindustry

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

9

Opportunities amp Threats The industry has a domestic market which initiallywas driven by telecommunication but thanks to the lopsided custom tariffstructure telecom manufacturing has shallowed out resulting in steep declinein PCB demand Although the telecom infrastructure has grown by leaps andbounds but the downstream electronic component demand has not seen anygrowth since all fresh demand for equipment has been met largely throughimports Thus now the domestic requirement is dependent on diversesegments like automation control instrumentation metering and automotiveAutomotive electronics though a massive growth engine can be volatile as itis subject to global business swings in this connected world of automotivebusiness with only a handful of players The gradual easing of custom dutiesis happening on account of India being a signatory to ITA But this threat isalso an opportunity because it applies to the developed countries too whoare still levying duty on Indian importsIn fact India with a low cost technical manpower enjoys tremendous advantageas an export-manufacturing base and especially to the high cost developedcountries of Europe and the US The industry and moreover Linaks shouldleverage this advantage The company is already working towards it as theyhave a clutch of regular and reliable customers in Europe and they are alsoin the process of developing new ones in Eastern Europe and AmericasRisks and Concerns Apart from ongoing impact of COVID-19 pandemicmajor risk the industry faces is of over dependence on one market segmentand the industry in India Linaks included has faced this prospect becausemany a times their fortunes have fluctuated with those of the telecommunicationsectorThen there is always the over riding concern of fast technologicalobsolescence which entails constant drain on resources at times impedingones capability to service onersquos customersOverview On the whole the industry has a lot of promise provided one isable to keep up with the demands of the market placeFinancial performance The financial performance is directly related to thecompanyrsquos ability to remain competitiveResource amp Liquidity Resource position would remain comfortable if thecompany is able to trade profitably and liquidity is the direct function of theaboveThe company has not been able to meet its financial goals because due toextraneous circumstances it went into losses and the rehabilitation packagedrawn under BIFR has also been buffeted by the uncertainty of the marketplaceOutlook The outlook is positive as market-wise we do not see any majorimpediment in re-establishing ourselves Our initial feelers in the PCB marketand also to our old customers has met with encouraging resultsInternal Control System Your Companyrsquos management continuously reviewsthe internal control system and procedures to ensure orderly and efficientconduct of business Your Company adheres to its written corporate policieswith respect to all transactions financial reporting and budgeting to ensurethat all assets are safeguarded and protected against loss from unauthoriseduse or disposition and that transactions are authorised recorded and reportedcorrectlyThe Company regularly conducts internal audits either through external orinternal resources to monitor the effectiveness of internal control in theorganisationAudits are finalised and conducted based on internal risk assessmentSignificant findings are brought to the notice of the Audit Committee of theBoard and corrective measures recommended for implementation Reportsof the internal auditor are also regularly reviewed by the Management andcorrective action initiated to strengthen the controls and enhance theeffectiveness of the existing systemsHuman Resources The Company gives full and fair consideration to allemployees with regard to their particular aptitudes and abilities Trainingcareer development and promotion are as far as practicable considered forall employees according to their skills and abilities The Company consistentlyseeks to recruit develop and employ throughout the organisation suitablyqualified capable and experienced people irrespective of race religion orsex All decisions relating to employment practices are objective free frombias and based solely upon work criteria and individual meritOur development performance and rewards system is linked to organisationperformance The Company strives to provide excellent staff welfare measuresto promote employee satisfaction and thereby attract and retain efficientmanpower Training needs are regularly identified and imparted with the helpof both internal trainers and external professional faculties of repute We

have built team driven organisation where all employees work together tocreate our futureCautionary Statement The statement made in this Report describing theCompanyrsquos projections expectations and estimations may be a forward lookingstatement within the meaning of applicable securities laws and regulationsThese statements are based on certain assumptions and expectations of futureevents Actual results may differ from those expressed or implied in this Reportdue to the influence of external and internal factors which are beyond thecontrol of the Company

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

Annexure AForm No MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31032020

[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 ofthe Companies (Appointment and Remuneration Personnel) Rules 2014]

ToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by LinaksMicro Electronics Limited (hereinafter called the company) Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluatingthe corporate conductsstatutory compliances and expressing my opinionthereonBased on our verification of the Linaks Micro Electronics Limitedrsquos bookspapers minute books forms and returns filed and other records maintainedby the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial auditWe hereby report that in our opinion the company has during the audit periodcovering the financial year ended on 31st March 2020 complied with thestatutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filedand other records maintained by Linaks Micro Electronics Limited (ldquotheCompanyrdquo) for the financial year ended on 31st March 2020 according to theprovisions of(i) The Companies Act 2013 and the Companies Act 1956 (to the extent

applicable) (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules

made thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed

thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations

made thereunder to the extent of Foreign Direct Investment OverseasDirect Investment and External Commercial Borrowings

Not applicable to the company during the Audit Period(v) The following Regulations and Guidelines prescribed under the Securities

and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-(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 2015(c) The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations 2009Not applicable to the company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999Securities And Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

Not applicable to the company during the Audit Period

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

10

(e) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

Not applicable to the company during the Audit Period(f) The Securities and Exchange Board of India (Registrars to an Issue and

Share Transfer Agents) Regulations 1993 regarding the Companies Actand dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009

Not applicable to the company during the Audit Period(h) The Securities and Exchange Board of India (Buyback of Securities)

Regulations 1998Not applicable to the company during the Audit Period

(i) The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

(vi) The other laws as may be applicable specifically to the company are1 The Air (Prevention and Control of Pollution) Act 19812 The Environment (Protection) Act 19863 The Water (Prevention and Control Pollution) Act 19744 Factories Act 19485 Industrial Disputes Act 19476 The Payment of Wages Act 19367 Maternity Benefit Act 19618 The Minimum Wages Act 19489 Employeesrsquo State Insurance Act 194810 The Employeesrsquo Provident Funds and Miscellaneous Provisions Act

195211 The Payment of Bonus Act 196512 The Payment of Gratuity Act 197213 The Industrial Employment (Standing Order) Act 194614 The Sexual Harassment of Women at Workplace (Prevention Prohibition

and Redressal) Act 2013We have also examined compliance with the applicable clauses of thefollowing

(i) Secretarial Standard on Meetings of the Board of Directors and GeneralMeetings issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with Bombay StockExchangeDuring the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etcas mentioned hereinaboveIn respect of other laws specifically applicable to the Company we haverelied on informationrecords produced by the company during the courseof our audit and the reporting is limited to that extent

We further report thatThe Board of Directors of the Company is duly constituted with properbalance of Executive Directors Non-Executive Directors and IndependentDirectors The changes in the composition of the Board of Directorsduring the period under review were carried out in compliance with theprovisions of the ActAdequate notice is given to all directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meetingand for meaningful participation at the meeting Majority decision iscarried through while the dissenting membersrsquo views are captured andrecorded as part of the minutesWe further report that there are adequate systems and processes inthe company commensurate with the size and operations of the companyto monitor and ensure compliance with applicable laws rules regulationsand guidelinesWe further report that during the audit period the company did nothave any specific events actions having a major bearing on thecompanyrsquos affairs in pursuance of the above referred laws rulesregulations guidelines standards etc referred to above

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020This report is to be read with our letter of even date which is annexed asrsquo

Annexure Arsquo and forms an integral part of this report

lsquoANNEXURE ArsquoToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105

Our report of even date is to be read along with this letter

1 Maintenance of secretarial record is the responsibility of the managementof the company Our responsibility is to express an opinion on thesesecretarial records based on our audit

2 We have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contents ofthe Secretarial records The verification was done on test basis to ensurethat correct facts are reflected in secretarial records We believe thatthe processes and practices we followed provide a reasonable basisfor our opinion

3 We have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the company

4 Where ever required we have obtained the Management representationabout the compliance of laws rules and regulations and happening ofevents etc

5 The compliance of the provisions of Corporate and other applicable lawsrules regulations standards is the responsibility of management Ourexamination was limited to the verification of procedures on test basis

6 The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness with whichthe management has conducted the affairs of the company

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020

Annexure BSecretarial compliance report of Linaks Microelectronics Limitedfor the year ended 31st March 2020

IWe have examined(a) all the documents and records made available to us and explanation

provided by Linaks Microelectronics Limited (ldquothe listed entityrdquo)(b) the filings submissions made by the listed entity to the stock exchanges(c) website of the listed entity(d) any other document filing as may be relevant which has been relied

upon to make this certification for the year ended 31032020 (ldquoReviewPeriodrdquo) in respect of compliance with the provisions of

(a) the Securities and Exchange Board of India Act 1992 (ldquoSEBI Actrdquo) andthe Regulations circulars guidelines issued there under and

(b) the Securities Contracts (Regulation) Act 1956 (ldquoSCRArdquo) rules madethere under and the Regulations circulars guidelines issued there underby the Securities and Exchange Board of India (ldquoSEBIrdquo)The specific Regulations whose provisions and the circulars guidelinesissued there under have been examined include-

a) Securit ies and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

b) Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018

c) Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations 2011

d) Securities and Exchange Board of India (Buyback of Securities)Regulations 2018

e) Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

f) Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations2013

h) Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 and circulars guidelines issued there under andbased on the above examination IWe hereby report that during theReview Period

a) The l isted enti ty has complied w ith the provisions of the aboveRegulations and circulars guidelines issued there under except inrespect of matters specified below-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

11

SrNo Compliance Requirement Deviations Observations (Regulations circulars Remarks of the guidelines including specific Practicing clause) Company Secretary NA NA NA

(b) The listed entity has maintained proper records under the provisions ofthe above Regulations and circulars guidelines issued there under inso far as it appears from myour examination of those records

(c) The following are the details of actions taken against the listed entity itspromoters directors material subsidiaries either by SEBI or by StockExchanges (including under the Standard Operating Procedures issuedby SEBI through various circulars) under the aforesaid Acts Regulationsand circulars guidelines issued there under

Sr No Action taken by Details of

violation

Details of action taken Eg fines warning letter

debarment etc

Observations remarks of the

Practicing Company

Secretary if NA NA NA NA

(d) The listed entity has taken the following actions to comply with theobservations made in previous reports

Sr No Observations of the Practicing

Company Secretary in the previous reports

Observations made in the secretarial compliance

report for the year Ended 31032019

Actions taken by the listed entity

if any

Comments of the Practicing Company Secretary on the actions taken by the listed entity

NA NA NA NA

Divya MatahProprietorDivya Matah amp AssociatesCompany SecretariesM No ndash 31186 CP - 11719Date 26062020Place Lucknow

Annexure C

FORM NO MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31032020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014I REGISTRATION amp OTHER DETAILS

1 CIN L32101UP1986PLC007841 2 Registration Date 11041986 3 Name of the Company LINAKS MICRO ELECTRONICS LIMITED 4 CategorySub-category of the Company Company limited by shares Non-Government Company

5 Address of the Registered office amp contact details

126 KM BARABANKI ROAD CHINHAT LUCKNOW UTTAR PRADESH INDIA - 227105

6 Whether listed company Yes

7 Name Address and Contact Details of the Registrar and Transfer Agent if any

MS Beetal Financial and Computer Services (P) Ltd Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre Dada Harsukhdas Mandir New Delhi- 110062

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 or more of the total turnover of the company shall be stated)

S No Name and Description of main products services NIC Code of the Productservice to total turnover of the company

1 Printed Circuit Board 32 100

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

12

III SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

13

B) Shareholding of Promoter-

Sl No Shareholderrsquos Name Shareholding at the

beginning of the year 31-03-2019 Shareholding at the end of the year-

31-03-2020

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

change in share holding

during the year

1 ANIL KUMAR SINGH ALSPS0283Q 5425500 312974

0 5425500 312974 0 0

2 ATUL KUMAR SINGH ADPPS6741L

93000

05365 0 93000 05365

0 0

3 BHANU PRATAP SINGH ANPPS2821R 60000 03461

0 60000 03461 0 0

4 GAUTAM SINGH ASWPS4298Q 132240

07628

0 132240 07628 0

0

5 HIMANSHU MOHAN SINGH 10800 00623 0 10800 00623 0 0

6 MANVI SINGH DEO ALGPS8666M 504476 29101 0

504476 29101 0 0

7 MEENA SINGH BCFPS4716M 1420880 81965 0 1420880 81965 0 0

8 NAMITA SINGH AEHPS7933M 448300

25861

0 448300 25861 0

0

9 RAJENDRA KUMAR MEHRA ADVPM5557C

7800

00450 0 7800 00450 0 0

10 RAJESH P SINGH 400

00023

0 400 00023 0

0

11 RAJESH PRASAD SINGH 132900

07666 0 132900 07666 0 0

12 SHOBHA SINGH AUZPS5187P 80000 04615 0 80000 04615 0 0

13 SIDDHARTH SINGH AKWPS0843H

74800

04315 0 74800

04315

0 0

14 SARLA SINGH ABIPS0818D 146260

08437 0 146260 08437 0 0

15 UDAYAN SINGH AWEPS7645F 102700

05924 0 102700 05924 0 0

16 USHA KIRAN AHAPK5385K 75000

04326 0 75000 04326 0 0

17 VIJAY SINGH 103000

05942 0 103000 05942 0 0

18 HARSH SINGH TRUST AABTH1990F (Transmitted from Harsh Singh)

262500 1514 0 262500 1514 0 0

Total 9080556 523819 0 9080556 523819 0 0

C) Change in Promotersrsquo Shareholding (please specify if there is no change)

SNo Name of the shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year

Nos of shares of total share of the Company

Nos of shares

of total share of the Company

1 At the beginning of the year 9080556 523819 9080556 523819

Date wise increase Decrease in promoters shareholding during the year specifying the reason for increase decrease (eg allotment transfer bonus sweat equity etc)

NA NA NA NA

At The End Of The Year 9080556 523819 9080556 523819

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

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ase

retu

rn to

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s M

icro

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tron

ics

Lim

ited

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nki R

oad

Chin

hat

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- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

LINAKS MICROELECTRONICS LTD

(CIN L32101UP1986PLC007841)

Regd Office

126 Km Barabanki Road Chinhat

Lucknow-227 105

BOARD OF DIRECTORS

Mr Anil K Singh (DIN00225518) -Managing Director

Mr UB Singh (DIN 06650869) - Independent Director

Mrs Meena Singh (DIN 02775239) - Director

Mr Ram Chandra Gaur (DIN 02317264) Independent Director

Mr Jai Ram Singh (DIN 08356669) Independent Director

AUDITORSJaiswal Singh amp Co(Chartered Accountants)

Secretarial AuditorsDivya Matah amp Associates(Practicing Company Secretaries)

Company Secretary

Ms Deepti Bammi upto 14012020

Ms Priya Gupta wef 10062020

Chief Financial Officer

Mr Girish Chandra Jha

BANKERS

Vijaya Bank

SHARE HOLDERSrsquo INFORMATION

SHARE TRANSFER ARRANGEMENT AND

DEMATERIALISATION STATUS OF SHARES

The Company appointed Ms Beetal Financial amp Computer

Services Pvt Ltd as RTA for Physical and Dematerialised

shares of the Company The shares of the Company are

compulsorily traded in Dematerialised form wef 28092000

under ISIN-INE028C01027 with NSDL amp CDSL The

addresses of NSDL CDSL amp Beetal are given below

1 National Securities Depository Ltd

Trade World 4th Floor Kamala Mil ls Compound

Senapati Bapat Marg

Lower Parel Mumbai-400 013

2 Central Depository Services (India) Ltd

Marathon Futurex A-Wing 25th Floor

NM Joshi Marg Lower Parel

Mumbai - 400013

3 Beetal Financial amp Computer Services (P) Ltd

Beetal House 3rd Floor 99 Madangir

Nr Dada Harsukhadas Mandir

New Delhi-110 062

STOCK EXCHANGE (WHERE COMPANYrsquoS SHARES ARE

LISTED)

The Stock Exchange Mumbai

Phiroze Jeejeebhoy Towers

Dalal Street Fort Mumbai-400 023

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

1

ANNUAL GENERAL MEETING NOTICE 2020Notice is hereby given that the 35th Annual General Meeting of MS LINAKSMICROELECTRONICS LIMITED will be held on Monday the 30th November2020 at 1130 AM through video conferencing or other audio visual means(VCOAVM) to transact the following businessORDINARY BUSINESSES1 To consider and adopt the Audited Financial Statements of the Company

for the year ended 31st March 2020 together with the Report of theBoard of Directors and Auditorsrsquo thereon and to consider and pass thefollowing resolution as an Ordinary ResolutionldquoRESOLVED THAT the audited Balance Sheet Statement of Profit ampLoss and Cash Flow Statement along with the notes forming part of theaudited financial statements for the financial year ended 31st March2020 along with the Auditorsrsquo Report and the Directorsrsquo Report thereonfor the financial year ended 31st March 2020 be and are hereby receivedconsidered and adoptedrdquo

2 To appoint a director in place of Mr Anil Kumar Singh who retires byrotation and being eligible offers himself for re-appointment and toconsider and pass the following resolution as an Ordinary ResolutionldquoRESOLVED THAT Sri Anil Kumar Singh (DIN 00225518) who retiresby rotation under Section 152 and other applicable provisions if any ofthe Companies Act 2013 (hereinafter referred as lsquothe Actrsquo) and the Rulesmade thereunder read with the Articles of Association of the Companyat the conclusion of 35th Annual General Meeting of the members of theCompany and being eligible has offered himself for re-appointment beand is hereby re-appointed as a Director on the Board of the Companywhose period of office shall be liable to retire by rotationrdquo

3 To ratify the appointment of Ms Jaiswal Singh amp Associates Kanpuras statutory auditors for the remaining term and to consider and passthe following resolution as an Ordinary ResolutionldquoRESOLVED THAT pursuant to the provisions of Section 139 142 andother applicable provisions if any of the Companies Act 2013 readwith the Companies (Audit and Auditors) Rules 2014 (including anystatutory modification(s) or re-enactment thereof for the time being inforce) the members of the company do hereby ratify the appointment ofMs Jaiswal Singh amp Associates Kanpur Chartered Accountants (FirmRegistration No 011049C) as the Statutory Auditors of the Company forremaining term from the conclusion of 35thAnnual general meeting ofthe Company till the conclusion of 37thAnnual general meeting of theCompany on such remuneration plus Goods and service tax out-of-pocket travelling and living expenses etc as may be mutually agreedbetween the Board of Directors of the Company and the said AuditorsRESOLVED FURTHER THAT the Board of Directors of the Company(including its Committee thereof) be and is hereby authorized to do allsuch acts deeds matters and things as may be considered necessarydesirable or expedient to give effect to this Resolutionrdquo

SPECIAL BUSINESS4 To re-appoint Mr Anil Kumar Singh as Managing Director and in this

regard to consider and if thought fit pass with or without modification(s)the following resolution as a Special ResolutionldquoRESOLVED THAT notwithstanding his completion of seventy years ofage pursuant to the section 196 of the Companies Act 2013 and otherapplicable provisions of the Act and Articles of Association of theCompany Sri Anil Kumar Singh (DIN 00225518) one of PromoterDirector be and is hereby appointed as Managing Director of theCompany under section 196 of the Companies Act 2013 with effect fromDecember 01 2020 for a period of five yearsFURTHER RESOLVED THAT Sri Anil Kumar Singh Managing Directorof the company be paid such remuneration by way of minimumremuneration or allowed such perquisites as may be approved by theRemuneration Committee and the Board as and when deem fit and properin accordance with the provisions of Sections 198 of the CompaniesAct 2013RESOLVED FURTHER THAT the Board of Directors be and are herebyauthorized to take all such steps as may be necessary proper andexpedient to give effect to this resolutionrdquo

5 To Appoint Mr Ram Chandra Gaur (DIN 02317264) as an IndependentDirectorTo consider and if thought fit to pass with or without modifications thefollowing resolution as an Ordinary Resolution

ldquoRESOLVED THAT pursuant to the provisions of Sections 149 150152 read with Schedule IV and any other applicable provisions of theCompanies Act 2013 including any statutory modification(s) or re-enactment thereof for the time being in force and Companies(Appointment and Qualification of Directors) Rules 2014 and Clause49 of the Listing Agreement amended up to the date Mr Ram ChandraGaur (DIN 02317264) a non-executive Director of the Company whohas submitted a declaration that he meets the criteria for independenceas provided in Section 149(6) of the Act and who was appointed as anIndependent Director at the AGM held on 30092015 till the conclusionof the 35th AGM be and is hereby reappointed as an IndependentDirector of the Company not liable to retire by rotation to hold officefor five consecutive years for a term up to the conclusion of the 40th

Annual General Meeting of the Company in the Calendar Year 2025rdquo6 Reclassification of some of the shareholders of Promoter Group as

Public shareholderTo consider and if thought fit to pass with or without modifications thefollowing resolution as an Ordinary ResolutionldquoRESOLVED in view of the requirement of Reg 31(2) of SEBI (LODR)Regulations 2015 for holding 100 of the promoters shares indematerialized form and in view of 06 Shareholders holding 517400equity shares of Re1- each (570 of total promoterspromoters groupholding and 299 of total equity share capital of the Company) belongingto Promoters Group not cooperating to comply with the provisions ofReg 31(2) of SEBI (LODR) Regulations 2015 consentapproval of theCompany be and is hereby accorded for reclassification of the PromotersPromoters Group excluding the holding of the above shareholders andthat the Board of Directors of the Company be and is hereby authorisedto submit necessary application to Stock Exchange Mumbai or any otherappropriate authority for seeking the above approvalrdquo

By order of the BoardFor Linaks Microelectronics Limited

Priya GuptaCompany Secretary

Place LucknowDated 08102020

Notes1 In view of the continuing Covid-19 pandemic the Ministry of Corporate

Affairs (ldquoMCArdquo) has vide its circular dated 5 May 2020 read with circularsdated 8 April 2020 and 13 April 2020 (collectively referred to as ldquoMCACircularsrdquo) permitted the holding of the Annual General Meeting (ldquoAGMrdquo)through VCOAVM without the physical presence of the Members at acommon venue In compliance with the provisions of the CompaniesAct 2013 (ldquoActrdquo) SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (ldquoSEBI Listing Regulationsrdquo) and MCA Circulars theAGM of the company is being held through VC OAVM

2 A Statement pursuant to Section 102(1) of the Companies Act 2013(ldquoActrdquo) setting out the material facts concerning the Special Business tobe transacted at the Annual General Meeting (ldquoAGMrdquo) is annexed hereto

3 Pursuant to the provisions of the Act a Member entitled to attend andvote at the AGM is entitled to appoint a proxy to attend and vote on hisher behalf and the proxy need not be a Member of the company Sincethis AGM is being held pursuant to the MCA Circular No 142020 datedApril 08 2020 through VC OAVM physical attendance of Membershas been dispensed with Accordingly the facility for appointment ofproxies by the Members will not be available for the AGM and hencethe Proxy Form and Attendance Slip are not annexed to this Notice

4 The Members can join the AGM in the VCOAVM mode 15 minutes beforeand after the scheduled time of the commencement of the Meeting byfollow ing the procedure mentioned in the Notice The facil ity ofparticipation at the AGM through VCOAVM will be made available for1000 members on first come first served basis This will not includelarge Shareholders (Shareholders holding 2 or more shareholding)Promoters Institutional Investors Directors Key Managerial Personnelthe Chairpersons of the Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee Auditors etc whoare allowed to attend the AGM without restriction on account of firstcome first served basis

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

2

5 Copies of Directors report and Auditors report Financial Statements ofthe Company are enclosed

6 Corporate Members intending to send their Authorized representative(s)to attend the meeting through VCOAVM are requested to send a certifiedcopy of the Board Resolution authorizing their representative(s) to attendand vote on their behalf at the Annual General Meeting as required underSection 113 of the Companies Act 2013

7 All documents referred to in the accompanying Notice shall be open forinspection at the Registered Office of the Company and Corporate Officeof the Company during normal business hours on all days exceptSaturdays and Sunday up to and including the date of the Annual GeneralMeeting

8 Members can inspect the register of directors and key managerialpersonnel and their shareholding required to be maintained undersection 170 of the Companies Act 2013 and register of contracts orarrangements in which the directors are interested to be maintainedunder Section 189 of the Companies Act 2013 during the course of themeeting

9 The Ministry of Corporate Affairs has undertaken a ldquoGreen Initiative inCorporate Governancerdquo and allowed companies to share documents withits shareholders through an electronic mode In compliance with theaforesaid MCA Circulars and SEBI Circular dated May 12 2020 Noticeof the AGM along with the Annual Report 2019-20 is being sent onlythrough electronic mode to those Members whose email addresses areregistered with the companyDepositories Members may note that theNotice and Annual Report 2019-20 will also be available on the companyrsquoswebsites wwwlinakscom and websites of the Stock Exchange ie BSELimited at wwwbseindiacom and Members are requested to supportthis Green Initiative by registeringupdating their email addresses forreceiving electronic communications

10 The Company has appointed Ms Beetal Financial and Computer ServicesPrivate Limited Delhi as the Registrar and Share Transfer AgentsMembers are requested to registerupdatenotify immediately about anychange in their addresse-mail address bank detailsPAN to theirDepository Participant (DP) in respect of their shareholding in Dematmode and in respect of their physical shareholding to Ms Beetal Financialand Computer Services Private Limited Beetal House 3rd Floor 99Madangir Behind Local Shopping Centre Near Dada HarsukhdasMandir Delhi 110062 ei ther physical ly or by sending mai l onbeetalrtagmailcom for receiving all communication including AnnualReport Notices and Circulars etc from the Company electronically

11 Members who sti ll hold shares in physical form are advised toDematerial ize their shareholdi ng to avai l of the benefi ts ofdematerialization which include easy liquidity since trading is permittedonly in dematerialized form electronic transfer savings in stamp dutyprevention of forgery etc

12 Members desirous of making a nomination in respect of theirshareholding in the Company as permitted under Section 72 of the Actare requested to write to the Companyrsquos RTA

13 Subject to receipt of requisite number of votes the resolution(s) at itemno 1 to 6 in Notice of AGM shall be deemed to be passed at the 35thAnnual General Meeting of the Company scheduled to be held onMonday 30th November 2020

14 The Company has decided to close the Register of Members and theShare Transfer Register on November 24 2020 up to November 302020 (both days inclusive) in terms of the provisions of the CompaniesAct 2013 and the SEBI (Listi ng Obl igations and Discl osureRequirements) Regulations 2015 Cut-off date to record the entitlementof shareholders for the purpose of e-voting is November 23 2020

15 SEBI has mandated submission of Permanent Account Number (PAN)by every participant in securities market Members holding shares inelectronic form are therefore requested to submit the PAN to theirDepository Participant with whom they are maintaining their Demataccounts and members holding shares in physical form to the CompanyRTA

Voting through electronic means16 In compliance with provisions of Section 108 of the Companies Act 2013

and Rule 20 of the Companies (Management and Administration) Rules2014 as amended and Regulation 44 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (ldquoListing Regulationsrdquo) and the Secretarial Standardson General Meetings (SS2) issued by the Institute of Company

Secretaries of India the Company is pleased to provide members facilityto exercise their right to vote on resolutions proposed to be consideredat the Annual General Meeting (AGM) by electronic means and thebusiness may be transacted through e-Voting Services The facility ofcasting the votes by the members using an electronic voting systemfrom a place other than venue of the AGM (ldquoremote e-votingrdquo) will beprovided by National Securities Depository Limited (NSDL)

17 The facil ity for voting through electronic voting system on theresolution(s) shall also be made available at the AGM and membersattending the meeting through VCOAVM who have not already cast theirvote on the resolution(s) by remote evoting shall be able to exercisetheir right to vote on such resolution(s) at the meeting The memberswho have cast their vote by remote e-voting prior to the AGM may alsoattend the AGM but shall not be entitled to cast their vote again

18 The remote e-voting period commences on 27th November 2020 (900am) and ends on 29th November 2020 (500 pm) During this periodmembers of the Company holding shares either in physical form or indematerialized form as on the cut-off date of 23rd November 2020may cast their vote by remote e-voting The remote e-voting moduleshall be disabled by NSDL for voting thereafter Once the vote on aresolution is cast by the member the member shall not be allowed tochange it subsequently

19 The process and manner for remote e-voting are as underHow do I vote electronically using NSDL e-Voting system

The way to vote electronically on NSDL e-Voting system consists ofldquoTwo Stepsrdquo which are mentioned belowStep 1 Log-in to NSDL e-Voting system at httpswwwevotingnsdlcomStep 2 Cast your vote electronically on NSDL e-Voting systemDetails on Step 1 are mentioned belowHow to Log-in to NSDL e-Voting website

i Visit the e-Voting website of NSDL Open web browser by typing thefollowing URL https wwwevotingnsdlcom either on a PersonalComputer or on a mobile

ii Once the home page of e-Voting system is launched click on the iconldquoLoginrdquo which is available under lsquoShareholdersrsquo section

iii A new screen will open You will have to enter your User ID yourPassword and a Verification Code as shown on the screen Alternativelyif you are registered for NSDL eservices ie IDEAS you can log-in athttps eservicesnsdlcom with your existing IDEAS login Once youlog-in to NSDL eservices after using your log-in credentials click on e-Voting and you can proceed to Step 2 ie Cast your vote electronically

iv Your User ID details are given below Manner of holding shares ie Demat (NSDL or CDSL) or Physical

Your User ID is

a) For Members who hold shares in demat account with NSDL

8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012

b) For Members who hold shares in demat account with CDSL

16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12

c) For Members holding shares in Physical Form

EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

i Your password details are given belowa If you are already registered for e-Voting then you can use your existing

password to login and cast your voteb If you are using NSDL e-Voting system for the first time you will need to

retrieve the lsquoinitial passwordrsquo which was communicated to you Onceyou retrieve your lsquoinitial passwordrsquo you need enter the lsquoinitial passwordrsquoand the system will force you to change your password

c How to retrieve your lsquoinitial passwordrsquoi If your email ID is registered in your demat account or with the company

your lsquoinitial passwordrsquo is communicated to you on your email ID Tracethe email sent to you from NSDL from your mailbox Open the email and

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

3

open the attachment ie a pdf file Open the pdf file The password toopen the pdf file is your 8 digit client ID for NSDL account last 8 digits ofclient ID for CDSL account or folio number for shares held in physicalform The pdf file contains your lsquoUser IDrsquo and your lsquoinitial passwordrsquo

ii If your email ID is not registered please follow steps mentioned belowin process for those shareholders whose email ids are not registered

ii If you are unable to retrieve or have not received the ldquoInitial passwordrdquoor have forgotten your password

a) Click on ldquoForgot User DetailsPasswordrdquo (If you are holding shares inyour demat account w ith NSDL or CDSL) option available onwwwevotingnsdlcom

b) Physical User Reset Passwordrdquo (If you are holding shares in physicalmode) option available on wwwevotingnsdlcom

c) If you are still unable to get the password by aforesaid two options youcan send a request at evotingnsdlcoin mentioning your demat accountnumberfolio number your PAN your name and your registered address

d) Members can also use the OTP (One Time Password) based login forcasting the votes on the e-Voting system of NSDLAfter entering your password tick on Agree to ldquoTerms and Conditionsrdquoby selecting on the check box

iii Now you will have to click on ldquoLoginrdquo buttoniv After you click on the ldquoLoginrdquo button Home page of e-Voting will openDetails on Step 2 are given belowHow to cast your vote electronically on NSDL e-Voting systemi After successful login at Step 1 you will be able to see the Home page

of e-Voting Click on e-voting Then click on Active Voting Cyclesii After click on Active Voting Cycles you will be able to see all the

companies ldquoEVENrdquo in which you are holding shares and whose votingcycle is in active status

iii Select ldquoEVENrdquo of company for which you wish to cast your voteiv Now you are ready for e-Voting as the Voting page opensv Cast your vote by selecting appropriate options ie assent or dissent

verifymodify the number of shares for which you wish to cast your voteand click on ldquoSubmitrdquo and also ldquoConfirmrdquo when prompted

vi Upon confirmation the message ldquoVote cast successfullyrdquo will bedisplayed

vii You can also take the printout of the votes cast by you by clicking on theprint option on the confirmation page

viii Once you confirm your vote on the resolution you will not be allowed tomodify your vote

General Guidelines for shareholders1 Institutional shareholders (ie other than individuals HUF NRI etc) are

required to send scanned copy (PDFJPG Format) of the relevant BoardResolution Authority letter etc with attested specimen signature of theduly authorized s ignatory(ies) who are authorized to vote to theScrutinizer by e-mail to divyamatahgmailcom with a copy marked toevotingnsdlcoin

2 It is strongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential Loginto the e-voting website will be disabled upon five unsuccessful attemptsto key in the correct password In such an event you will need to gothrough the ldquoForgot User DetailsPasswordrdquo or ldquoPhysical User ResetPasswordrdquo option available on wwwevotingnsdlcom to reset thepassword

3 In case of any queries you may refer the Frequently Asked Questions(FAQs) for Shareholders and e-voting user manual for Shareholdersavailable at the download section of wwwevotingnsdlcom or call ontoll free no 1800-222-990 or send a request at evotingnsdlcoin orcontact Ms Pallavi Mhatre Manager or Ms Soni Singh Asst ManagerNational Securities Depository Limited Trade World lsquoArsquo Wing 4th FloorKamala Mills Compound Senapati Bapat Marg Lower Parel Mumbai ndash400 013 at the designated emai l id ndash evotingnsdlcoin orpallavidnsdlcoin or SoniSnsdlcoin or at telephone nos- +91 2224994545 +91 22 24994559 who will also address the grievancesconnected with the voting by electronic meansProcess for those shareholders whose email ids are not registeredwith the depositories for procuring user id and password and

registration of e mail ids for e-voting for the resolutions set out inthis notice

1 In case shares are held in physical mode please provide Folio No Nameof shareholder scanned copy of the share certificate (front and back)PAN (self attested scanned copy of PAN card) AADHAR (self attestedscanned copy of Aadhar Card) by email to beetalrtagmailcom orlinakspcbyahoocom

2 In case shares are held in demat mode please provide DPID-CLID (16digit DPID + CLID or 16 digit beneficiary ID) Name client master orcopy of Consolidated Account statement PAN (self attested scannedcopy of PAN card) AADHAR (self attested scanned copy of Aadhar Card)to evotingnsdlcoin or linakspcbyahoocom or beetalrtagmailcomTHE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAYOF THE AGM ARE AS UNDER-

1 The procedure for e-Voting on the day of the AGM is same as theinstructions mentioned above for remote e-voting

2 Only those Members shareholders who will be present in the AGMthrough VCOAVM facili ty and have not casted their vote on theResolutions through remote e-Voting and are otherwise not barred fromdoing so shall be eligible to vote through e-Voting system in the AGM

3 Members who have voted through Remote e-Voting will be eligible toattend the AGM However they will not be eligible to vote at the AGM

4 The details of the person who may be contacted for any grievancesconnected with the facility for e-Voting on the day of the AGM shall bethe same person mentioned for Remote e-votingINSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGMTHROUGH VCOAVM ARE AS UNDER

1 Member will be provided with a facility to attend the AGM through VCOAVM through the NSDL e-Voting system Members may access thesame at httpswwwevotingnsdlcom under shareholdersmembers loginby using the remote e-voting credentials The link for VCOAVM will beavailable in shareholdermembers login where the EVEN of Companywill be displayed Please note that the members who do not have theUser ID and Password for e-Voting or have forgotten the User ID andPassword may retrieve the same by following the remote e-Votinginstructions mentioned in the notice to avoid last minute rush Furthermembers can also use the OTP based login for logging into the e-Votingsystem of NSDL

2 Members are encouraged to join the Meeting through Laptops for betterexperience

3 Further Members will be required to allow Camera and use Internet witha good speed to avoid any disturbance during the meeting

4 Please note that Participants Connecting from Mobile Devices or Tabletsor through Laptop connecting via Mobile Hotspot may experience AudioVideo loss due to Fluctuation in their respective network It is thereforerecommended to use Stable Wi-Fi or LAN Connection to mitigate anykind of aforesaid glitches

5 Shareholders who would like to express their viewsask questions duringthe meeting may register themselves as a speaker may send their requestmentioning their name demat account numberfolio number email idmobile number at linakspcbyahoocom

6 Shareholders who would like to express their viewshave questions maysend their questions in advance mentioning their name demat accountnumberfolio number email id mobile number at linakspcbyahoocomThe same will be replied by the company suitably

7 Those shareholders who have registered themselves as a speaker willonly be allowed to express their viewsask questions during the meetingThe Company reserves the right to restrict the number of speakersdepending on the availability of time for the AGM

8 Members who need assistance before or during the AGM can contactNSDL on evotingnsdlcoin 1800-222-990

By the Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THECOMPANIES ACT 2013

and reg 17(11) of SEBI (LODR) (AMENDMENT) REGULATIONS 2018Item no 4Mr Anil Kumar Singh who is one of the promoter Directors and also thecontinuing Managing Director of the Company has to be reappointed as theManaging Director of the Company on the recommendation of the remunerationCommittee for a term of 05 years wef 01122020 on the terms and conditionsand remuneration as set out in the notice As Mr Anil Kumar Singh hasattained the age of 70 years prior consentapproval of the shareholders byway of passing special resolutions is required Hence this resolutionMr Anil Kumar Singh and Mrs Meena Singh being relatives would be deemedconcerned in this resolution Accordingly the directors recommend the specialresolution in relation to appointment of Mr Anil Kumar Singh as ManagingDirector for approval of the shareholders as set out in Item-4 of this NoticeItem no 5Mr Ram Chandra Gaur was appointed as an Independent Director at theAGM held on 30092015 till the conclusion of the 35th AGM to comply withthe provisions of Section 149 and Companies (Appointment and Qualificationof Directors) Rules 2014 and other applicable provisions and Clause 49 ofthe Listing Agreement amended up to the date The term of office of Directorof Mr Ram Chandra Gaur would expire at the end of this Annual GeneralMeeting as Independent Director Keeping in view the statutory requirementof appointing Independent Director the Board recommend passing of thisresolution Except Mr Ram Chandra Gaur none of other Directors would bedeemed concerned in this resolution

Name of persons of Promoter Group Folio No No of Shares Himanshu Mohan Singh 0023 10800 Rajendra Kumar Mehra 0008 7800 Rajesh P Singh 6989 400 Rajesh Prasad Singh 0013 132900 Vijay Singh 0034 103000 Harsh Singh Trust 9433 262500 517400

Accordingly consentapproval of the Company is required to authorise Boardof Directors of the Company to submit necessary application to StockExchange Mumbai or any other appropriate authority for seeking the aboveapproval for reclassification of the PromotersPromoters Group excluding theholding of above shareholdersNone of the Directors or their relatives Key Managerial Personnel or theirrelatives are in any way concerned or interested financially or otherwise inthe proposed Resolution

By Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

Item no 6Reg 31(2) of SEBI (LODR) Regulations 2015 require for holding 100 ofthe promoters shares in dematerialized form However following persons ofPromoter group holding 517400 equity shares of Re1- each (570 of totalpromoterspromoters group holding and 299 of total equity share capital ofthe Company) belonging to Promoters Group not cooperating to comply withthe provisions of Reg 31(2) of SEBI (LODR) Regulations 2015

Appendix ndashAThe details of the Directors retire by rotation and seeking re-appointment and being appointed as MD or Independent Director-

Sr No

Name of the Director

Qualifi- cation

Directorship of Other Companies

Committee position held in other companies

Professional expertise

Nos of shares held Relationship between directors

interse

1 Mr Anil Kumar Singh (DIN-00225518)

BTech PGDBA

Vindhyachal Finlease Pvt Ltd (CIN U65929DL1996PTC079905)

NIL

Has experience in management and leadership skills for heading the Company forward

5425500 Nos of Equity shares

Related with Mrs Meena Singh (Director)

2 Mr Ram Chandra Gaur (DIN-02317264)

BTech

Naturesfeast amp Health Food Pvt Ltd (CIN U15122UP2011PTC043463) Progressive Development Initiatives (CIN U74120UP2014NPL066644)

NIL

Has experience in management and leadership skills as an Independent Director

NIL Nos of Equity shares

Not related to any Director of the Company

By the Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

BOARDSrsquo REPORT

ToThe MembersLINAKS MICROELECTRONICS LIMITED

Your Directors present the Thirty Fifth Boardsrsquo Report of the Company togetherwith Audited Financial Statements of your company for the financial yearended 31st March 20201 FINANCIAL RESULTS

(Amount in Thousand Rs)Year ended Year ended31032020 31032019

(a) Turnover (including Other Income) 4674 6922(b) Net ProfitLoss (before depreciation and tax) -4984 -6419Depreciation 1564 1564(c) Net Profit(Loss) before extraordinary items -6548 -7983Extraordinary items - -(d) Net Profit(Loss) before tax -6548 -7983Provision for Tax (including for deferred tax) 0 0(d) Net Profit(Loss) after tax -6548 -7983

2 BRIEF DESCRIPTION OF THE COMPANYrsquoS WORKING DURING THEYEARThe Directors concluded the last yearrsquos Directorrsquos Report with thewords In the coming year we do not foresee any significant impedimentin ramping up our sales to break-even level and beyond

We could not have been more off the mark Anything that could go wrongdid go so in the year under review - Market Payments Legal Shocks onthe Real Estate Development front Employee churn and what have youThe market of indigenously made LED lights which had been reelingunder severe headwinds from cheap Chinese imports suffered a doublewhammy by the virtual collapse of the payment cycle from theMunicipalities and Town Areas causing a massive cash crunch Municipalfunds for LED switchover are heavily dependent on GovernmentSubsidies under Govt of Indiarsquos SLNP initiative But SLNP funds of lateare virtually down to trickles The demand kept going south and paymentswent from bad to worseThe mounting expenditure on multiple litigations on the salvaging ofReal Estate venture further hamstrung our liquidity The fraudulentbehaviour of the Developer who has since vanished the tagging of ourCorporate Guarantee in the suit filed by the Syndicate Bank in NCLT

4

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

5

our criminal case against the Developerrsquos and the Bank countersuit inthe DRT and civil litigation have all taken their toll on the Companyrsquosways and means Being the main aggrieved party we had banked heavilyon the Legal route for resolution in a reasonable time Looking back allof it appears a distant dream Here we are six months into the next yearand there is zero progress who could have imagined the scourge ofCOVID 19With the COVID Lockdown from March 22 2020 the way ahead is avirtual minefield and what roadmap could you chart except to stay putin a state of suspended animation Employee morale has taken a hitCustomers have gone in their shell and those who owe us money are indeep slumber and incommunicadoThe uncertainty is interminable So much so that the misery of uncertaintyis worse than the certainty of miseryThere is darkness all around but in the midst of darkness light persistsThere is no slackening in our relentless pursuit to tide over the currentgloom and doom and team Linaks is gung-ho and even this would pass

3 SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIESThe Company does not have any Subsidiary Joint venture or AssociateCompany

4 DIVIDEND amp RESERVESIn view of losses during the year under review no dividend pay-out isbeing recommended and accordingly no question of appropriation ofreserves arise

5 SHARE CAPITALThe paid up share capital of the company as at 31st March 2020 remainedat Rs 49535300 During the period under report your company hasnot issued any shares including Sweat Equity ESOP Bonus andorConvertible Debentures

6 DEPOSITSThe Company has neither accepted nor renewed any deposits duringthe year under review

7 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADEUNDER SECTION 186 OF THE COMPANIES ACT 2013There was no loans guarantees or investments made by the Companyunder Section 186 of the Companies Act 2013 during the year underreview and hence the said provision is not applicable

8 MATERIAL CHANGES amp COMMITMENTSExcept the effect of overall impact of COVID-19 on the economy of wholeworld there has been no material changes and Commitment affectingthe financial position of the Company which have occurred between theend of the financial year of the Company to which the financial statementsrelate and date of the Report

9 RISK MANAGEMENT POLICY OF THE COMPANYThe Company does not have any Risk Management Policy as theCompany is still in its rehabili tation However the Company hasintroduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworksand processes to drive a common integrated view of risks optimal riskmitigation responses and efficient management of internal control andassurance activities

10 HUMAN RESOURCE DEVELOPMENTAt LINAKS human resource development is considered vital for effectiveimplementation of business plans Constant endeavours are being madeto offer professional growth opportunities and recognition Your Companytreats its ldquohuman resourcesrdquo as one of its most important assets YourCompany continuously invests in attraction retention and developmentof talent on an ongoing basis A number of programs that provide focusedpeople attention are currently underway Your Company thrust is on thepromotion of talent internally through job rotation and job enlargement

11 OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013The Company is an equal opportunity employer and consciously strivesto build a work culture that promotes dignity of all employees As requiredunder the provisions of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rulesframed thereunder the Company has implemented a policy on Preventionof Sexual Harassment of Women at Workplace An Internal Committee

has been set up to receive complaints investigate the matter and reportto the management At the beginning of the year there was no complaintpending During the year no complaint was received by the Committeeand hence no complaint was pending at year end

12 AUDITORSStatutory Auditors

At the 32nd Annual General Meeting held on September 28 2017 themembers had appointed Ms Jaiswal Singh amp Co (Firm Registration No011049C) Chartered Accountants Kanpur as Statutory Auditors for ablock period of 05 years beginning from the conclusion of the 32nd AGMtill the conclusion of the 37th AGM subject to them ratifying the saidappointment at every AGM The Company had received confirmationfrom Ms Jaiswal Singh amp Co to the effect that their appointment wouldbe in terms of Section 139 and 141 of the Companies Act 2013 andrules made thereunderThe Statutory Auditors have audited the books of accounts of theCompany for the Financial Year ended on March 31 2020 and haveissued the Auditorsrsquo Report thereon The Statutory Auditors have notmade any adverse comments or given any qualification reservation oradverse remarks or disclaimer in their Audit Report

Secretarial AuditorsPursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company has appointed MS Divya Matahand Associates a firm of Company Secretary in Practice to undertakethe Secretarial Audit of the Company The Report of the Secretarial Auditis annexed herewith as lsquoAnnexure A lsquoto this reportAs required under Regulation 24A of SEBI (LODR) Regulations 2015Ms Divya Matah amp Associates Practicing Company SecretariesLucknow has reported on the Annual Secretarial Compliances of theCompany for the year ended on 31st March 2020 The report is uploadedto the Stock Exchange The said report has been provided underlsquoAnnexure-Brsquo of the Directorsrsquo ReportThe Secretarial Auditor has not made any adverse comments or givenany qualification reservation or adverse remarks or disclaimer in theirAudit Report and Compliance Report

13 DIRECTORS AND KEY MANAGERIAL PERSONNELIn accordance with provision of the Companies Act 2013 Mr Anil KumarSingh Managing Director of the Company is liable to retire by rotationat the ensuing AGM and is eligible for his reappointmentNecessary resolutions for the reappointment of the aforesaid directorand the detailed profile has been included in the notice convening theannual general meetingThere has been no change in the Board of Directors of the Companyduring the Financial Year 2019-20 All the directors of the company haveconfirmed that they are not disqualified from being appointed as directorsin terms of Section 164 of the Companies Act 2013Furthermore Ms Deepti Bammi (ACS No A57019) was appointed asthe Company Secretary of the Company wef February 4 2019 but sheresigned from the job as on January 14 2020 due to some of her personalreasonsIn order to comply with the mandatory requirement of recruiting aCompany Secretary and Compliance Officer in a Listed company thecompany appointed Ms Priya Gupta an Associate Member of TheInstitute of Company Secretaries of India (ACS No A55368) as theCompany Secretary and Compliance Officer of the Company pursuantto Section 203 of the Companies Act 2013 and Rule 8 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014wef June 10 2020With respect to mandatory requirement for appointment of Chief FinancialOfficer in a Listed Company Mr Girish Chandra Jha being a commercegraduate and holding around 30 years of working experience has beenappointed as the CFO of the Company wef April 2 2019

14 MANAGERIALEMPLOYEES REMUNERATIONA) Details of the ratio of the remuneration of each director to the median

employeersquos remuneration and other details as required pursuant to Rule5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 cannot be worked out as the process ofrecruitment of staff has not yet completed The skeletal staff with whichthe Company is presently working are mainly on part time basis

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

6

B) As required pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company didnot have any employee drawing a remuneration of Rs 6000 lacs pa ifemployed throughout the year or Rs500 lacs pm if employed for apart of the said year under review Moreover there was no employeeemployed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case maybe at a rate which in the aggregate is in excess of that drawn by themanaging director or whole-time director or manager and holds by himselfor along with his spouse and dependent children not less than twopercent of the equity shares of the company

C) None of the Managing Director or Whole-time Director of the Companywas in receipt of any commission from the Company Moreover as theCompany did not have any holding or subsidiary Company the questionof receiving commission by them from such Company also does notarise

15 DIRECTORSrsquo RESPONSIBILITY STATEMENTIn accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submit its responsibility Statement

(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating tomaterial departures

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of thecompany for that period

(c) the directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) the directors had prepared the annual accounts on a going concern basisand

(e) the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate andwere operating effectively

(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequateand operating effectively

16 CORPORATE SOCIAL RESPONSIBILITY INITIATIVESIn view of losses the Company has not developed and implementedany Corporate Social Responsibility initiatives as the said provisionsare not applicable

17 EXTRACT OF ANNUAL RETURN (FORM MGT-9)As per the requirements of Section 92(3) and 134(3)(a) of the Act andRules made thereunder the extract of the Annual Return for the FY2019-20 is given in lsquoAnnexure C lsquo in the prescribed Form MGT-9 whichis a part of this report

18 MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORTOF DIRECTORS ON CORPORATE GOVERNANCEYour Company has already implemented the requirement of Regulation27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ie Corporate Governance As required a ManagementDiscussion and Analysis Report and Directorsrsquo Report as well as AuditorsrsquoCertificate on Corporate Governance are given alongwith this report

19 ACKNOWLEDGEMENTYour Directors wish to place on record their appreciation for the co-operation and support extended by the Shareholders various authoritiesbanks dealers and vendorsThe Directors also acknowledge with gratitude the dedicated efforts andvaluable contribution made by all the employees of the Company

By order of the Board

Date 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

DIRECTORSrsquo REPORT ON CORPORATE GOVERNANCEPhilosophyLinaks upholds its standing at the forefront of Corporate Governance bestpractices Linaks envisages the attainment of the highest levels oftransparency accountability and ethics in all facets of its operations It hasbeen committed to the principles of transparency integrity accountability andresponsibility The Company takes feedback into account on its periodicreviews of the guidelines to ensure their continuing relevance effectivenessand responsiveness to the needs of its investors Linaks considers that all itsoperations and actions must serve the underlying goal of increasing employeeand customer satisfaction and enhancing overall Shareholder valueBoard of DirectorsThe Company has combination of executive and non-executive Directors withnon-executive Directors constituting more than 50 per cent of the Board Asper the Listing Agreement lsquoIndependentrsquo or Non-Executive Directors havebeen defined as directors who apart from receiving Directors remunerationdo not have any other material pecuniary relationship or transactions withthe Company its promoters its management or its subsidiaries which in thejudgment of the Board may affect independence of judgment of the DirectorsIndependent Directors play an important role in deliberations at the BoardMeetings and the Company benefits from their expertise in achieving itsstrategic direction The Directors bring to the Board a wide range of experienceand skills The Board is constituted as under

Only Audit Committee Investorsrsquo Grievance Committee Nomination andRemuneration Committee and Committee for Prevention of Sexual Harassmentof Women at workplace are considered for the purpose of Committee positionsas per listing AgreementResponsibilitiesThe Board of Directors represent the interests of the Companyrsquos shareholdersin optimising long-term value by providing the management with guidanceand strategic direction on the Shareholderrsquos behalf The Boardrsquos mandate isto oversee the Companyrsquos strategic decision review corporate performanceauthorise and monitor strategic investments ensure regulatory complianceand safeguard interests of Shareholders Board members ensure that theirother responsibilities do not impinge on their responsibility as a Director ofLinaksRole of Independent DirectorsIndependent Directors play an important role in deliberations at the boardmeetings and bring to the company their wide experience in the field of financeaccountancy law etc The wide knowledge of both their field of knowledgeand boardroom practices help foster unbiased independent and experiencedprospectiveAppointment of Independent DirectorsThe Company has 3 Independent directors on its BoardThe Current independent director on Board are Mr Udai Bhan Singh MrRam Chandra Gaur and Mr Jai Ram Singh None of the Independent directorsare liable to retire by rotationAll Independent Directors of the Company at the time of their first appointmentto the Board and thereafter at the first meeting of the Board in every FinancialYear give a declaration that they meet with the criteria of Independence asprovided under Section 149 of the Companies Act 2013 and SEBI (LODR)Regulations 2015Board EvaluationPursuant to the provisions of the Companies Act 2013 and Regulation 17 ofthe Listing Regulations the Board has carried out an annual performanceevaluation of its Independent Directors and the Independent Directors alsoevaluated the performance of the Non- Independent Directors The Board ofDirectors expressed their satisfaction with the evaluation process The Boardof Directors also evaluated the functioning performance of Audit CommitteeStakeholders Relationship Committee Nomination amp RemunerationCommittee CSR Committee and expressed satisfaction with their functioningperformance

SNo DIRECTORS DIN NOOF DIRECTORSHIP

NO OF COMMITTEES

CATEGORY OF DIRECTOR

1 Mr Anil Kumar Singh 00225518 0 3 Member Managing Director 2 Mrs Meena Singh 02775239 0 1 Chairperson

1 Member Non Executive Non-Independent Director

3 Mr Udai Bhan Singh 06650869 0 2 Chairperson 2 Member

Independent Director

4 Mr Ram Chandra Gaur 02317264 2 2 Member Independent Director

5 Mr Jai Ram Singh 08356669 0 1 Chairperson Independent Director

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDBoard MeetingsThe meetings of the Board are generally held at the Registered office of thecompany Meetings are generally scheduled well in advance The Board meetsat least once a quarter to review the quarterly performance and the financialresults of the companyThe Company Secretary in consultation with the Managing Director preparesthe detailed agenda of the Board Meetings The Board papers are circulatedto the directors in advanceDuring the financial year 2019-20 the Board of Directors of the Companyduly met Six (6) times The intervening gap between the two meetings waswithin the period as prescribed under the Companies Act 2013The attendance of each director at the Board Meetings and at last AGM is asunder

Directors No Of board meetings attended Attendance At The34 th AGM

Mr Anil Kumar Singh 6 Yes

Mrs Meena Singh 6 Yes

Mr Udai Bhan Singh 6 Yes

Mr Ram Chandra Gaur 4 No

Mr Jai Ram Singh 6 No

Board CommitteesTo enable better and more focused attention on the affairs of the Companythe Board delegates particular matters to Committees of the Board set up forthe purpose These Committees prepare the groundwork for decision-makingand report at the subsequent Board MeetingThe Board is assisted by various committees- Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee ANDCommittee for Prevention of Sexual Harassment of Women at workplaceAudit CommitteeThe Audit Committee is constituted in accordance with the provisions ofRegulation 18 of SEBI (LODR) Regulations 2015 and Section 177 of theCompanies Act 2013 The Audit Committee comprises of

a Mr Ram Chandra Gaur ndash Member (Independent Director)b Mr Udai Bhan Singh ndash Chairperson (Independent Director)c Mr Anil Kumar Singh ndash Member (Managing Director)

The meetings of the audit committee are scheduled well in advance Theaudit committee met 4 times during the year under review on 2905201907082019 11112019 and 07022020 The Committee reviewed thequarterlyannual financial statements before submission to the Board forapprovalThe Committee reviews the report of the internal auditors and statutory auditorsalong with the comments and corrective actions taken by the ManagementThe committee also reviews the Asset- liability management systemNomination amp Remuneration CommitteeThe Companyrsquos Nomination amp Remuneration Committee consists of followingDirectors namely

a) Mr RC Gaur ndashMember (Independent Director)b) Mr Jai Ram Singh ndashChairperson (Independent director)c) Mr Udai Bhan Singh ndash Member (Independent Director)

The salary of the ManagingWhole-time Directors is recommended by theRemuneration Committee and approved by the Board No remuneration ispaid to the Non-Executive DirectorsThe powers role and terms of reference of the Nomination and RemunerationCommittee covers the areas as contemplated under SEBI (LODR) Regulations2015 Section 178 of the Companies Act 2013 and Rules made thereunderThe role of the Nomination and Remuneration Committee inter alia includesformulation of criteria of determining qualifications positive attributes andindependence of a director and recommendation to the Board of theremuneration policy formulation of criteria for evaluation of the IndependentDirectors and the Board devising a policy on Board Diversity and identificationof persons who are qualified to become directors and who may be appointedin senior management in accordance with criteria laid down and recommendto the Board their appointment and removalDuring the year the Nomination and Remuneration Committee met 2 Timeson 02042019 and 07022020

Remuneration PolicyThe Company has on the recommendation of the Nomination amp RemunerationCommittee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration This policy enablesto attract and maintain talented and motivated executives so as to encourageenhanced performance of the Company The remuneration policy envisagesa clear relationship between performance and remuneration including theremuneration paid and overall corporate performanceRemuneration paid to DirectorsManagingWhole-time Directors of the Company have been appointed on acontractual basis on the approval of the Shareholders Remuneration packageof Executive Directors is determined by the Remuneration Committee ofDirectors within the permissible limits under the applicable provisions of lawand is approved by Shareholders It comprises salary and other allowancesperquisites as approved by Shareholders Non-Executive Directors have sofar not been paid any remunerationcommission apart from sitting fees Detailsof remuneration to Directors are as follows

Director Relation with Linaks

Sitting fees

Remuneration paid during 010419 - 310320

Salary amp Perquisites Commission Total

Mr Anil K Singh Managing Director NIL 360000 NIL 360000

Stakeholders Relationship CommitteeThe stakeholders relationship committee comprises ofa) Mr Udai Bhan Singh ndash Chairperson (Independent Director)b) Mr Anil Kumar Singh ndash Member (Managing Director)c) Mrs Meena Singh ndash Member (Non Executive non-independent director)The Committee looks into the redressal of shareholders investors depositorsand Customer complaints The stakeholders relationship committee met 1time in the year on 07022020Committee for prevention of Sexual Harassment of Women at workplaceThe Members of the Committee for prevention of Sexual Harassment of Womenat workplace of the Company area) Mrs Meena Singh- Chairperson (Non Executive non-independent director)b) Mr AK Singh ndash Member (Managing Director)c) Mr UB Singh- Member (Independent Director)The Committee is authorised to strictly implement Companyrsquos policy forprevention of Sexual Harassment of Women at workplace and take suitabledisciplinary action against erring employee if any The committee met 1 timein the year on 07022020 However no complaint of sexual harassment wasreceived during the yearCertificate under Regulation 34(3) of SEBI Listing RegulationsThe Company has obtained a certificate pursuant to the Regulation 34(3)read with Schedule V of the Listing Regulations from MS Divya Matah andAssociates a firm of Company Secretary in practice confirming that none ofthe Directors are debarred or disqualified from being appointed or continuingas Directors of the Company either by Securities and Exchange Board ofIndia or the Ministry of Corporate Affairs or any other Statutory Authority Thesaid certificate forms part of this repot as lsquoAnnexure D lsquoShareholding of DirectorsThe Shareholding details of the directors as at March 31 2020 are includedin Form MGT-9 forming part of the Directorsrsquo Report Vigil Mechanism Whistle Blower PolicyThe Company believes to conduct its affairs in a fair and transparent mannerby adopting highest standards of professionalism honesty integrity and ethicalbehaviour The Company is committed in developing a culture where it issafe for all the employees to raise concerns about any wrongful conductThe Board has approved the vigil mechanism Whistle Blower policy of theCompany which provides a framework to promote a responsible and securewhistle blowing The Audit Committee oversees the Vigil MechanismParticulars Of Related Party TransactionsThere are no material related party transactions which are not in ordinarycourse of business or which are not on armrsquos length basis and hence thereis no information to be provided as required under Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014

7

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

8

Annual General MeetingsFollowing are details of the Annual General Meetings for the previous threeyears held The AGMs were held at the registered office of the Company at126 kms Barabanki Road Chinhut Lucknow

S No Particulars of Meeting Day and Date Number of SR passed Nature of SR

2018-19 34th Annual General Meeting

Monday 23rd September 2019 1

Appointment of Mr Jai Ram Singh as

Independent Director

2017-18 33rd Annual General Meeting

Wednesday 26th September 2018 1

Increase in remuneration of

Managing Director

2016-17 32nd Annual General Meeting

Thursday 28th September 2017 0 -

Month Open High Low Close No of SharesApr-19 068 068 068 068 536Jun-19 065 068 065 068 8535Jul-19 068 068 068 068 228Aug-19 068 068 059 059 1885Sep-19 059 059 057 057 2725Oct-19 057 059 057 057 2152Nov-19 057 057 057 057 2354Dec-19 055 055 055 055 1358Jan-20 055 055 055 055 210Feb-20 053 053 051 051 3265Mar-20 049 049 049 049 1127

Generally all the resolutions in the AGM are passed through show of handsNone of the Special Resolutions passed at the above Annual General Meetingswere required to be put to vote through Postal Ballot However as requiredthe Company made necessary arrangements of e-voting with NSDL on theoccasion of the Annual General Meeting held on 23092019Market price data

Shareholding of nominal Shareholders Total to Totalvalue of Re1 - held Shares Shares

Number of Total1-5000 4828 9598 3430551 1978945001-10000 106 210 464105 4407810001-50000 63 122 1206730 6961150001-100000 16 031 1222524 70522100001 amp above 17 033 10711390 617895TOTAL 5030 10000 17335300 10000

Depository ServicesFor guidance on Depository services Shareholders may write to the Registrarand Share Transfer Agent or National Securities Depository Limited TradeWorld 4th Floor Kamala Mills Compound Senapati Bapat Marg Lower ParelMumbai-400013 email infonsdlcoin website wwwnsdlcom or CentralDepository Services (India) Limited Marathon Futurex A-Wing 25th FloorNM Joshi Marg Lower Parel Mumbai-400013email investorscdslindiacom website wwwcdslindiacomShare Transfer SystemAs per the directions of SEBI the Company has appointed Ms Beetal Financialamp Computer Services (P) Ltd as Common Agency for Share transfer both inphysical and demat form wef 01042003The Registrar and Share Transfer Agents register share transfers in physicalform within 15-20 days of the receipt of the completed documents Invalidshare transfers were returned within 15 days of receipt All requests fordematerialisation of Shares were processed and confirmations were given tothe respective Depositories ie National Securities Depository Limited andCentral Depository Services (India) Ltd The company also offers transfercum Demat facility simultaneouslyRegistrar amp Share Transfer AgentMs Beetal Financial amp Computer Services (P) LtdBeetal House 3rd Floor 99 MadangirBehind Local Shopping CentreNr Dada Harsukhdas MandirNew Delhi-110 062Ph 011-29961281E-mail beetalrtagmailcom

Distribution Schedule as on March 31 2020

Dematerialisation of Shares amp LiquidityThe Company has entered into agreements with National Securities DepositoryLimited (NSDL) amp Central Depository Services (India) Limited (CDSL) As atMarch 31 2020 77257 percent (13392760 Shares) of the Companyrsquos totalshares were held in dematerialised form while 22743 percent (3942540Shares) were held in physical form

Outstanding GDRsADRsWarrants or any Convertible instrumentsconversionDate impact on Equity NA

Address for CorrespondenceLinaks Microelectronics Ltd Phone 0522-6549493126 km Barabanki RoadChinhat Lucknow-227 105Email linakspcbyahoocomNomination FacilityIndividual Shareholders of physical shares can nominate any person for theshares held by them This will save the nominee from going through the lengthyprocess of getting the shares lateron transmitted to his name Members arerequested to write to the Registrar amp Share Transfer Agents to avail the facilityMeans of CommunicationThe financial results were published in the Hindustan Times in English andHindustan or Sahara in Hindi the vernacular newspaper All materialinformation about the Company is promptly uploaded online to the BSErsquosdesignated portal httplistingbseindiacom the Stock Exchange where theCompanyrsquos Shares are listed and released for dissemination to the public atlarge

Unclaimed DividendsThe Company has no unclaimed dividendTransfer Of Amounts To Investor Education And Protection FundYour Company did not have any funds lying unpaid or unclaimed for a periodof seven years Therefore there were no funds which were required to betransferred to Investor Education and Protection Fund (IEPF)Orders Passed By RegulatorsCourtsTribunalsThere is no such order passed by the RegulatorsCourtsTribunals in respectto the Company during the financial yearDisclosureThe Company entered into no transaction of material nature with the promotersDirectors the management or their relatives that could have had a potentialconflict with the interest of the Company The Register of contracts containingthe transactions in which the Directors are interested is regularly placed beforethe Board There were no pecuniary transactions with the independentnon-executive Directors other than payment for expensesfee for attending BoardMeetings

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry structure amp DevelopmentPCB industry consists of a handful of medium sized units and a number ofsmall-scale units which are mostly independent ie they are not part of anylarge conglomerate excepting a couple of unitsThe units were historically promoted by technocrat entrepreneurs who in theold days received bank finance easily to promote industrial growth Most ofthese units were set up in mid 80rsquos and some of them have ceased to operateThe survivors are those which from time to time have been investing intechnology and capacity Initially the units were manufacturing simple singlesided and double sided PCBs but now there are units like ATampS who aremaking PCBs with 24 layers buried vias 4 mil line and spaces etc In thearea of single sided PCBs we have some units that are now manufacturingflexible circuitsStill on the whole industry is small because the actual demand for PCBs formanufacturing various types of Electronic equipment is still not very large inIndia largely due to screw-driver-kit-assembly nature of the Indian equipmentindustry

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

9

Opportunities amp Threats The industry has a domestic market which initiallywas driven by telecommunication but thanks to the lopsided custom tariffstructure telecom manufacturing has shallowed out resulting in steep declinein PCB demand Although the telecom infrastructure has grown by leaps andbounds but the downstream electronic component demand has not seen anygrowth since all fresh demand for equipment has been met largely throughimports Thus now the domestic requirement is dependent on diversesegments like automation control instrumentation metering and automotiveAutomotive electronics though a massive growth engine can be volatile as itis subject to global business swings in this connected world of automotivebusiness with only a handful of players The gradual easing of custom dutiesis happening on account of India being a signatory to ITA But this threat isalso an opportunity because it applies to the developed countries too whoare still levying duty on Indian importsIn fact India with a low cost technical manpower enjoys tremendous advantageas an export-manufacturing base and especially to the high cost developedcountries of Europe and the US The industry and moreover Linaks shouldleverage this advantage The company is already working towards it as theyhave a clutch of regular and reliable customers in Europe and they are alsoin the process of developing new ones in Eastern Europe and AmericasRisks and Concerns Apart from ongoing impact of COVID-19 pandemicmajor risk the industry faces is of over dependence on one market segmentand the industry in India Linaks included has faced this prospect becausemany a times their fortunes have fluctuated with those of the telecommunicationsectorThen there is always the over riding concern of fast technologicalobsolescence which entails constant drain on resources at times impedingones capability to service onersquos customersOverview On the whole the industry has a lot of promise provided one isable to keep up with the demands of the market placeFinancial performance The financial performance is directly related to thecompanyrsquos ability to remain competitiveResource amp Liquidity Resource position would remain comfortable if thecompany is able to trade profitably and liquidity is the direct function of theaboveThe company has not been able to meet its financial goals because due toextraneous circumstances it went into losses and the rehabilitation packagedrawn under BIFR has also been buffeted by the uncertainty of the marketplaceOutlook The outlook is positive as market-wise we do not see any majorimpediment in re-establishing ourselves Our initial feelers in the PCB marketand also to our old customers has met with encouraging resultsInternal Control System Your Companyrsquos management continuously reviewsthe internal control system and procedures to ensure orderly and efficientconduct of business Your Company adheres to its written corporate policieswith respect to all transactions financial reporting and budgeting to ensurethat all assets are safeguarded and protected against loss from unauthoriseduse or disposition and that transactions are authorised recorded and reportedcorrectlyThe Company regularly conducts internal audits either through external orinternal resources to monitor the effectiveness of internal control in theorganisationAudits are finalised and conducted based on internal risk assessmentSignificant findings are brought to the notice of the Audit Committee of theBoard and corrective measures recommended for implementation Reportsof the internal auditor are also regularly reviewed by the Management andcorrective action initiated to strengthen the controls and enhance theeffectiveness of the existing systemsHuman Resources The Company gives full and fair consideration to allemployees with regard to their particular aptitudes and abilities Trainingcareer development and promotion are as far as practicable considered forall employees according to their skills and abilities The Company consistentlyseeks to recruit develop and employ throughout the organisation suitablyqualified capable and experienced people irrespective of race religion orsex All decisions relating to employment practices are objective free frombias and based solely upon work criteria and individual meritOur development performance and rewards system is linked to organisationperformance The Company strives to provide excellent staff welfare measuresto promote employee satisfaction and thereby attract and retain efficientmanpower Training needs are regularly identified and imparted with the helpof both internal trainers and external professional faculties of repute We

have built team driven organisation where all employees work together tocreate our futureCautionary Statement The statement made in this Report describing theCompanyrsquos projections expectations and estimations may be a forward lookingstatement within the meaning of applicable securities laws and regulationsThese statements are based on certain assumptions and expectations of futureevents Actual results may differ from those expressed or implied in this Reportdue to the influence of external and internal factors which are beyond thecontrol of the Company

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

Annexure AForm No MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31032020

[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 ofthe Companies (Appointment and Remuneration Personnel) Rules 2014]

ToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by LinaksMicro Electronics Limited (hereinafter called the company) Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluatingthe corporate conductsstatutory compliances and expressing my opinionthereonBased on our verification of the Linaks Micro Electronics Limitedrsquos bookspapers minute books forms and returns filed and other records maintainedby the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial auditWe hereby report that in our opinion the company has during the audit periodcovering the financial year ended on 31st March 2020 complied with thestatutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filedand other records maintained by Linaks Micro Electronics Limited (ldquotheCompanyrdquo) for the financial year ended on 31st March 2020 according to theprovisions of(i) The Companies Act 2013 and the Companies Act 1956 (to the extent

applicable) (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules

made thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed

thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations

made thereunder to the extent of Foreign Direct Investment OverseasDirect Investment and External Commercial Borrowings

Not applicable to the company during the Audit Period(v) The following Regulations and Guidelines prescribed under the Securities

and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-(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 2015(c) The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations 2009Not applicable to the company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999Securities And Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

Not applicable to the company during the Audit Period

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

10

(e) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

Not applicable to the company during the Audit Period(f) The Securities and Exchange Board of India (Registrars to an Issue and

Share Transfer Agents) Regulations 1993 regarding the Companies Actand dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009

Not applicable to the company during the Audit Period(h) The Securities and Exchange Board of India (Buyback of Securities)

Regulations 1998Not applicable to the company during the Audit Period

(i) The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

(vi) The other laws as may be applicable specifically to the company are1 The Air (Prevention and Control of Pollution) Act 19812 The Environment (Protection) Act 19863 The Water (Prevention and Control Pollution) Act 19744 Factories Act 19485 Industrial Disputes Act 19476 The Payment of Wages Act 19367 Maternity Benefit Act 19618 The Minimum Wages Act 19489 Employeesrsquo State Insurance Act 194810 The Employeesrsquo Provident Funds and Miscellaneous Provisions Act

195211 The Payment of Bonus Act 196512 The Payment of Gratuity Act 197213 The Industrial Employment (Standing Order) Act 194614 The Sexual Harassment of Women at Workplace (Prevention Prohibition

and Redressal) Act 2013We have also examined compliance with the applicable clauses of thefollowing

(i) Secretarial Standard on Meetings of the Board of Directors and GeneralMeetings issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with Bombay StockExchangeDuring the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etcas mentioned hereinaboveIn respect of other laws specifically applicable to the Company we haverelied on informationrecords produced by the company during the courseof our audit and the reporting is limited to that extent

We further report thatThe Board of Directors of the Company is duly constituted with properbalance of Executive Directors Non-Executive Directors and IndependentDirectors The changes in the composition of the Board of Directorsduring the period under review were carried out in compliance with theprovisions of the ActAdequate notice is given to all directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meetingand for meaningful participation at the meeting Majority decision iscarried through while the dissenting membersrsquo views are captured andrecorded as part of the minutesWe further report that there are adequate systems and processes inthe company commensurate with the size and operations of the companyto monitor and ensure compliance with applicable laws rules regulationsand guidelinesWe further report that during the audit period the company did nothave any specific events actions having a major bearing on thecompanyrsquos affairs in pursuance of the above referred laws rulesregulations guidelines standards etc referred to above

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020This report is to be read with our letter of even date which is annexed asrsquo

Annexure Arsquo and forms an integral part of this report

lsquoANNEXURE ArsquoToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105

Our report of even date is to be read along with this letter

1 Maintenance of secretarial record is the responsibility of the managementof the company Our responsibility is to express an opinion on thesesecretarial records based on our audit

2 We have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contents ofthe Secretarial records The verification was done on test basis to ensurethat correct facts are reflected in secretarial records We believe thatthe processes and practices we followed provide a reasonable basisfor our opinion

3 We have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the company

4 Where ever required we have obtained the Management representationabout the compliance of laws rules and regulations and happening ofevents etc

5 The compliance of the provisions of Corporate and other applicable lawsrules regulations standards is the responsibility of management Ourexamination was limited to the verification of procedures on test basis

6 The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness with whichthe management has conducted the affairs of the company

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020

Annexure BSecretarial compliance report of Linaks Microelectronics Limitedfor the year ended 31st March 2020

IWe have examined(a) all the documents and records made available to us and explanation

provided by Linaks Microelectronics Limited (ldquothe listed entityrdquo)(b) the filings submissions made by the listed entity to the stock exchanges(c) website of the listed entity(d) any other document filing as may be relevant which has been relied

upon to make this certification for the year ended 31032020 (ldquoReviewPeriodrdquo) in respect of compliance with the provisions of

(a) the Securities and Exchange Board of India Act 1992 (ldquoSEBI Actrdquo) andthe Regulations circulars guidelines issued there under and

(b) the Securities Contracts (Regulation) Act 1956 (ldquoSCRArdquo) rules madethere under and the Regulations circulars guidelines issued there underby the Securities and Exchange Board of India (ldquoSEBIrdquo)The specific Regulations whose provisions and the circulars guidelinesissued there under have been examined include-

a) Securit ies and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

b) Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018

c) Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations 2011

d) Securities and Exchange Board of India (Buyback of Securities)Regulations 2018

e) Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

f) Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations2013

h) Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 and circulars guidelines issued there under andbased on the above examination IWe hereby report that during theReview Period

a) The l isted enti ty has complied w ith the provisions of the aboveRegulations and circulars guidelines issued there under except inrespect of matters specified below-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

11

SrNo Compliance Requirement Deviations Observations (Regulations circulars Remarks of the guidelines including specific Practicing clause) Company Secretary NA NA NA

(b) The listed entity has maintained proper records under the provisions ofthe above Regulations and circulars guidelines issued there under inso far as it appears from myour examination of those records

(c) The following are the details of actions taken against the listed entity itspromoters directors material subsidiaries either by SEBI or by StockExchanges (including under the Standard Operating Procedures issuedby SEBI through various circulars) under the aforesaid Acts Regulationsand circulars guidelines issued there under

Sr No Action taken by Details of

violation

Details of action taken Eg fines warning letter

debarment etc

Observations remarks of the

Practicing Company

Secretary if NA NA NA NA

(d) The listed entity has taken the following actions to comply with theobservations made in previous reports

Sr No Observations of the Practicing

Company Secretary in the previous reports

Observations made in the secretarial compliance

report for the year Ended 31032019

Actions taken by the listed entity

if any

Comments of the Practicing Company Secretary on the actions taken by the listed entity

NA NA NA NA

Divya MatahProprietorDivya Matah amp AssociatesCompany SecretariesM No ndash 31186 CP - 11719Date 26062020Place Lucknow

Annexure C

FORM NO MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31032020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014I REGISTRATION amp OTHER DETAILS

1 CIN L32101UP1986PLC007841 2 Registration Date 11041986 3 Name of the Company LINAKS MICRO ELECTRONICS LIMITED 4 CategorySub-category of the Company Company limited by shares Non-Government Company

5 Address of the Registered office amp contact details

126 KM BARABANKI ROAD CHINHAT LUCKNOW UTTAR PRADESH INDIA - 227105

6 Whether listed company Yes

7 Name Address and Contact Details of the Registrar and Transfer Agent if any

MS Beetal Financial and Computer Services (P) Ltd Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre Dada Harsukhdas Mandir New Delhi- 110062

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 or more of the total turnover of the company shall be stated)

S No Name and Description of main products services NIC Code of the Productservice to total turnover of the company

1 Printed Circuit Board 32 100

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

12

III SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

13

B) Shareholding of Promoter-

Sl No Shareholderrsquos Name Shareholding at the

beginning of the year 31-03-2019 Shareholding at the end of the year-

31-03-2020

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

change in share holding

during the year

1 ANIL KUMAR SINGH ALSPS0283Q 5425500 312974

0 5425500 312974 0 0

2 ATUL KUMAR SINGH ADPPS6741L

93000

05365 0 93000 05365

0 0

3 BHANU PRATAP SINGH ANPPS2821R 60000 03461

0 60000 03461 0 0

4 GAUTAM SINGH ASWPS4298Q 132240

07628

0 132240 07628 0

0

5 HIMANSHU MOHAN SINGH 10800 00623 0 10800 00623 0 0

6 MANVI SINGH DEO ALGPS8666M 504476 29101 0

504476 29101 0 0

7 MEENA SINGH BCFPS4716M 1420880 81965 0 1420880 81965 0 0

8 NAMITA SINGH AEHPS7933M 448300

25861

0 448300 25861 0

0

9 RAJENDRA KUMAR MEHRA ADVPM5557C

7800

00450 0 7800 00450 0 0

10 RAJESH P SINGH 400

00023

0 400 00023 0

0

11 RAJESH PRASAD SINGH 132900

07666 0 132900 07666 0 0

12 SHOBHA SINGH AUZPS5187P 80000 04615 0 80000 04615 0 0

13 SIDDHARTH SINGH AKWPS0843H

74800

04315 0 74800

04315

0 0

14 SARLA SINGH ABIPS0818D 146260

08437 0 146260 08437 0 0

15 UDAYAN SINGH AWEPS7645F 102700

05924 0 102700 05924 0 0

16 USHA KIRAN AHAPK5385K 75000

04326 0 75000 04326 0 0

17 VIJAY SINGH 103000

05942 0 103000 05942 0 0

18 HARSH SINGH TRUST AABTH1990F (Transmitted from Harsh Singh)

262500 1514 0 262500 1514 0 0

Total 9080556 523819 0 9080556 523819 0 0

C) Change in Promotersrsquo Shareholding (please specify if there is no change)

SNo Name of the shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year

Nos of shares of total share of the Company

Nos of shares

of total share of the Company

1 At the beginning of the year 9080556 523819 9080556 523819

Date wise increase Decrease in promoters shareholding during the year specifying the reason for increase decrease (eg allotment transfer bonus sweat equity etc)

NA NA NA NA

At The End Of The Year 9080556 523819 9080556 523819

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

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00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

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Lim

ited

126

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oad

Chin

hat

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- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

1

ANNUAL GENERAL MEETING NOTICE 2020Notice is hereby given that the 35th Annual General Meeting of MS LINAKSMICROELECTRONICS LIMITED will be held on Monday the 30th November2020 at 1130 AM through video conferencing or other audio visual means(VCOAVM) to transact the following businessORDINARY BUSINESSES1 To consider and adopt the Audited Financial Statements of the Company

for the year ended 31st March 2020 together with the Report of theBoard of Directors and Auditorsrsquo thereon and to consider and pass thefollowing resolution as an Ordinary ResolutionldquoRESOLVED THAT the audited Balance Sheet Statement of Profit ampLoss and Cash Flow Statement along with the notes forming part of theaudited financial statements for the financial year ended 31st March2020 along with the Auditorsrsquo Report and the Directorsrsquo Report thereonfor the financial year ended 31st March 2020 be and are hereby receivedconsidered and adoptedrdquo

2 To appoint a director in place of Mr Anil Kumar Singh who retires byrotation and being eligible offers himself for re-appointment and toconsider and pass the following resolution as an Ordinary ResolutionldquoRESOLVED THAT Sri Anil Kumar Singh (DIN 00225518) who retiresby rotation under Section 152 and other applicable provisions if any ofthe Companies Act 2013 (hereinafter referred as lsquothe Actrsquo) and the Rulesmade thereunder read with the Articles of Association of the Companyat the conclusion of 35th Annual General Meeting of the members of theCompany and being eligible has offered himself for re-appointment beand is hereby re-appointed as a Director on the Board of the Companywhose period of office shall be liable to retire by rotationrdquo

3 To ratify the appointment of Ms Jaiswal Singh amp Associates Kanpuras statutory auditors for the remaining term and to consider and passthe following resolution as an Ordinary ResolutionldquoRESOLVED THAT pursuant to the provisions of Section 139 142 andother applicable provisions if any of the Companies Act 2013 readwith the Companies (Audit and Auditors) Rules 2014 (including anystatutory modification(s) or re-enactment thereof for the time being inforce) the members of the company do hereby ratify the appointment ofMs Jaiswal Singh amp Associates Kanpur Chartered Accountants (FirmRegistration No 011049C) as the Statutory Auditors of the Company forremaining term from the conclusion of 35thAnnual general meeting ofthe Company till the conclusion of 37thAnnual general meeting of theCompany on such remuneration plus Goods and service tax out-of-pocket travelling and living expenses etc as may be mutually agreedbetween the Board of Directors of the Company and the said AuditorsRESOLVED FURTHER THAT the Board of Directors of the Company(including its Committee thereof) be and is hereby authorized to do allsuch acts deeds matters and things as may be considered necessarydesirable or expedient to give effect to this Resolutionrdquo

SPECIAL BUSINESS4 To re-appoint Mr Anil Kumar Singh as Managing Director and in this

regard to consider and if thought fit pass with or without modification(s)the following resolution as a Special ResolutionldquoRESOLVED THAT notwithstanding his completion of seventy years ofage pursuant to the section 196 of the Companies Act 2013 and otherapplicable provisions of the Act and Articles of Association of theCompany Sri Anil Kumar Singh (DIN 00225518) one of PromoterDirector be and is hereby appointed as Managing Director of theCompany under section 196 of the Companies Act 2013 with effect fromDecember 01 2020 for a period of five yearsFURTHER RESOLVED THAT Sri Anil Kumar Singh Managing Directorof the company be paid such remuneration by way of minimumremuneration or allowed such perquisites as may be approved by theRemuneration Committee and the Board as and when deem fit and properin accordance with the provisions of Sections 198 of the CompaniesAct 2013RESOLVED FURTHER THAT the Board of Directors be and are herebyauthorized to take all such steps as may be necessary proper andexpedient to give effect to this resolutionrdquo

5 To Appoint Mr Ram Chandra Gaur (DIN 02317264) as an IndependentDirectorTo consider and if thought fit to pass with or without modifications thefollowing resolution as an Ordinary Resolution

ldquoRESOLVED THAT pursuant to the provisions of Sections 149 150152 read with Schedule IV and any other applicable provisions of theCompanies Act 2013 including any statutory modification(s) or re-enactment thereof for the time being in force and Companies(Appointment and Qualification of Directors) Rules 2014 and Clause49 of the Listing Agreement amended up to the date Mr Ram ChandraGaur (DIN 02317264) a non-executive Director of the Company whohas submitted a declaration that he meets the criteria for independenceas provided in Section 149(6) of the Act and who was appointed as anIndependent Director at the AGM held on 30092015 till the conclusionof the 35th AGM be and is hereby reappointed as an IndependentDirector of the Company not liable to retire by rotation to hold officefor five consecutive years for a term up to the conclusion of the 40th

Annual General Meeting of the Company in the Calendar Year 2025rdquo6 Reclassification of some of the shareholders of Promoter Group as

Public shareholderTo consider and if thought fit to pass with or without modifications thefollowing resolution as an Ordinary ResolutionldquoRESOLVED in view of the requirement of Reg 31(2) of SEBI (LODR)Regulations 2015 for holding 100 of the promoters shares indematerialized form and in view of 06 Shareholders holding 517400equity shares of Re1- each (570 of total promoterspromoters groupholding and 299 of total equity share capital of the Company) belongingto Promoters Group not cooperating to comply with the provisions ofReg 31(2) of SEBI (LODR) Regulations 2015 consentapproval of theCompany be and is hereby accorded for reclassification of the PromotersPromoters Group excluding the holding of the above shareholders andthat the Board of Directors of the Company be and is hereby authorisedto submit necessary application to Stock Exchange Mumbai or any otherappropriate authority for seeking the above approvalrdquo

By order of the BoardFor Linaks Microelectronics Limited

Priya GuptaCompany Secretary

Place LucknowDated 08102020

Notes1 In view of the continuing Covid-19 pandemic the Ministry of Corporate

Affairs (ldquoMCArdquo) has vide its circular dated 5 May 2020 read with circularsdated 8 April 2020 and 13 April 2020 (collectively referred to as ldquoMCACircularsrdquo) permitted the holding of the Annual General Meeting (ldquoAGMrdquo)through VCOAVM without the physical presence of the Members at acommon venue In compliance with the provisions of the CompaniesAct 2013 (ldquoActrdquo) SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (ldquoSEBI Listing Regulationsrdquo) and MCA Circulars theAGM of the company is being held through VC OAVM

2 A Statement pursuant to Section 102(1) of the Companies Act 2013(ldquoActrdquo) setting out the material facts concerning the Special Business tobe transacted at the Annual General Meeting (ldquoAGMrdquo) is annexed hereto

3 Pursuant to the provisions of the Act a Member entitled to attend andvote at the AGM is entitled to appoint a proxy to attend and vote on hisher behalf and the proxy need not be a Member of the company Sincethis AGM is being held pursuant to the MCA Circular No 142020 datedApril 08 2020 through VC OAVM physical attendance of Membershas been dispensed with Accordingly the facility for appointment ofproxies by the Members will not be available for the AGM and hencethe Proxy Form and Attendance Slip are not annexed to this Notice

4 The Members can join the AGM in the VCOAVM mode 15 minutes beforeand after the scheduled time of the commencement of the Meeting byfollow ing the procedure mentioned in the Notice The facil ity ofparticipation at the AGM through VCOAVM will be made available for1000 members on first come first served basis This will not includelarge Shareholders (Shareholders holding 2 or more shareholding)Promoters Institutional Investors Directors Key Managerial Personnelthe Chairpersons of the Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee Auditors etc whoare allowed to attend the AGM without restriction on account of firstcome first served basis

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

2

5 Copies of Directors report and Auditors report Financial Statements ofthe Company are enclosed

6 Corporate Members intending to send their Authorized representative(s)to attend the meeting through VCOAVM are requested to send a certifiedcopy of the Board Resolution authorizing their representative(s) to attendand vote on their behalf at the Annual General Meeting as required underSection 113 of the Companies Act 2013

7 All documents referred to in the accompanying Notice shall be open forinspection at the Registered Office of the Company and Corporate Officeof the Company during normal business hours on all days exceptSaturdays and Sunday up to and including the date of the Annual GeneralMeeting

8 Members can inspect the register of directors and key managerialpersonnel and their shareholding required to be maintained undersection 170 of the Companies Act 2013 and register of contracts orarrangements in which the directors are interested to be maintainedunder Section 189 of the Companies Act 2013 during the course of themeeting

9 The Ministry of Corporate Affairs has undertaken a ldquoGreen Initiative inCorporate Governancerdquo and allowed companies to share documents withits shareholders through an electronic mode In compliance with theaforesaid MCA Circulars and SEBI Circular dated May 12 2020 Noticeof the AGM along with the Annual Report 2019-20 is being sent onlythrough electronic mode to those Members whose email addresses areregistered with the companyDepositories Members may note that theNotice and Annual Report 2019-20 will also be available on the companyrsquoswebsites wwwlinakscom and websites of the Stock Exchange ie BSELimited at wwwbseindiacom and Members are requested to supportthis Green Initiative by registeringupdating their email addresses forreceiving electronic communications

10 The Company has appointed Ms Beetal Financial and Computer ServicesPrivate Limited Delhi as the Registrar and Share Transfer AgentsMembers are requested to registerupdatenotify immediately about anychange in their addresse-mail address bank detailsPAN to theirDepository Participant (DP) in respect of their shareholding in Dematmode and in respect of their physical shareholding to Ms Beetal Financialand Computer Services Private Limited Beetal House 3rd Floor 99Madangir Behind Local Shopping Centre Near Dada HarsukhdasMandir Delhi 110062 ei ther physical ly or by sending mai l onbeetalrtagmailcom for receiving all communication including AnnualReport Notices and Circulars etc from the Company electronically

11 Members who sti ll hold shares in physical form are advised toDematerial ize their shareholdi ng to avai l of the benefi ts ofdematerialization which include easy liquidity since trading is permittedonly in dematerialized form electronic transfer savings in stamp dutyprevention of forgery etc

12 Members desirous of making a nomination in respect of theirshareholding in the Company as permitted under Section 72 of the Actare requested to write to the Companyrsquos RTA

13 Subject to receipt of requisite number of votes the resolution(s) at itemno 1 to 6 in Notice of AGM shall be deemed to be passed at the 35thAnnual General Meeting of the Company scheduled to be held onMonday 30th November 2020

14 The Company has decided to close the Register of Members and theShare Transfer Register on November 24 2020 up to November 302020 (both days inclusive) in terms of the provisions of the CompaniesAct 2013 and the SEBI (Listi ng Obl igations and Discl osureRequirements) Regulations 2015 Cut-off date to record the entitlementof shareholders for the purpose of e-voting is November 23 2020

15 SEBI has mandated submission of Permanent Account Number (PAN)by every participant in securities market Members holding shares inelectronic form are therefore requested to submit the PAN to theirDepository Participant with whom they are maintaining their Demataccounts and members holding shares in physical form to the CompanyRTA

Voting through electronic means16 In compliance with provisions of Section 108 of the Companies Act 2013

and Rule 20 of the Companies (Management and Administration) Rules2014 as amended and Regulation 44 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (ldquoListing Regulationsrdquo) and the Secretarial Standardson General Meetings (SS2) issued by the Institute of Company

Secretaries of India the Company is pleased to provide members facilityto exercise their right to vote on resolutions proposed to be consideredat the Annual General Meeting (AGM) by electronic means and thebusiness may be transacted through e-Voting Services The facility ofcasting the votes by the members using an electronic voting systemfrom a place other than venue of the AGM (ldquoremote e-votingrdquo) will beprovided by National Securities Depository Limited (NSDL)

17 The facil ity for voting through electronic voting system on theresolution(s) shall also be made available at the AGM and membersattending the meeting through VCOAVM who have not already cast theirvote on the resolution(s) by remote evoting shall be able to exercisetheir right to vote on such resolution(s) at the meeting The memberswho have cast their vote by remote e-voting prior to the AGM may alsoattend the AGM but shall not be entitled to cast their vote again

18 The remote e-voting period commences on 27th November 2020 (900am) and ends on 29th November 2020 (500 pm) During this periodmembers of the Company holding shares either in physical form or indematerialized form as on the cut-off date of 23rd November 2020may cast their vote by remote e-voting The remote e-voting moduleshall be disabled by NSDL for voting thereafter Once the vote on aresolution is cast by the member the member shall not be allowed tochange it subsequently

19 The process and manner for remote e-voting are as underHow do I vote electronically using NSDL e-Voting system

The way to vote electronically on NSDL e-Voting system consists ofldquoTwo Stepsrdquo which are mentioned belowStep 1 Log-in to NSDL e-Voting system at httpswwwevotingnsdlcomStep 2 Cast your vote electronically on NSDL e-Voting systemDetails on Step 1 are mentioned belowHow to Log-in to NSDL e-Voting website

i Visit the e-Voting website of NSDL Open web browser by typing thefollowing URL https wwwevotingnsdlcom either on a PersonalComputer or on a mobile

ii Once the home page of e-Voting system is launched click on the iconldquoLoginrdquo which is available under lsquoShareholdersrsquo section

iii A new screen will open You will have to enter your User ID yourPassword and a Verification Code as shown on the screen Alternativelyif you are registered for NSDL eservices ie IDEAS you can log-in athttps eservicesnsdlcom with your existing IDEAS login Once youlog-in to NSDL eservices after using your log-in credentials click on e-Voting and you can proceed to Step 2 ie Cast your vote electronically

iv Your User ID details are given below Manner of holding shares ie Demat (NSDL or CDSL) or Physical

Your User ID is

a) For Members who hold shares in demat account with NSDL

8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012

b) For Members who hold shares in demat account with CDSL

16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12

c) For Members holding shares in Physical Form

EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

i Your password details are given belowa If you are already registered for e-Voting then you can use your existing

password to login and cast your voteb If you are using NSDL e-Voting system for the first time you will need to

retrieve the lsquoinitial passwordrsquo which was communicated to you Onceyou retrieve your lsquoinitial passwordrsquo you need enter the lsquoinitial passwordrsquoand the system will force you to change your password

c How to retrieve your lsquoinitial passwordrsquoi If your email ID is registered in your demat account or with the company

your lsquoinitial passwordrsquo is communicated to you on your email ID Tracethe email sent to you from NSDL from your mailbox Open the email and

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

3

open the attachment ie a pdf file Open the pdf file The password toopen the pdf file is your 8 digit client ID for NSDL account last 8 digits ofclient ID for CDSL account or folio number for shares held in physicalform The pdf file contains your lsquoUser IDrsquo and your lsquoinitial passwordrsquo

ii If your email ID is not registered please follow steps mentioned belowin process for those shareholders whose email ids are not registered

ii If you are unable to retrieve or have not received the ldquoInitial passwordrdquoor have forgotten your password

a) Click on ldquoForgot User DetailsPasswordrdquo (If you are holding shares inyour demat account w ith NSDL or CDSL) option available onwwwevotingnsdlcom

b) Physical User Reset Passwordrdquo (If you are holding shares in physicalmode) option available on wwwevotingnsdlcom

c) If you are still unable to get the password by aforesaid two options youcan send a request at evotingnsdlcoin mentioning your demat accountnumberfolio number your PAN your name and your registered address

d) Members can also use the OTP (One Time Password) based login forcasting the votes on the e-Voting system of NSDLAfter entering your password tick on Agree to ldquoTerms and Conditionsrdquoby selecting on the check box

iii Now you will have to click on ldquoLoginrdquo buttoniv After you click on the ldquoLoginrdquo button Home page of e-Voting will openDetails on Step 2 are given belowHow to cast your vote electronically on NSDL e-Voting systemi After successful login at Step 1 you will be able to see the Home page

of e-Voting Click on e-voting Then click on Active Voting Cyclesii After click on Active Voting Cycles you will be able to see all the

companies ldquoEVENrdquo in which you are holding shares and whose votingcycle is in active status

iii Select ldquoEVENrdquo of company for which you wish to cast your voteiv Now you are ready for e-Voting as the Voting page opensv Cast your vote by selecting appropriate options ie assent or dissent

verifymodify the number of shares for which you wish to cast your voteand click on ldquoSubmitrdquo and also ldquoConfirmrdquo when prompted

vi Upon confirmation the message ldquoVote cast successfullyrdquo will bedisplayed

vii You can also take the printout of the votes cast by you by clicking on theprint option on the confirmation page

viii Once you confirm your vote on the resolution you will not be allowed tomodify your vote

General Guidelines for shareholders1 Institutional shareholders (ie other than individuals HUF NRI etc) are

required to send scanned copy (PDFJPG Format) of the relevant BoardResolution Authority letter etc with attested specimen signature of theduly authorized s ignatory(ies) who are authorized to vote to theScrutinizer by e-mail to divyamatahgmailcom with a copy marked toevotingnsdlcoin

2 It is strongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential Loginto the e-voting website will be disabled upon five unsuccessful attemptsto key in the correct password In such an event you will need to gothrough the ldquoForgot User DetailsPasswordrdquo or ldquoPhysical User ResetPasswordrdquo option available on wwwevotingnsdlcom to reset thepassword

3 In case of any queries you may refer the Frequently Asked Questions(FAQs) for Shareholders and e-voting user manual for Shareholdersavailable at the download section of wwwevotingnsdlcom or call ontoll free no 1800-222-990 or send a request at evotingnsdlcoin orcontact Ms Pallavi Mhatre Manager or Ms Soni Singh Asst ManagerNational Securities Depository Limited Trade World lsquoArsquo Wing 4th FloorKamala Mills Compound Senapati Bapat Marg Lower Parel Mumbai ndash400 013 at the designated emai l id ndash evotingnsdlcoin orpallavidnsdlcoin or SoniSnsdlcoin or at telephone nos- +91 2224994545 +91 22 24994559 who will also address the grievancesconnected with the voting by electronic meansProcess for those shareholders whose email ids are not registeredwith the depositories for procuring user id and password and

registration of e mail ids for e-voting for the resolutions set out inthis notice

1 In case shares are held in physical mode please provide Folio No Nameof shareholder scanned copy of the share certificate (front and back)PAN (self attested scanned copy of PAN card) AADHAR (self attestedscanned copy of Aadhar Card) by email to beetalrtagmailcom orlinakspcbyahoocom

2 In case shares are held in demat mode please provide DPID-CLID (16digit DPID + CLID or 16 digit beneficiary ID) Name client master orcopy of Consolidated Account statement PAN (self attested scannedcopy of PAN card) AADHAR (self attested scanned copy of Aadhar Card)to evotingnsdlcoin or linakspcbyahoocom or beetalrtagmailcomTHE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAYOF THE AGM ARE AS UNDER-

1 The procedure for e-Voting on the day of the AGM is same as theinstructions mentioned above for remote e-voting

2 Only those Members shareholders who will be present in the AGMthrough VCOAVM facili ty and have not casted their vote on theResolutions through remote e-Voting and are otherwise not barred fromdoing so shall be eligible to vote through e-Voting system in the AGM

3 Members who have voted through Remote e-Voting will be eligible toattend the AGM However they will not be eligible to vote at the AGM

4 The details of the person who may be contacted for any grievancesconnected with the facility for e-Voting on the day of the AGM shall bethe same person mentioned for Remote e-votingINSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGMTHROUGH VCOAVM ARE AS UNDER

1 Member will be provided with a facility to attend the AGM through VCOAVM through the NSDL e-Voting system Members may access thesame at httpswwwevotingnsdlcom under shareholdersmembers loginby using the remote e-voting credentials The link for VCOAVM will beavailable in shareholdermembers login where the EVEN of Companywill be displayed Please note that the members who do not have theUser ID and Password for e-Voting or have forgotten the User ID andPassword may retrieve the same by following the remote e-Votinginstructions mentioned in the notice to avoid last minute rush Furthermembers can also use the OTP based login for logging into the e-Votingsystem of NSDL

2 Members are encouraged to join the Meeting through Laptops for betterexperience

3 Further Members will be required to allow Camera and use Internet witha good speed to avoid any disturbance during the meeting

4 Please note that Participants Connecting from Mobile Devices or Tabletsor through Laptop connecting via Mobile Hotspot may experience AudioVideo loss due to Fluctuation in their respective network It is thereforerecommended to use Stable Wi-Fi or LAN Connection to mitigate anykind of aforesaid glitches

5 Shareholders who would like to express their viewsask questions duringthe meeting may register themselves as a speaker may send their requestmentioning their name demat account numberfolio number email idmobile number at linakspcbyahoocom

6 Shareholders who would like to express their viewshave questions maysend their questions in advance mentioning their name demat accountnumberfolio number email id mobile number at linakspcbyahoocomThe same will be replied by the company suitably

7 Those shareholders who have registered themselves as a speaker willonly be allowed to express their viewsask questions during the meetingThe Company reserves the right to restrict the number of speakersdepending on the availability of time for the AGM

8 Members who need assistance before or during the AGM can contactNSDL on evotingnsdlcoin 1800-222-990

By the Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THECOMPANIES ACT 2013

and reg 17(11) of SEBI (LODR) (AMENDMENT) REGULATIONS 2018Item no 4Mr Anil Kumar Singh who is one of the promoter Directors and also thecontinuing Managing Director of the Company has to be reappointed as theManaging Director of the Company on the recommendation of the remunerationCommittee for a term of 05 years wef 01122020 on the terms and conditionsand remuneration as set out in the notice As Mr Anil Kumar Singh hasattained the age of 70 years prior consentapproval of the shareholders byway of passing special resolutions is required Hence this resolutionMr Anil Kumar Singh and Mrs Meena Singh being relatives would be deemedconcerned in this resolution Accordingly the directors recommend the specialresolution in relation to appointment of Mr Anil Kumar Singh as ManagingDirector for approval of the shareholders as set out in Item-4 of this NoticeItem no 5Mr Ram Chandra Gaur was appointed as an Independent Director at theAGM held on 30092015 till the conclusion of the 35th AGM to comply withthe provisions of Section 149 and Companies (Appointment and Qualificationof Directors) Rules 2014 and other applicable provisions and Clause 49 ofthe Listing Agreement amended up to the date The term of office of Directorof Mr Ram Chandra Gaur would expire at the end of this Annual GeneralMeeting as Independent Director Keeping in view the statutory requirementof appointing Independent Director the Board recommend passing of thisresolution Except Mr Ram Chandra Gaur none of other Directors would bedeemed concerned in this resolution

Name of persons of Promoter Group Folio No No of Shares Himanshu Mohan Singh 0023 10800 Rajendra Kumar Mehra 0008 7800 Rajesh P Singh 6989 400 Rajesh Prasad Singh 0013 132900 Vijay Singh 0034 103000 Harsh Singh Trust 9433 262500 517400

Accordingly consentapproval of the Company is required to authorise Boardof Directors of the Company to submit necessary application to StockExchange Mumbai or any other appropriate authority for seeking the aboveapproval for reclassification of the PromotersPromoters Group excluding theholding of above shareholdersNone of the Directors or their relatives Key Managerial Personnel or theirrelatives are in any way concerned or interested financially or otherwise inthe proposed Resolution

By Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

Item no 6Reg 31(2) of SEBI (LODR) Regulations 2015 require for holding 100 ofthe promoters shares in dematerialized form However following persons ofPromoter group holding 517400 equity shares of Re1- each (570 of totalpromoterspromoters group holding and 299 of total equity share capital ofthe Company) belonging to Promoters Group not cooperating to comply withthe provisions of Reg 31(2) of SEBI (LODR) Regulations 2015

Appendix ndashAThe details of the Directors retire by rotation and seeking re-appointment and being appointed as MD or Independent Director-

Sr No

Name of the Director

Qualifi- cation

Directorship of Other Companies

Committee position held in other companies

Professional expertise

Nos of shares held Relationship between directors

interse

1 Mr Anil Kumar Singh (DIN-00225518)

BTech PGDBA

Vindhyachal Finlease Pvt Ltd (CIN U65929DL1996PTC079905)

NIL

Has experience in management and leadership skills for heading the Company forward

5425500 Nos of Equity shares

Related with Mrs Meena Singh (Director)

2 Mr Ram Chandra Gaur (DIN-02317264)

BTech

Naturesfeast amp Health Food Pvt Ltd (CIN U15122UP2011PTC043463) Progressive Development Initiatives (CIN U74120UP2014NPL066644)

NIL

Has experience in management and leadership skills as an Independent Director

NIL Nos of Equity shares

Not related to any Director of the Company

By the Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

BOARDSrsquo REPORT

ToThe MembersLINAKS MICROELECTRONICS LIMITED

Your Directors present the Thirty Fifth Boardsrsquo Report of the Company togetherwith Audited Financial Statements of your company for the financial yearended 31st March 20201 FINANCIAL RESULTS

(Amount in Thousand Rs)Year ended Year ended31032020 31032019

(a) Turnover (including Other Income) 4674 6922(b) Net ProfitLoss (before depreciation and tax) -4984 -6419Depreciation 1564 1564(c) Net Profit(Loss) before extraordinary items -6548 -7983Extraordinary items - -(d) Net Profit(Loss) before tax -6548 -7983Provision for Tax (including for deferred tax) 0 0(d) Net Profit(Loss) after tax -6548 -7983

2 BRIEF DESCRIPTION OF THE COMPANYrsquoS WORKING DURING THEYEARThe Directors concluded the last yearrsquos Directorrsquos Report with thewords In the coming year we do not foresee any significant impedimentin ramping up our sales to break-even level and beyond

We could not have been more off the mark Anything that could go wrongdid go so in the year under review - Market Payments Legal Shocks onthe Real Estate Development front Employee churn and what have youThe market of indigenously made LED lights which had been reelingunder severe headwinds from cheap Chinese imports suffered a doublewhammy by the virtual collapse of the payment cycle from theMunicipalities and Town Areas causing a massive cash crunch Municipalfunds for LED switchover are heavily dependent on GovernmentSubsidies under Govt of Indiarsquos SLNP initiative But SLNP funds of lateare virtually down to trickles The demand kept going south and paymentswent from bad to worseThe mounting expenditure on multiple litigations on the salvaging ofReal Estate venture further hamstrung our liquidity The fraudulentbehaviour of the Developer who has since vanished the tagging of ourCorporate Guarantee in the suit filed by the Syndicate Bank in NCLT

4

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

5

our criminal case against the Developerrsquos and the Bank countersuit inthe DRT and civil litigation have all taken their toll on the Companyrsquosways and means Being the main aggrieved party we had banked heavilyon the Legal route for resolution in a reasonable time Looking back allof it appears a distant dream Here we are six months into the next yearand there is zero progress who could have imagined the scourge ofCOVID 19With the COVID Lockdown from March 22 2020 the way ahead is avirtual minefield and what roadmap could you chart except to stay putin a state of suspended animation Employee morale has taken a hitCustomers have gone in their shell and those who owe us money are indeep slumber and incommunicadoThe uncertainty is interminable So much so that the misery of uncertaintyis worse than the certainty of miseryThere is darkness all around but in the midst of darkness light persistsThere is no slackening in our relentless pursuit to tide over the currentgloom and doom and team Linaks is gung-ho and even this would pass

3 SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIESThe Company does not have any Subsidiary Joint venture or AssociateCompany

4 DIVIDEND amp RESERVESIn view of losses during the year under review no dividend pay-out isbeing recommended and accordingly no question of appropriation ofreserves arise

5 SHARE CAPITALThe paid up share capital of the company as at 31st March 2020 remainedat Rs 49535300 During the period under report your company hasnot issued any shares including Sweat Equity ESOP Bonus andorConvertible Debentures

6 DEPOSITSThe Company has neither accepted nor renewed any deposits duringthe year under review

7 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADEUNDER SECTION 186 OF THE COMPANIES ACT 2013There was no loans guarantees or investments made by the Companyunder Section 186 of the Companies Act 2013 during the year underreview and hence the said provision is not applicable

8 MATERIAL CHANGES amp COMMITMENTSExcept the effect of overall impact of COVID-19 on the economy of wholeworld there has been no material changes and Commitment affectingthe financial position of the Company which have occurred between theend of the financial year of the Company to which the financial statementsrelate and date of the Report

9 RISK MANAGEMENT POLICY OF THE COMPANYThe Company does not have any Risk Management Policy as theCompany is still in its rehabili tation However the Company hasintroduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworksand processes to drive a common integrated view of risks optimal riskmitigation responses and efficient management of internal control andassurance activities

10 HUMAN RESOURCE DEVELOPMENTAt LINAKS human resource development is considered vital for effectiveimplementation of business plans Constant endeavours are being madeto offer professional growth opportunities and recognition Your Companytreats its ldquohuman resourcesrdquo as one of its most important assets YourCompany continuously invests in attraction retention and developmentof talent on an ongoing basis A number of programs that provide focusedpeople attention are currently underway Your Company thrust is on thepromotion of talent internally through job rotation and job enlargement

11 OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013The Company is an equal opportunity employer and consciously strivesto build a work culture that promotes dignity of all employees As requiredunder the provisions of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rulesframed thereunder the Company has implemented a policy on Preventionof Sexual Harassment of Women at Workplace An Internal Committee

has been set up to receive complaints investigate the matter and reportto the management At the beginning of the year there was no complaintpending During the year no complaint was received by the Committeeand hence no complaint was pending at year end

12 AUDITORSStatutory Auditors

At the 32nd Annual General Meeting held on September 28 2017 themembers had appointed Ms Jaiswal Singh amp Co (Firm Registration No011049C) Chartered Accountants Kanpur as Statutory Auditors for ablock period of 05 years beginning from the conclusion of the 32nd AGMtill the conclusion of the 37th AGM subject to them ratifying the saidappointment at every AGM The Company had received confirmationfrom Ms Jaiswal Singh amp Co to the effect that their appointment wouldbe in terms of Section 139 and 141 of the Companies Act 2013 andrules made thereunderThe Statutory Auditors have audited the books of accounts of theCompany for the Financial Year ended on March 31 2020 and haveissued the Auditorsrsquo Report thereon The Statutory Auditors have notmade any adverse comments or given any qualification reservation oradverse remarks or disclaimer in their Audit Report

Secretarial AuditorsPursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company has appointed MS Divya Matahand Associates a firm of Company Secretary in Practice to undertakethe Secretarial Audit of the Company The Report of the Secretarial Auditis annexed herewith as lsquoAnnexure A lsquoto this reportAs required under Regulation 24A of SEBI (LODR) Regulations 2015Ms Divya Matah amp Associates Practicing Company SecretariesLucknow has reported on the Annual Secretarial Compliances of theCompany for the year ended on 31st March 2020 The report is uploadedto the Stock Exchange The said report has been provided underlsquoAnnexure-Brsquo of the Directorsrsquo ReportThe Secretarial Auditor has not made any adverse comments or givenany qualification reservation or adverse remarks or disclaimer in theirAudit Report and Compliance Report

13 DIRECTORS AND KEY MANAGERIAL PERSONNELIn accordance with provision of the Companies Act 2013 Mr Anil KumarSingh Managing Director of the Company is liable to retire by rotationat the ensuing AGM and is eligible for his reappointmentNecessary resolutions for the reappointment of the aforesaid directorand the detailed profile has been included in the notice convening theannual general meetingThere has been no change in the Board of Directors of the Companyduring the Financial Year 2019-20 All the directors of the company haveconfirmed that they are not disqualified from being appointed as directorsin terms of Section 164 of the Companies Act 2013Furthermore Ms Deepti Bammi (ACS No A57019) was appointed asthe Company Secretary of the Company wef February 4 2019 but sheresigned from the job as on January 14 2020 due to some of her personalreasonsIn order to comply with the mandatory requirement of recruiting aCompany Secretary and Compliance Officer in a Listed company thecompany appointed Ms Priya Gupta an Associate Member of TheInstitute of Company Secretaries of India (ACS No A55368) as theCompany Secretary and Compliance Officer of the Company pursuantto Section 203 of the Companies Act 2013 and Rule 8 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014wef June 10 2020With respect to mandatory requirement for appointment of Chief FinancialOfficer in a Listed Company Mr Girish Chandra Jha being a commercegraduate and holding around 30 years of working experience has beenappointed as the CFO of the Company wef April 2 2019

14 MANAGERIALEMPLOYEES REMUNERATIONA) Details of the ratio of the remuneration of each director to the median

employeersquos remuneration and other details as required pursuant to Rule5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 cannot be worked out as the process ofrecruitment of staff has not yet completed The skeletal staff with whichthe Company is presently working are mainly on part time basis

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

6

B) As required pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company didnot have any employee drawing a remuneration of Rs 6000 lacs pa ifemployed throughout the year or Rs500 lacs pm if employed for apart of the said year under review Moreover there was no employeeemployed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case maybe at a rate which in the aggregate is in excess of that drawn by themanaging director or whole-time director or manager and holds by himselfor along with his spouse and dependent children not less than twopercent of the equity shares of the company

C) None of the Managing Director or Whole-time Director of the Companywas in receipt of any commission from the Company Moreover as theCompany did not have any holding or subsidiary Company the questionof receiving commission by them from such Company also does notarise

15 DIRECTORSrsquo RESPONSIBILITY STATEMENTIn accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submit its responsibility Statement

(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating tomaterial departures

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of thecompany for that period

(c) the directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) the directors had prepared the annual accounts on a going concern basisand

(e) the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate andwere operating effectively

(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequateand operating effectively

16 CORPORATE SOCIAL RESPONSIBILITY INITIATIVESIn view of losses the Company has not developed and implementedany Corporate Social Responsibility initiatives as the said provisionsare not applicable

17 EXTRACT OF ANNUAL RETURN (FORM MGT-9)As per the requirements of Section 92(3) and 134(3)(a) of the Act andRules made thereunder the extract of the Annual Return for the FY2019-20 is given in lsquoAnnexure C lsquo in the prescribed Form MGT-9 whichis a part of this report

18 MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORTOF DIRECTORS ON CORPORATE GOVERNANCEYour Company has already implemented the requirement of Regulation27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ie Corporate Governance As required a ManagementDiscussion and Analysis Report and Directorsrsquo Report as well as AuditorsrsquoCertificate on Corporate Governance are given alongwith this report

19 ACKNOWLEDGEMENTYour Directors wish to place on record their appreciation for the co-operation and support extended by the Shareholders various authoritiesbanks dealers and vendorsThe Directors also acknowledge with gratitude the dedicated efforts andvaluable contribution made by all the employees of the Company

By order of the Board

Date 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

DIRECTORSrsquo REPORT ON CORPORATE GOVERNANCEPhilosophyLinaks upholds its standing at the forefront of Corporate Governance bestpractices Linaks envisages the attainment of the highest levels oftransparency accountability and ethics in all facets of its operations It hasbeen committed to the principles of transparency integrity accountability andresponsibility The Company takes feedback into account on its periodicreviews of the guidelines to ensure their continuing relevance effectivenessand responsiveness to the needs of its investors Linaks considers that all itsoperations and actions must serve the underlying goal of increasing employeeand customer satisfaction and enhancing overall Shareholder valueBoard of DirectorsThe Company has combination of executive and non-executive Directors withnon-executive Directors constituting more than 50 per cent of the Board Asper the Listing Agreement lsquoIndependentrsquo or Non-Executive Directors havebeen defined as directors who apart from receiving Directors remunerationdo not have any other material pecuniary relationship or transactions withthe Company its promoters its management or its subsidiaries which in thejudgment of the Board may affect independence of judgment of the DirectorsIndependent Directors play an important role in deliberations at the BoardMeetings and the Company benefits from their expertise in achieving itsstrategic direction The Directors bring to the Board a wide range of experienceand skills The Board is constituted as under

Only Audit Committee Investorsrsquo Grievance Committee Nomination andRemuneration Committee and Committee for Prevention of Sexual Harassmentof Women at workplace are considered for the purpose of Committee positionsas per listing AgreementResponsibilitiesThe Board of Directors represent the interests of the Companyrsquos shareholdersin optimising long-term value by providing the management with guidanceand strategic direction on the Shareholderrsquos behalf The Boardrsquos mandate isto oversee the Companyrsquos strategic decision review corporate performanceauthorise and monitor strategic investments ensure regulatory complianceand safeguard interests of Shareholders Board members ensure that theirother responsibilities do not impinge on their responsibility as a Director ofLinaksRole of Independent DirectorsIndependent Directors play an important role in deliberations at the boardmeetings and bring to the company their wide experience in the field of financeaccountancy law etc The wide knowledge of both their field of knowledgeand boardroom practices help foster unbiased independent and experiencedprospectiveAppointment of Independent DirectorsThe Company has 3 Independent directors on its BoardThe Current independent director on Board are Mr Udai Bhan Singh MrRam Chandra Gaur and Mr Jai Ram Singh None of the Independent directorsare liable to retire by rotationAll Independent Directors of the Company at the time of their first appointmentto the Board and thereafter at the first meeting of the Board in every FinancialYear give a declaration that they meet with the criteria of Independence asprovided under Section 149 of the Companies Act 2013 and SEBI (LODR)Regulations 2015Board EvaluationPursuant to the provisions of the Companies Act 2013 and Regulation 17 ofthe Listing Regulations the Board has carried out an annual performanceevaluation of its Independent Directors and the Independent Directors alsoevaluated the performance of the Non- Independent Directors The Board ofDirectors expressed their satisfaction with the evaluation process The Boardof Directors also evaluated the functioning performance of Audit CommitteeStakeholders Relationship Committee Nomination amp RemunerationCommittee CSR Committee and expressed satisfaction with their functioningperformance

SNo DIRECTORS DIN NOOF DIRECTORSHIP

NO OF COMMITTEES

CATEGORY OF DIRECTOR

1 Mr Anil Kumar Singh 00225518 0 3 Member Managing Director 2 Mrs Meena Singh 02775239 0 1 Chairperson

1 Member Non Executive Non-Independent Director

3 Mr Udai Bhan Singh 06650869 0 2 Chairperson 2 Member

Independent Director

4 Mr Ram Chandra Gaur 02317264 2 2 Member Independent Director

5 Mr Jai Ram Singh 08356669 0 1 Chairperson Independent Director

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDBoard MeetingsThe meetings of the Board are generally held at the Registered office of thecompany Meetings are generally scheduled well in advance The Board meetsat least once a quarter to review the quarterly performance and the financialresults of the companyThe Company Secretary in consultation with the Managing Director preparesthe detailed agenda of the Board Meetings The Board papers are circulatedto the directors in advanceDuring the financial year 2019-20 the Board of Directors of the Companyduly met Six (6) times The intervening gap between the two meetings waswithin the period as prescribed under the Companies Act 2013The attendance of each director at the Board Meetings and at last AGM is asunder

Directors No Of board meetings attended Attendance At The34 th AGM

Mr Anil Kumar Singh 6 Yes

Mrs Meena Singh 6 Yes

Mr Udai Bhan Singh 6 Yes

Mr Ram Chandra Gaur 4 No

Mr Jai Ram Singh 6 No

Board CommitteesTo enable better and more focused attention on the affairs of the Companythe Board delegates particular matters to Committees of the Board set up forthe purpose These Committees prepare the groundwork for decision-makingand report at the subsequent Board MeetingThe Board is assisted by various committees- Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee ANDCommittee for Prevention of Sexual Harassment of Women at workplaceAudit CommitteeThe Audit Committee is constituted in accordance with the provisions ofRegulation 18 of SEBI (LODR) Regulations 2015 and Section 177 of theCompanies Act 2013 The Audit Committee comprises of

a Mr Ram Chandra Gaur ndash Member (Independent Director)b Mr Udai Bhan Singh ndash Chairperson (Independent Director)c Mr Anil Kumar Singh ndash Member (Managing Director)

The meetings of the audit committee are scheduled well in advance Theaudit committee met 4 times during the year under review on 2905201907082019 11112019 and 07022020 The Committee reviewed thequarterlyannual financial statements before submission to the Board forapprovalThe Committee reviews the report of the internal auditors and statutory auditorsalong with the comments and corrective actions taken by the ManagementThe committee also reviews the Asset- liability management systemNomination amp Remuneration CommitteeThe Companyrsquos Nomination amp Remuneration Committee consists of followingDirectors namely

a) Mr RC Gaur ndashMember (Independent Director)b) Mr Jai Ram Singh ndashChairperson (Independent director)c) Mr Udai Bhan Singh ndash Member (Independent Director)

The salary of the ManagingWhole-time Directors is recommended by theRemuneration Committee and approved by the Board No remuneration ispaid to the Non-Executive DirectorsThe powers role and terms of reference of the Nomination and RemunerationCommittee covers the areas as contemplated under SEBI (LODR) Regulations2015 Section 178 of the Companies Act 2013 and Rules made thereunderThe role of the Nomination and Remuneration Committee inter alia includesformulation of criteria of determining qualifications positive attributes andindependence of a director and recommendation to the Board of theremuneration policy formulation of criteria for evaluation of the IndependentDirectors and the Board devising a policy on Board Diversity and identificationof persons who are qualified to become directors and who may be appointedin senior management in accordance with criteria laid down and recommendto the Board their appointment and removalDuring the year the Nomination and Remuneration Committee met 2 Timeson 02042019 and 07022020

Remuneration PolicyThe Company has on the recommendation of the Nomination amp RemunerationCommittee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration This policy enablesto attract and maintain talented and motivated executives so as to encourageenhanced performance of the Company The remuneration policy envisagesa clear relationship between performance and remuneration including theremuneration paid and overall corporate performanceRemuneration paid to DirectorsManagingWhole-time Directors of the Company have been appointed on acontractual basis on the approval of the Shareholders Remuneration packageof Executive Directors is determined by the Remuneration Committee ofDirectors within the permissible limits under the applicable provisions of lawand is approved by Shareholders It comprises salary and other allowancesperquisites as approved by Shareholders Non-Executive Directors have sofar not been paid any remunerationcommission apart from sitting fees Detailsof remuneration to Directors are as follows

Director Relation with Linaks

Sitting fees

Remuneration paid during 010419 - 310320

Salary amp Perquisites Commission Total

Mr Anil K Singh Managing Director NIL 360000 NIL 360000

Stakeholders Relationship CommitteeThe stakeholders relationship committee comprises ofa) Mr Udai Bhan Singh ndash Chairperson (Independent Director)b) Mr Anil Kumar Singh ndash Member (Managing Director)c) Mrs Meena Singh ndash Member (Non Executive non-independent director)The Committee looks into the redressal of shareholders investors depositorsand Customer complaints The stakeholders relationship committee met 1time in the year on 07022020Committee for prevention of Sexual Harassment of Women at workplaceThe Members of the Committee for prevention of Sexual Harassment of Womenat workplace of the Company area) Mrs Meena Singh- Chairperson (Non Executive non-independent director)b) Mr AK Singh ndash Member (Managing Director)c) Mr UB Singh- Member (Independent Director)The Committee is authorised to strictly implement Companyrsquos policy forprevention of Sexual Harassment of Women at workplace and take suitabledisciplinary action against erring employee if any The committee met 1 timein the year on 07022020 However no complaint of sexual harassment wasreceived during the yearCertificate under Regulation 34(3) of SEBI Listing RegulationsThe Company has obtained a certificate pursuant to the Regulation 34(3)read with Schedule V of the Listing Regulations from MS Divya Matah andAssociates a firm of Company Secretary in practice confirming that none ofthe Directors are debarred or disqualified from being appointed or continuingas Directors of the Company either by Securities and Exchange Board ofIndia or the Ministry of Corporate Affairs or any other Statutory Authority Thesaid certificate forms part of this repot as lsquoAnnexure D lsquoShareholding of DirectorsThe Shareholding details of the directors as at March 31 2020 are includedin Form MGT-9 forming part of the Directorsrsquo Report Vigil Mechanism Whistle Blower PolicyThe Company believes to conduct its affairs in a fair and transparent mannerby adopting highest standards of professionalism honesty integrity and ethicalbehaviour The Company is committed in developing a culture where it issafe for all the employees to raise concerns about any wrongful conductThe Board has approved the vigil mechanism Whistle Blower policy of theCompany which provides a framework to promote a responsible and securewhistle blowing The Audit Committee oversees the Vigil MechanismParticulars Of Related Party TransactionsThere are no material related party transactions which are not in ordinarycourse of business or which are not on armrsquos length basis and hence thereis no information to be provided as required under Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014

7

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

8

Annual General MeetingsFollowing are details of the Annual General Meetings for the previous threeyears held The AGMs were held at the registered office of the Company at126 kms Barabanki Road Chinhut Lucknow

S No Particulars of Meeting Day and Date Number of SR passed Nature of SR

2018-19 34th Annual General Meeting

Monday 23rd September 2019 1

Appointment of Mr Jai Ram Singh as

Independent Director

2017-18 33rd Annual General Meeting

Wednesday 26th September 2018 1

Increase in remuneration of

Managing Director

2016-17 32nd Annual General Meeting

Thursday 28th September 2017 0 -

Month Open High Low Close No of SharesApr-19 068 068 068 068 536Jun-19 065 068 065 068 8535Jul-19 068 068 068 068 228Aug-19 068 068 059 059 1885Sep-19 059 059 057 057 2725Oct-19 057 059 057 057 2152Nov-19 057 057 057 057 2354Dec-19 055 055 055 055 1358Jan-20 055 055 055 055 210Feb-20 053 053 051 051 3265Mar-20 049 049 049 049 1127

Generally all the resolutions in the AGM are passed through show of handsNone of the Special Resolutions passed at the above Annual General Meetingswere required to be put to vote through Postal Ballot However as requiredthe Company made necessary arrangements of e-voting with NSDL on theoccasion of the Annual General Meeting held on 23092019Market price data

Shareholding of nominal Shareholders Total to Totalvalue of Re1 - held Shares Shares

Number of Total1-5000 4828 9598 3430551 1978945001-10000 106 210 464105 4407810001-50000 63 122 1206730 6961150001-100000 16 031 1222524 70522100001 amp above 17 033 10711390 617895TOTAL 5030 10000 17335300 10000

Depository ServicesFor guidance on Depository services Shareholders may write to the Registrarand Share Transfer Agent or National Securities Depository Limited TradeWorld 4th Floor Kamala Mills Compound Senapati Bapat Marg Lower ParelMumbai-400013 email infonsdlcoin website wwwnsdlcom or CentralDepository Services (India) Limited Marathon Futurex A-Wing 25th FloorNM Joshi Marg Lower Parel Mumbai-400013email investorscdslindiacom website wwwcdslindiacomShare Transfer SystemAs per the directions of SEBI the Company has appointed Ms Beetal Financialamp Computer Services (P) Ltd as Common Agency for Share transfer both inphysical and demat form wef 01042003The Registrar and Share Transfer Agents register share transfers in physicalform within 15-20 days of the receipt of the completed documents Invalidshare transfers were returned within 15 days of receipt All requests fordematerialisation of Shares were processed and confirmations were given tothe respective Depositories ie National Securities Depository Limited andCentral Depository Services (India) Ltd The company also offers transfercum Demat facility simultaneouslyRegistrar amp Share Transfer AgentMs Beetal Financial amp Computer Services (P) LtdBeetal House 3rd Floor 99 MadangirBehind Local Shopping CentreNr Dada Harsukhdas MandirNew Delhi-110 062Ph 011-29961281E-mail beetalrtagmailcom

Distribution Schedule as on March 31 2020

Dematerialisation of Shares amp LiquidityThe Company has entered into agreements with National Securities DepositoryLimited (NSDL) amp Central Depository Services (India) Limited (CDSL) As atMarch 31 2020 77257 percent (13392760 Shares) of the Companyrsquos totalshares were held in dematerialised form while 22743 percent (3942540Shares) were held in physical form

Outstanding GDRsADRsWarrants or any Convertible instrumentsconversionDate impact on Equity NA

Address for CorrespondenceLinaks Microelectronics Ltd Phone 0522-6549493126 km Barabanki RoadChinhat Lucknow-227 105Email linakspcbyahoocomNomination FacilityIndividual Shareholders of physical shares can nominate any person for theshares held by them This will save the nominee from going through the lengthyprocess of getting the shares lateron transmitted to his name Members arerequested to write to the Registrar amp Share Transfer Agents to avail the facilityMeans of CommunicationThe financial results were published in the Hindustan Times in English andHindustan or Sahara in Hindi the vernacular newspaper All materialinformation about the Company is promptly uploaded online to the BSErsquosdesignated portal httplistingbseindiacom the Stock Exchange where theCompanyrsquos Shares are listed and released for dissemination to the public atlarge

Unclaimed DividendsThe Company has no unclaimed dividendTransfer Of Amounts To Investor Education And Protection FundYour Company did not have any funds lying unpaid or unclaimed for a periodof seven years Therefore there were no funds which were required to betransferred to Investor Education and Protection Fund (IEPF)Orders Passed By RegulatorsCourtsTribunalsThere is no such order passed by the RegulatorsCourtsTribunals in respectto the Company during the financial yearDisclosureThe Company entered into no transaction of material nature with the promotersDirectors the management or their relatives that could have had a potentialconflict with the interest of the Company The Register of contracts containingthe transactions in which the Directors are interested is regularly placed beforethe Board There were no pecuniary transactions with the independentnon-executive Directors other than payment for expensesfee for attending BoardMeetings

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry structure amp DevelopmentPCB industry consists of a handful of medium sized units and a number ofsmall-scale units which are mostly independent ie they are not part of anylarge conglomerate excepting a couple of unitsThe units were historically promoted by technocrat entrepreneurs who in theold days received bank finance easily to promote industrial growth Most ofthese units were set up in mid 80rsquos and some of them have ceased to operateThe survivors are those which from time to time have been investing intechnology and capacity Initially the units were manufacturing simple singlesided and double sided PCBs but now there are units like ATampS who aremaking PCBs with 24 layers buried vias 4 mil line and spaces etc In thearea of single sided PCBs we have some units that are now manufacturingflexible circuitsStill on the whole industry is small because the actual demand for PCBs formanufacturing various types of Electronic equipment is still not very large inIndia largely due to screw-driver-kit-assembly nature of the Indian equipmentindustry

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

9

Opportunities amp Threats The industry has a domestic market which initiallywas driven by telecommunication but thanks to the lopsided custom tariffstructure telecom manufacturing has shallowed out resulting in steep declinein PCB demand Although the telecom infrastructure has grown by leaps andbounds but the downstream electronic component demand has not seen anygrowth since all fresh demand for equipment has been met largely throughimports Thus now the domestic requirement is dependent on diversesegments like automation control instrumentation metering and automotiveAutomotive electronics though a massive growth engine can be volatile as itis subject to global business swings in this connected world of automotivebusiness with only a handful of players The gradual easing of custom dutiesis happening on account of India being a signatory to ITA But this threat isalso an opportunity because it applies to the developed countries too whoare still levying duty on Indian importsIn fact India with a low cost technical manpower enjoys tremendous advantageas an export-manufacturing base and especially to the high cost developedcountries of Europe and the US The industry and moreover Linaks shouldleverage this advantage The company is already working towards it as theyhave a clutch of regular and reliable customers in Europe and they are alsoin the process of developing new ones in Eastern Europe and AmericasRisks and Concerns Apart from ongoing impact of COVID-19 pandemicmajor risk the industry faces is of over dependence on one market segmentand the industry in India Linaks included has faced this prospect becausemany a times their fortunes have fluctuated with those of the telecommunicationsectorThen there is always the over riding concern of fast technologicalobsolescence which entails constant drain on resources at times impedingones capability to service onersquos customersOverview On the whole the industry has a lot of promise provided one isable to keep up with the demands of the market placeFinancial performance The financial performance is directly related to thecompanyrsquos ability to remain competitiveResource amp Liquidity Resource position would remain comfortable if thecompany is able to trade profitably and liquidity is the direct function of theaboveThe company has not been able to meet its financial goals because due toextraneous circumstances it went into losses and the rehabilitation packagedrawn under BIFR has also been buffeted by the uncertainty of the marketplaceOutlook The outlook is positive as market-wise we do not see any majorimpediment in re-establishing ourselves Our initial feelers in the PCB marketand also to our old customers has met with encouraging resultsInternal Control System Your Companyrsquos management continuously reviewsthe internal control system and procedures to ensure orderly and efficientconduct of business Your Company adheres to its written corporate policieswith respect to all transactions financial reporting and budgeting to ensurethat all assets are safeguarded and protected against loss from unauthoriseduse or disposition and that transactions are authorised recorded and reportedcorrectlyThe Company regularly conducts internal audits either through external orinternal resources to monitor the effectiveness of internal control in theorganisationAudits are finalised and conducted based on internal risk assessmentSignificant findings are brought to the notice of the Audit Committee of theBoard and corrective measures recommended for implementation Reportsof the internal auditor are also regularly reviewed by the Management andcorrective action initiated to strengthen the controls and enhance theeffectiveness of the existing systemsHuman Resources The Company gives full and fair consideration to allemployees with regard to their particular aptitudes and abilities Trainingcareer development and promotion are as far as practicable considered forall employees according to their skills and abilities The Company consistentlyseeks to recruit develop and employ throughout the organisation suitablyqualified capable and experienced people irrespective of race religion orsex All decisions relating to employment practices are objective free frombias and based solely upon work criteria and individual meritOur development performance and rewards system is linked to organisationperformance The Company strives to provide excellent staff welfare measuresto promote employee satisfaction and thereby attract and retain efficientmanpower Training needs are regularly identified and imparted with the helpof both internal trainers and external professional faculties of repute We

have built team driven organisation where all employees work together tocreate our futureCautionary Statement The statement made in this Report describing theCompanyrsquos projections expectations and estimations may be a forward lookingstatement within the meaning of applicable securities laws and regulationsThese statements are based on certain assumptions and expectations of futureevents Actual results may differ from those expressed or implied in this Reportdue to the influence of external and internal factors which are beyond thecontrol of the Company

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

Annexure AForm No MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31032020

[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 ofthe Companies (Appointment and Remuneration Personnel) Rules 2014]

ToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by LinaksMicro Electronics Limited (hereinafter called the company) Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluatingthe corporate conductsstatutory compliances and expressing my opinionthereonBased on our verification of the Linaks Micro Electronics Limitedrsquos bookspapers minute books forms and returns filed and other records maintainedby the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial auditWe hereby report that in our opinion the company has during the audit periodcovering the financial year ended on 31st March 2020 complied with thestatutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filedand other records maintained by Linaks Micro Electronics Limited (ldquotheCompanyrdquo) for the financial year ended on 31st March 2020 according to theprovisions of(i) The Companies Act 2013 and the Companies Act 1956 (to the extent

applicable) (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules

made thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed

thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations

made thereunder to the extent of Foreign Direct Investment OverseasDirect Investment and External Commercial Borrowings

Not applicable to the company during the Audit Period(v) The following Regulations and Guidelines prescribed under the Securities

and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-(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 2015(c) The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations 2009Not applicable to the company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999Securities And Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

Not applicable to the company during the Audit Period

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

10

(e) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

Not applicable to the company during the Audit Period(f) The Securities and Exchange Board of India (Registrars to an Issue and

Share Transfer Agents) Regulations 1993 regarding the Companies Actand dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009

Not applicable to the company during the Audit Period(h) The Securities and Exchange Board of India (Buyback of Securities)

Regulations 1998Not applicable to the company during the Audit Period

(i) The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

(vi) The other laws as may be applicable specifically to the company are1 The Air (Prevention and Control of Pollution) Act 19812 The Environment (Protection) Act 19863 The Water (Prevention and Control Pollution) Act 19744 Factories Act 19485 Industrial Disputes Act 19476 The Payment of Wages Act 19367 Maternity Benefit Act 19618 The Minimum Wages Act 19489 Employeesrsquo State Insurance Act 194810 The Employeesrsquo Provident Funds and Miscellaneous Provisions Act

195211 The Payment of Bonus Act 196512 The Payment of Gratuity Act 197213 The Industrial Employment (Standing Order) Act 194614 The Sexual Harassment of Women at Workplace (Prevention Prohibition

and Redressal) Act 2013We have also examined compliance with the applicable clauses of thefollowing

(i) Secretarial Standard on Meetings of the Board of Directors and GeneralMeetings issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with Bombay StockExchangeDuring the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etcas mentioned hereinaboveIn respect of other laws specifically applicable to the Company we haverelied on informationrecords produced by the company during the courseof our audit and the reporting is limited to that extent

We further report thatThe Board of Directors of the Company is duly constituted with properbalance of Executive Directors Non-Executive Directors and IndependentDirectors The changes in the composition of the Board of Directorsduring the period under review were carried out in compliance with theprovisions of the ActAdequate notice is given to all directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meetingand for meaningful participation at the meeting Majority decision iscarried through while the dissenting membersrsquo views are captured andrecorded as part of the minutesWe further report that there are adequate systems and processes inthe company commensurate with the size and operations of the companyto monitor and ensure compliance with applicable laws rules regulationsand guidelinesWe further report that during the audit period the company did nothave any specific events actions having a major bearing on thecompanyrsquos affairs in pursuance of the above referred laws rulesregulations guidelines standards etc referred to above

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020This report is to be read with our letter of even date which is annexed asrsquo

Annexure Arsquo and forms an integral part of this report

lsquoANNEXURE ArsquoToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105

Our report of even date is to be read along with this letter

1 Maintenance of secretarial record is the responsibility of the managementof the company Our responsibility is to express an opinion on thesesecretarial records based on our audit

2 We have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contents ofthe Secretarial records The verification was done on test basis to ensurethat correct facts are reflected in secretarial records We believe thatthe processes and practices we followed provide a reasonable basisfor our opinion

3 We have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the company

4 Where ever required we have obtained the Management representationabout the compliance of laws rules and regulations and happening ofevents etc

5 The compliance of the provisions of Corporate and other applicable lawsrules regulations standards is the responsibility of management Ourexamination was limited to the verification of procedures on test basis

6 The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness with whichthe management has conducted the affairs of the company

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020

Annexure BSecretarial compliance report of Linaks Microelectronics Limitedfor the year ended 31st March 2020

IWe have examined(a) all the documents and records made available to us and explanation

provided by Linaks Microelectronics Limited (ldquothe listed entityrdquo)(b) the filings submissions made by the listed entity to the stock exchanges(c) website of the listed entity(d) any other document filing as may be relevant which has been relied

upon to make this certification for the year ended 31032020 (ldquoReviewPeriodrdquo) in respect of compliance with the provisions of

(a) the Securities and Exchange Board of India Act 1992 (ldquoSEBI Actrdquo) andthe Regulations circulars guidelines issued there under and

(b) the Securities Contracts (Regulation) Act 1956 (ldquoSCRArdquo) rules madethere under and the Regulations circulars guidelines issued there underby the Securities and Exchange Board of India (ldquoSEBIrdquo)The specific Regulations whose provisions and the circulars guidelinesissued there under have been examined include-

a) Securit ies and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

b) Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018

c) Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations 2011

d) Securities and Exchange Board of India (Buyback of Securities)Regulations 2018

e) Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

f) Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations2013

h) Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 and circulars guidelines issued there under andbased on the above examination IWe hereby report that during theReview Period

a) The l isted enti ty has complied w ith the provisions of the aboveRegulations and circulars guidelines issued there under except inrespect of matters specified below-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

11

SrNo Compliance Requirement Deviations Observations (Regulations circulars Remarks of the guidelines including specific Practicing clause) Company Secretary NA NA NA

(b) The listed entity has maintained proper records under the provisions ofthe above Regulations and circulars guidelines issued there under inso far as it appears from myour examination of those records

(c) The following are the details of actions taken against the listed entity itspromoters directors material subsidiaries either by SEBI or by StockExchanges (including under the Standard Operating Procedures issuedby SEBI through various circulars) under the aforesaid Acts Regulationsand circulars guidelines issued there under

Sr No Action taken by Details of

violation

Details of action taken Eg fines warning letter

debarment etc

Observations remarks of the

Practicing Company

Secretary if NA NA NA NA

(d) The listed entity has taken the following actions to comply with theobservations made in previous reports

Sr No Observations of the Practicing

Company Secretary in the previous reports

Observations made in the secretarial compliance

report for the year Ended 31032019

Actions taken by the listed entity

if any

Comments of the Practicing Company Secretary on the actions taken by the listed entity

NA NA NA NA

Divya MatahProprietorDivya Matah amp AssociatesCompany SecretariesM No ndash 31186 CP - 11719Date 26062020Place Lucknow

Annexure C

FORM NO MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31032020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014I REGISTRATION amp OTHER DETAILS

1 CIN L32101UP1986PLC007841 2 Registration Date 11041986 3 Name of the Company LINAKS MICRO ELECTRONICS LIMITED 4 CategorySub-category of the Company Company limited by shares Non-Government Company

5 Address of the Registered office amp contact details

126 KM BARABANKI ROAD CHINHAT LUCKNOW UTTAR PRADESH INDIA - 227105

6 Whether listed company Yes

7 Name Address and Contact Details of the Registrar and Transfer Agent if any

MS Beetal Financial and Computer Services (P) Ltd Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre Dada Harsukhdas Mandir New Delhi- 110062

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 or more of the total turnover of the company shall be stated)

S No Name and Description of main products services NIC Code of the Productservice to total turnover of the company

1 Printed Circuit Board 32 100

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

12

III SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

13

B) Shareholding of Promoter-

Sl No Shareholderrsquos Name Shareholding at the

beginning of the year 31-03-2019 Shareholding at the end of the year-

31-03-2020

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

change in share holding

during the year

1 ANIL KUMAR SINGH ALSPS0283Q 5425500 312974

0 5425500 312974 0 0

2 ATUL KUMAR SINGH ADPPS6741L

93000

05365 0 93000 05365

0 0

3 BHANU PRATAP SINGH ANPPS2821R 60000 03461

0 60000 03461 0 0

4 GAUTAM SINGH ASWPS4298Q 132240

07628

0 132240 07628 0

0

5 HIMANSHU MOHAN SINGH 10800 00623 0 10800 00623 0 0

6 MANVI SINGH DEO ALGPS8666M 504476 29101 0

504476 29101 0 0

7 MEENA SINGH BCFPS4716M 1420880 81965 0 1420880 81965 0 0

8 NAMITA SINGH AEHPS7933M 448300

25861

0 448300 25861 0

0

9 RAJENDRA KUMAR MEHRA ADVPM5557C

7800

00450 0 7800 00450 0 0

10 RAJESH P SINGH 400

00023

0 400 00023 0

0

11 RAJESH PRASAD SINGH 132900

07666 0 132900 07666 0 0

12 SHOBHA SINGH AUZPS5187P 80000 04615 0 80000 04615 0 0

13 SIDDHARTH SINGH AKWPS0843H

74800

04315 0 74800

04315

0 0

14 SARLA SINGH ABIPS0818D 146260

08437 0 146260 08437 0 0

15 UDAYAN SINGH AWEPS7645F 102700

05924 0 102700 05924 0 0

16 USHA KIRAN AHAPK5385K 75000

04326 0 75000 04326 0 0

17 VIJAY SINGH 103000

05942 0 103000 05942 0 0

18 HARSH SINGH TRUST AABTH1990F (Transmitted from Harsh Singh)

262500 1514 0 262500 1514 0 0

Total 9080556 523819 0 9080556 523819 0 0

C) Change in Promotersrsquo Shareholding (please specify if there is no change)

SNo Name of the shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year

Nos of shares of total share of the Company

Nos of shares

of total share of the Company

1 At the beginning of the year 9080556 523819 9080556 523819

Date wise increase Decrease in promoters shareholding during the year specifying the reason for increase decrease (eg allotment transfer bonus sweat equity etc)

NA NA NA NA

At The End Of The Year 9080556 523819 9080556 523819

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

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)

Fixe

d A

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sG

ross

Blo

ckD

epre

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Net

Blo

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alan

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s at

Add

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sA

cqui

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Adj

usm

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Bal

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ccum

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ueA

djus

tmen

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Bal

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Bal

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Bal

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310

3 2

019

(Dis

posa

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roug

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03

2020

up to

31

032

019

char

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rto

reva

luat

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disp

osal

sas

at

as a

tas

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busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

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sset

s

Bui

ldin

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594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

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t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

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00

00

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Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

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nder

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Vehi

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Asse

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nder

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Offi

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3336

1045

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178

Asse

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(spe

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nat

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197

197

7850

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119

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scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

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ase

retu

rn to

L

inak

s M

icro

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tron

ics

Lim

ited

126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

2

5 Copies of Directors report and Auditors report Financial Statements ofthe Company are enclosed

6 Corporate Members intending to send their Authorized representative(s)to attend the meeting through VCOAVM are requested to send a certifiedcopy of the Board Resolution authorizing their representative(s) to attendand vote on their behalf at the Annual General Meeting as required underSection 113 of the Companies Act 2013

7 All documents referred to in the accompanying Notice shall be open forinspection at the Registered Office of the Company and Corporate Officeof the Company during normal business hours on all days exceptSaturdays and Sunday up to and including the date of the Annual GeneralMeeting

8 Members can inspect the register of directors and key managerialpersonnel and their shareholding required to be maintained undersection 170 of the Companies Act 2013 and register of contracts orarrangements in which the directors are interested to be maintainedunder Section 189 of the Companies Act 2013 during the course of themeeting

9 The Ministry of Corporate Affairs has undertaken a ldquoGreen Initiative inCorporate Governancerdquo and allowed companies to share documents withits shareholders through an electronic mode In compliance with theaforesaid MCA Circulars and SEBI Circular dated May 12 2020 Noticeof the AGM along with the Annual Report 2019-20 is being sent onlythrough electronic mode to those Members whose email addresses areregistered with the companyDepositories Members may note that theNotice and Annual Report 2019-20 will also be available on the companyrsquoswebsites wwwlinakscom and websites of the Stock Exchange ie BSELimited at wwwbseindiacom and Members are requested to supportthis Green Initiative by registeringupdating their email addresses forreceiving electronic communications

10 The Company has appointed Ms Beetal Financial and Computer ServicesPrivate Limited Delhi as the Registrar and Share Transfer AgentsMembers are requested to registerupdatenotify immediately about anychange in their addresse-mail address bank detailsPAN to theirDepository Participant (DP) in respect of their shareholding in Dematmode and in respect of their physical shareholding to Ms Beetal Financialand Computer Services Private Limited Beetal House 3rd Floor 99Madangir Behind Local Shopping Centre Near Dada HarsukhdasMandir Delhi 110062 ei ther physical ly or by sending mai l onbeetalrtagmailcom for receiving all communication including AnnualReport Notices and Circulars etc from the Company electronically

11 Members who sti ll hold shares in physical form are advised toDematerial ize their shareholdi ng to avai l of the benefi ts ofdematerialization which include easy liquidity since trading is permittedonly in dematerialized form electronic transfer savings in stamp dutyprevention of forgery etc

12 Members desirous of making a nomination in respect of theirshareholding in the Company as permitted under Section 72 of the Actare requested to write to the Companyrsquos RTA

13 Subject to receipt of requisite number of votes the resolution(s) at itemno 1 to 6 in Notice of AGM shall be deemed to be passed at the 35thAnnual General Meeting of the Company scheduled to be held onMonday 30th November 2020

14 The Company has decided to close the Register of Members and theShare Transfer Register on November 24 2020 up to November 302020 (both days inclusive) in terms of the provisions of the CompaniesAct 2013 and the SEBI (Listi ng Obl igations and Discl osureRequirements) Regulations 2015 Cut-off date to record the entitlementof shareholders for the purpose of e-voting is November 23 2020

15 SEBI has mandated submission of Permanent Account Number (PAN)by every participant in securities market Members holding shares inelectronic form are therefore requested to submit the PAN to theirDepository Participant with whom they are maintaining their Demataccounts and members holding shares in physical form to the CompanyRTA

Voting through electronic means16 In compliance with provisions of Section 108 of the Companies Act 2013

and Rule 20 of the Companies (Management and Administration) Rules2014 as amended and Regulation 44 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (ldquoListing Regulationsrdquo) and the Secretarial Standardson General Meetings (SS2) issued by the Institute of Company

Secretaries of India the Company is pleased to provide members facilityto exercise their right to vote on resolutions proposed to be consideredat the Annual General Meeting (AGM) by electronic means and thebusiness may be transacted through e-Voting Services The facility ofcasting the votes by the members using an electronic voting systemfrom a place other than venue of the AGM (ldquoremote e-votingrdquo) will beprovided by National Securities Depository Limited (NSDL)

17 The facil ity for voting through electronic voting system on theresolution(s) shall also be made available at the AGM and membersattending the meeting through VCOAVM who have not already cast theirvote on the resolution(s) by remote evoting shall be able to exercisetheir right to vote on such resolution(s) at the meeting The memberswho have cast their vote by remote e-voting prior to the AGM may alsoattend the AGM but shall not be entitled to cast their vote again

18 The remote e-voting period commences on 27th November 2020 (900am) and ends on 29th November 2020 (500 pm) During this periodmembers of the Company holding shares either in physical form or indematerialized form as on the cut-off date of 23rd November 2020may cast their vote by remote e-voting The remote e-voting moduleshall be disabled by NSDL for voting thereafter Once the vote on aresolution is cast by the member the member shall not be allowed tochange it subsequently

19 The process and manner for remote e-voting are as underHow do I vote electronically using NSDL e-Voting system

The way to vote electronically on NSDL e-Voting system consists ofldquoTwo Stepsrdquo which are mentioned belowStep 1 Log-in to NSDL e-Voting system at httpswwwevotingnsdlcomStep 2 Cast your vote electronically on NSDL e-Voting systemDetails on Step 1 are mentioned belowHow to Log-in to NSDL e-Voting website

i Visit the e-Voting website of NSDL Open web browser by typing thefollowing URL https wwwevotingnsdlcom either on a PersonalComputer or on a mobile

ii Once the home page of e-Voting system is launched click on the iconldquoLoginrdquo which is available under lsquoShareholdersrsquo section

iii A new screen will open You will have to enter your User ID yourPassword and a Verification Code as shown on the screen Alternativelyif you are registered for NSDL eservices ie IDEAS you can log-in athttps eservicesnsdlcom with your existing IDEAS login Once youlog-in to NSDL eservices after using your log-in credentials click on e-Voting and you can proceed to Step 2 ie Cast your vote electronically

iv Your User ID details are given below Manner of holding shares ie Demat (NSDL or CDSL) or Physical

Your User ID is

a) For Members who hold shares in demat account with NSDL

8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012

b) For Members who hold shares in demat account with CDSL

16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12

c) For Members holding shares in Physical Form

EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

i Your password details are given belowa If you are already registered for e-Voting then you can use your existing

password to login and cast your voteb If you are using NSDL e-Voting system for the first time you will need to

retrieve the lsquoinitial passwordrsquo which was communicated to you Onceyou retrieve your lsquoinitial passwordrsquo you need enter the lsquoinitial passwordrsquoand the system will force you to change your password

c How to retrieve your lsquoinitial passwordrsquoi If your email ID is registered in your demat account or with the company

your lsquoinitial passwordrsquo is communicated to you on your email ID Tracethe email sent to you from NSDL from your mailbox Open the email and

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

3

open the attachment ie a pdf file Open the pdf file The password toopen the pdf file is your 8 digit client ID for NSDL account last 8 digits ofclient ID for CDSL account or folio number for shares held in physicalform The pdf file contains your lsquoUser IDrsquo and your lsquoinitial passwordrsquo

ii If your email ID is not registered please follow steps mentioned belowin process for those shareholders whose email ids are not registered

ii If you are unable to retrieve or have not received the ldquoInitial passwordrdquoor have forgotten your password

a) Click on ldquoForgot User DetailsPasswordrdquo (If you are holding shares inyour demat account w ith NSDL or CDSL) option available onwwwevotingnsdlcom

b) Physical User Reset Passwordrdquo (If you are holding shares in physicalmode) option available on wwwevotingnsdlcom

c) If you are still unable to get the password by aforesaid two options youcan send a request at evotingnsdlcoin mentioning your demat accountnumberfolio number your PAN your name and your registered address

d) Members can also use the OTP (One Time Password) based login forcasting the votes on the e-Voting system of NSDLAfter entering your password tick on Agree to ldquoTerms and Conditionsrdquoby selecting on the check box

iii Now you will have to click on ldquoLoginrdquo buttoniv After you click on the ldquoLoginrdquo button Home page of e-Voting will openDetails on Step 2 are given belowHow to cast your vote electronically on NSDL e-Voting systemi After successful login at Step 1 you will be able to see the Home page

of e-Voting Click on e-voting Then click on Active Voting Cyclesii After click on Active Voting Cycles you will be able to see all the

companies ldquoEVENrdquo in which you are holding shares and whose votingcycle is in active status

iii Select ldquoEVENrdquo of company for which you wish to cast your voteiv Now you are ready for e-Voting as the Voting page opensv Cast your vote by selecting appropriate options ie assent or dissent

verifymodify the number of shares for which you wish to cast your voteand click on ldquoSubmitrdquo and also ldquoConfirmrdquo when prompted

vi Upon confirmation the message ldquoVote cast successfullyrdquo will bedisplayed

vii You can also take the printout of the votes cast by you by clicking on theprint option on the confirmation page

viii Once you confirm your vote on the resolution you will not be allowed tomodify your vote

General Guidelines for shareholders1 Institutional shareholders (ie other than individuals HUF NRI etc) are

required to send scanned copy (PDFJPG Format) of the relevant BoardResolution Authority letter etc with attested specimen signature of theduly authorized s ignatory(ies) who are authorized to vote to theScrutinizer by e-mail to divyamatahgmailcom with a copy marked toevotingnsdlcoin

2 It is strongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential Loginto the e-voting website will be disabled upon five unsuccessful attemptsto key in the correct password In such an event you will need to gothrough the ldquoForgot User DetailsPasswordrdquo or ldquoPhysical User ResetPasswordrdquo option available on wwwevotingnsdlcom to reset thepassword

3 In case of any queries you may refer the Frequently Asked Questions(FAQs) for Shareholders and e-voting user manual for Shareholdersavailable at the download section of wwwevotingnsdlcom or call ontoll free no 1800-222-990 or send a request at evotingnsdlcoin orcontact Ms Pallavi Mhatre Manager or Ms Soni Singh Asst ManagerNational Securities Depository Limited Trade World lsquoArsquo Wing 4th FloorKamala Mills Compound Senapati Bapat Marg Lower Parel Mumbai ndash400 013 at the designated emai l id ndash evotingnsdlcoin orpallavidnsdlcoin or SoniSnsdlcoin or at telephone nos- +91 2224994545 +91 22 24994559 who will also address the grievancesconnected with the voting by electronic meansProcess for those shareholders whose email ids are not registeredwith the depositories for procuring user id and password and

registration of e mail ids for e-voting for the resolutions set out inthis notice

1 In case shares are held in physical mode please provide Folio No Nameof shareholder scanned copy of the share certificate (front and back)PAN (self attested scanned copy of PAN card) AADHAR (self attestedscanned copy of Aadhar Card) by email to beetalrtagmailcom orlinakspcbyahoocom

2 In case shares are held in demat mode please provide DPID-CLID (16digit DPID + CLID or 16 digit beneficiary ID) Name client master orcopy of Consolidated Account statement PAN (self attested scannedcopy of PAN card) AADHAR (self attested scanned copy of Aadhar Card)to evotingnsdlcoin or linakspcbyahoocom or beetalrtagmailcomTHE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAYOF THE AGM ARE AS UNDER-

1 The procedure for e-Voting on the day of the AGM is same as theinstructions mentioned above for remote e-voting

2 Only those Members shareholders who will be present in the AGMthrough VCOAVM facili ty and have not casted their vote on theResolutions through remote e-Voting and are otherwise not barred fromdoing so shall be eligible to vote through e-Voting system in the AGM

3 Members who have voted through Remote e-Voting will be eligible toattend the AGM However they will not be eligible to vote at the AGM

4 The details of the person who may be contacted for any grievancesconnected with the facility for e-Voting on the day of the AGM shall bethe same person mentioned for Remote e-votingINSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGMTHROUGH VCOAVM ARE AS UNDER

1 Member will be provided with a facility to attend the AGM through VCOAVM through the NSDL e-Voting system Members may access thesame at httpswwwevotingnsdlcom under shareholdersmembers loginby using the remote e-voting credentials The link for VCOAVM will beavailable in shareholdermembers login where the EVEN of Companywill be displayed Please note that the members who do not have theUser ID and Password for e-Voting or have forgotten the User ID andPassword may retrieve the same by following the remote e-Votinginstructions mentioned in the notice to avoid last minute rush Furthermembers can also use the OTP based login for logging into the e-Votingsystem of NSDL

2 Members are encouraged to join the Meeting through Laptops for betterexperience

3 Further Members will be required to allow Camera and use Internet witha good speed to avoid any disturbance during the meeting

4 Please note that Participants Connecting from Mobile Devices or Tabletsor through Laptop connecting via Mobile Hotspot may experience AudioVideo loss due to Fluctuation in their respective network It is thereforerecommended to use Stable Wi-Fi or LAN Connection to mitigate anykind of aforesaid glitches

5 Shareholders who would like to express their viewsask questions duringthe meeting may register themselves as a speaker may send their requestmentioning their name demat account numberfolio number email idmobile number at linakspcbyahoocom

6 Shareholders who would like to express their viewshave questions maysend their questions in advance mentioning their name demat accountnumberfolio number email id mobile number at linakspcbyahoocomThe same will be replied by the company suitably

7 Those shareholders who have registered themselves as a speaker willonly be allowed to express their viewsask questions during the meetingThe Company reserves the right to restrict the number of speakersdepending on the availability of time for the AGM

8 Members who need assistance before or during the AGM can contactNSDL on evotingnsdlcoin 1800-222-990

By the Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THECOMPANIES ACT 2013

and reg 17(11) of SEBI (LODR) (AMENDMENT) REGULATIONS 2018Item no 4Mr Anil Kumar Singh who is one of the promoter Directors and also thecontinuing Managing Director of the Company has to be reappointed as theManaging Director of the Company on the recommendation of the remunerationCommittee for a term of 05 years wef 01122020 on the terms and conditionsand remuneration as set out in the notice As Mr Anil Kumar Singh hasattained the age of 70 years prior consentapproval of the shareholders byway of passing special resolutions is required Hence this resolutionMr Anil Kumar Singh and Mrs Meena Singh being relatives would be deemedconcerned in this resolution Accordingly the directors recommend the specialresolution in relation to appointment of Mr Anil Kumar Singh as ManagingDirector for approval of the shareholders as set out in Item-4 of this NoticeItem no 5Mr Ram Chandra Gaur was appointed as an Independent Director at theAGM held on 30092015 till the conclusion of the 35th AGM to comply withthe provisions of Section 149 and Companies (Appointment and Qualificationof Directors) Rules 2014 and other applicable provisions and Clause 49 ofthe Listing Agreement amended up to the date The term of office of Directorof Mr Ram Chandra Gaur would expire at the end of this Annual GeneralMeeting as Independent Director Keeping in view the statutory requirementof appointing Independent Director the Board recommend passing of thisresolution Except Mr Ram Chandra Gaur none of other Directors would bedeemed concerned in this resolution

Name of persons of Promoter Group Folio No No of Shares Himanshu Mohan Singh 0023 10800 Rajendra Kumar Mehra 0008 7800 Rajesh P Singh 6989 400 Rajesh Prasad Singh 0013 132900 Vijay Singh 0034 103000 Harsh Singh Trust 9433 262500 517400

Accordingly consentapproval of the Company is required to authorise Boardof Directors of the Company to submit necessary application to StockExchange Mumbai or any other appropriate authority for seeking the aboveapproval for reclassification of the PromotersPromoters Group excluding theholding of above shareholdersNone of the Directors or their relatives Key Managerial Personnel or theirrelatives are in any way concerned or interested financially or otherwise inthe proposed Resolution

By Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

Item no 6Reg 31(2) of SEBI (LODR) Regulations 2015 require for holding 100 ofthe promoters shares in dematerialized form However following persons ofPromoter group holding 517400 equity shares of Re1- each (570 of totalpromoterspromoters group holding and 299 of total equity share capital ofthe Company) belonging to Promoters Group not cooperating to comply withthe provisions of Reg 31(2) of SEBI (LODR) Regulations 2015

Appendix ndashAThe details of the Directors retire by rotation and seeking re-appointment and being appointed as MD or Independent Director-

Sr No

Name of the Director

Qualifi- cation

Directorship of Other Companies

Committee position held in other companies

Professional expertise

Nos of shares held Relationship between directors

interse

1 Mr Anil Kumar Singh (DIN-00225518)

BTech PGDBA

Vindhyachal Finlease Pvt Ltd (CIN U65929DL1996PTC079905)

NIL

Has experience in management and leadership skills for heading the Company forward

5425500 Nos of Equity shares

Related with Mrs Meena Singh (Director)

2 Mr Ram Chandra Gaur (DIN-02317264)

BTech

Naturesfeast amp Health Food Pvt Ltd (CIN U15122UP2011PTC043463) Progressive Development Initiatives (CIN U74120UP2014NPL066644)

NIL

Has experience in management and leadership skills as an Independent Director

NIL Nos of Equity shares

Not related to any Director of the Company

By the Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

BOARDSrsquo REPORT

ToThe MembersLINAKS MICROELECTRONICS LIMITED

Your Directors present the Thirty Fifth Boardsrsquo Report of the Company togetherwith Audited Financial Statements of your company for the financial yearended 31st March 20201 FINANCIAL RESULTS

(Amount in Thousand Rs)Year ended Year ended31032020 31032019

(a) Turnover (including Other Income) 4674 6922(b) Net ProfitLoss (before depreciation and tax) -4984 -6419Depreciation 1564 1564(c) Net Profit(Loss) before extraordinary items -6548 -7983Extraordinary items - -(d) Net Profit(Loss) before tax -6548 -7983Provision for Tax (including for deferred tax) 0 0(d) Net Profit(Loss) after tax -6548 -7983

2 BRIEF DESCRIPTION OF THE COMPANYrsquoS WORKING DURING THEYEARThe Directors concluded the last yearrsquos Directorrsquos Report with thewords In the coming year we do not foresee any significant impedimentin ramping up our sales to break-even level and beyond

We could not have been more off the mark Anything that could go wrongdid go so in the year under review - Market Payments Legal Shocks onthe Real Estate Development front Employee churn and what have youThe market of indigenously made LED lights which had been reelingunder severe headwinds from cheap Chinese imports suffered a doublewhammy by the virtual collapse of the payment cycle from theMunicipalities and Town Areas causing a massive cash crunch Municipalfunds for LED switchover are heavily dependent on GovernmentSubsidies under Govt of Indiarsquos SLNP initiative But SLNP funds of lateare virtually down to trickles The demand kept going south and paymentswent from bad to worseThe mounting expenditure on multiple litigations on the salvaging ofReal Estate venture further hamstrung our liquidity The fraudulentbehaviour of the Developer who has since vanished the tagging of ourCorporate Guarantee in the suit filed by the Syndicate Bank in NCLT

4

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

5

our criminal case against the Developerrsquos and the Bank countersuit inthe DRT and civil litigation have all taken their toll on the Companyrsquosways and means Being the main aggrieved party we had banked heavilyon the Legal route for resolution in a reasonable time Looking back allof it appears a distant dream Here we are six months into the next yearand there is zero progress who could have imagined the scourge ofCOVID 19With the COVID Lockdown from March 22 2020 the way ahead is avirtual minefield and what roadmap could you chart except to stay putin a state of suspended animation Employee morale has taken a hitCustomers have gone in their shell and those who owe us money are indeep slumber and incommunicadoThe uncertainty is interminable So much so that the misery of uncertaintyis worse than the certainty of miseryThere is darkness all around but in the midst of darkness light persistsThere is no slackening in our relentless pursuit to tide over the currentgloom and doom and team Linaks is gung-ho and even this would pass

3 SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIESThe Company does not have any Subsidiary Joint venture or AssociateCompany

4 DIVIDEND amp RESERVESIn view of losses during the year under review no dividend pay-out isbeing recommended and accordingly no question of appropriation ofreserves arise

5 SHARE CAPITALThe paid up share capital of the company as at 31st March 2020 remainedat Rs 49535300 During the period under report your company hasnot issued any shares including Sweat Equity ESOP Bonus andorConvertible Debentures

6 DEPOSITSThe Company has neither accepted nor renewed any deposits duringthe year under review

7 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADEUNDER SECTION 186 OF THE COMPANIES ACT 2013There was no loans guarantees or investments made by the Companyunder Section 186 of the Companies Act 2013 during the year underreview and hence the said provision is not applicable

8 MATERIAL CHANGES amp COMMITMENTSExcept the effect of overall impact of COVID-19 on the economy of wholeworld there has been no material changes and Commitment affectingthe financial position of the Company which have occurred between theend of the financial year of the Company to which the financial statementsrelate and date of the Report

9 RISK MANAGEMENT POLICY OF THE COMPANYThe Company does not have any Risk Management Policy as theCompany is still in its rehabili tation However the Company hasintroduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworksand processes to drive a common integrated view of risks optimal riskmitigation responses and efficient management of internal control andassurance activities

10 HUMAN RESOURCE DEVELOPMENTAt LINAKS human resource development is considered vital for effectiveimplementation of business plans Constant endeavours are being madeto offer professional growth opportunities and recognition Your Companytreats its ldquohuman resourcesrdquo as one of its most important assets YourCompany continuously invests in attraction retention and developmentof talent on an ongoing basis A number of programs that provide focusedpeople attention are currently underway Your Company thrust is on thepromotion of talent internally through job rotation and job enlargement

11 OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013The Company is an equal opportunity employer and consciously strivesto build a work culture that promotes dignity of all employees As requiredunder the provisions of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rulesframed thereunder the Company has implemented a policy on Preventionof Sexual Harassment of Women at Workplace An Internal Committee

has been set up to receive complaints investigate the matter and reportto the management At the beginning of the year there was no complaintpending During the year no complaint was received by the Committeeand hence no complaint was pending at year end

12 AUDITORSStatutory Auditors

At the 32nd Annual General Meeting held on September 28 2017 themembers had appointed Ms Jaiswal Singh amp Co (Firm Registration No011049C) Chartered Accountants Kanpur as Statutory Auditors for ablock period of 05 years beginning from the conclusion of the 32nd AGMtill the conclusion of the 37th AGM subject to them ratifying the saidappointment at every AGM The Company had received confirmationfrom Ms Jaiswal Singh amp Co to the effect that their appointment wouldbe in terms of Section 139 and 141 of the Companies Act 2013 andrules made thereunderThe Statutory Auditors have audited the books of accounts of theCompany for the Financial Year ended on March 31 2020 and haveissued the Auditorsrsquo Report thereon The Statutory Auditors have notmade any adverse comments or given any qualification reservation oradverse remarks or disclaimer in their Audit Report

Secretarial AuditorsPursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company has appointed MS Divya Matahand Associates a firm of Company Secretary in Practice to undertakethe Secretarial Audit of the Company The Report of the Secretarial Auditis annexed herewith as lsquoAnnexure A lsquoto this reportAs required under Regulation 24A of SEBI (LODR) Regulations 2015Ms Divya Matah amp Associates Practicing Company SecretariesLucknow has reported on the Annual Secretarial Compliances of theCompany for the year ended on 31st March 2020 The report is uploadedto the Stock Exchange The said report has been provided underlsquoAnnexure-Brsquo of the Directorsrsquo ReportThe Secretarial Auditor has not made any adverse comments or givenany qualification reservation or adverse remarks or disclaimer in theirAudit Report and Compliance Report

13 DIRECTORS AND KEY MANAGERIAL PERSONNELIn accordance with provision of the Companies Act 2013 Mr Anil KumarSingh Managing Director of the Company is liable to retire by rotationat the ensuing AGM and is eligible for his reappointmentNecessary resolutions for the reappointment of the aforesaid directorand the detailed profile has been included in the notice convening theannual general meetingThere has been no change in the Board of Directors of the Companyduring the Financial Year 2019-20 All the directors of the company haveconfirmed that they are not disqualified from being appointed as directorsin terms of Section 164 of the Companies Act 2013Furthermore Ms Deepti Bammi (ACS No A57019) was appointed asthe Company Secretary of the Company wef February 4 2019 but sheresigned from the job as on January 14 2020 due to some of her personalreasonsIn order to comply with the mandatory requirement of recruiting aCompany Secretary and Compliance Officer in a Listed company thecompany appointed Ms Priya Gupta an Associate Member of TheInstitute of Company Secretaries of India (ACS No A55368) as theCompany Secretary and Compliance Officer of the Company pursuantto Section 203 of the Companies Act 2013 and Rule 8 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014wef June 10 2020With respect to mandatory requirement for appointment of Chief FinancialOfficer in a Listed Company Mr Girish Chandra Jha being a commercegraduate and holding around 30 years of working experience has beenappointed as the CFO of the Company wef April 2 2019

14 MANAGERIALEMPLOYEES REMUNERATIONA) Details of the ratio of the remuneration of each director to the median

employeersquos remuneration and other details as required pursuant to Rule5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 cannot be worked out as the process ofrecruitment of staff has not yet completed The skeletal staff with whichthe Company is presently working are mainly on part time basis

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

6

B) As required pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company didnot have any employee drawing a remuneration of Rs 6000 lacs pa ifemployed throughout the year or Rs500 lacs pm if employed for apart of the said year under review Moreover there was no employeeemployed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case maybe at a rate which in the aggregate is in excess of that drawn by themanaging director or whole-time director or manager and holds by himselfor along with his spouse and dependent children not less than twopercent of the equity shares of the company

C) None of the Managing Director or Whole-time Director of the Companywas in receipt of any commission from the Company Moreover as theCompany did not have any holding or subsidiary Company the questionof receiving commission by them from such Company also does notarise

15 DIRECTORSrsquo RESPONSIBILITY STATEMENTIn accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submit its responsibility Statement

(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating tomaterial departures

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of thecompany for that period

(c) the directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) the directors had prepared the annual accounts on a going concern basisand

(e) the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate andwere operating effectively

(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequateand operating effectively

16 CORPORATE SOCIAL RESPONSIBILITY INITIATIVESIn view of losses the Company has not developed and implementedany Corporate Social Responsibility initiatives as the said provisionsare not applicable

17 EXTRACT OF ANNUAL RETURN (FORM MGT-9)As per the requirements of Section 92(3) and 134(3)(a) of the Act andRules made thereunder the extract of the Annual Return for the FY2019-20 is given in lsquoAnnexure C lsquo in the prescribed Form MGT-9 whichis a part of this report

18 MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORTOF DIRECTORS ON CORPORATE GOVERNANCEYour Company has already implemented the requirement of Regulation27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ie Corporate Governance As required a ManagementDiscussion and Analysis Report and Directorsrsquo Report as well as AuditorsrsquoCertificate on Corporate Governance are given alongwith this report

19 ACKNOWLEDGEMENTYour Directors wish to place on record their appreciation for the co-operation and support extended by the Shareholders various authoritiesbanks dealers and vendorsThe Directors also acknowledge with gratitude the dedicated efforts andvaluable contribution made by all the employees of the Company

By order of the Board

Date 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

DIRECTORSrsquo REPORT ON CORPORATE GOVERNANCEPhilosophyLinaks upholds its standing at the forefront of Corporate Governance bestpractices Linaks envisages the attainment of the highest levels oftransparency accountability and ethics in all facets of its operations It hasbeen committed to the principles of transparency integrity accountability andresponsibility The Company takes feedback into account on its periodicreviews of the guidelines to ensure their continuing relevance effectivenessand responsiveness to the needs of its investors Linaks considers that all itsoperations and actions must serve the underlying goal of increasing employeeand customer satisfaction and enhancing overall Shareholder valueBoard of DirectorsThe Company has combination of executive and non-executive Directors withnon-executive Directors constituting more than 50 per cent of the Board Asper the Listing Agreement lsquoIndependentrsquo or Non-Executive Directors havebeen defined as directors who apart from receiving Directors remunerationdo not have any other material pecuniary relationship or transactions withthe Company its promoters its management or its subsidiaries which in thejudgment of the Board may affect independence of judgment of the DirectorsIndependent Directors play an important role in deliberations at the BoardMeetings and the Company benefits from their expertise in achieving itsstrategic direction The Directors bring to the Board a wide range of experienceand skills The Board is constituted as under

Only Audit Committee Investorsrsquo Grievance Committee Nomination andRemuneration Committee and Committee for Prevention of Sexual Harassmentof Women at workplace are considered for the purpose of Committee positionsas per listing AgreementResponsibilitiesThe Board of Directors represent the interests of the Companyrsquos shareholdersin optimising long-term value by providing the management with guidanceand strategic direction on the Shareholderrsquos behalf The Boardrsquos mandate isto oversee the Companyrsquos strategic decision review corporate performanceauthorise and monitor strategic investments ensure regulatory complianceand safeguard interests of Shareholders Board members ensure that theirother responsibilities do not impinge on their responsibility as a Director ofLinaksRole of Independent DirectorsIndependent Directors play an important role in deliberations at the boardmeetings and bring to the company their wide experience in the field of financeaccountancy law etc The wide knowledge of both their field of knowledgeand boardroom practices help foster unbiased independent and experiencedprospectiveAppointment of Independent DirectorsThe Company has 3 Independent directors on its BoardThe Current independent director on Board are Mr Udai Bhan Singh MrRam Chandra Gaur and Mr Jai Ram Singh None of the Independent directorsare liable to retire by rotationAll Independent Directors of the Company at the time of their first appointmentto the Board and thereafter at the first meeting of the Board in every FinancialYear give a declaration that they meet with the criteria of Independence asprovided under Section 149 of the Companies Act 2013 and SEBI (LODR)Regulations 2015Board EvaluationPursuant to the provisions of the Companies Act 2013 and Regulation 17 ofthe Listing Regulations the Board has carried out an annual performanceevaluation of its Independent Directors and the Independent Directors alsoevaluated the performance of the Non- Independent Directors The Board ofDirectors expressed their satisfaction with the evaluation process The Boardof Directors also evaluated the functioning performance of Audit CommitteeStakeholders Relationship Committee Nomination amp RemunerationCommittee CSR Committee and expressed satisfaction with their functioningperformance

SNo DIRECTORS DIN NOOF DIRECTORSHIP

NO OF COMMITTEES

CATEGORY OF DIRECTOR

1 Mr Anil Kumar Singh 00225518 0 3 Member Managing Director 2 Mrs Meena Singh 02775239 0 1 Chairperson

1 Member Non Executive Non-Independent Director

3 Mr Udai Bhan Singh 06650869 0 2 Chairperson 2 Member

Independent Director

4 Mr Ram Chandra Gaur 02317264 2 2 Member Independent Director

5 Mr Jai Ram Singh 08356669 0 1 Chairperson Independent Director

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDBoard MeetingsThe meetings of the Board are generally held at the Registered office of thecompany Meetings are generally scheduled well in advance The Board meetsat least once a quarter to review the quarterly performance and the financialresults of the companyThe Company Secretary in consultation with the Managing Director preparesthe detailed agenda of the Board Meetings The Board papers are circulatedto the directors in advanceDuring the financial year 2019-20 the Board of Directors of the Companyduly met Six (6) times The intervening gap between the two meetings waswithin the period as prescribed under the Companies Act 2013The attendance of each director at the Board Meetings and at last AGM is asunder

Directors No Of board meetings attended Attendance At The34 th AGM

Mr Anil Kumar Singh 6 Yes

Mrs Meena Singh 6 Yes

Mr Udai Bhan Singh 6 Yes

Mr Ram Chandra Gaur 4 No

Mr Jai Ram Singh 6 No

Board CommitteesTo enable better and more focused attention on the affairs of the Companythe Board delegates particular matters to Committees of the Board set up forthe purpose These Committees prepare the groundwork for decision-makingand report at the subsequent Board MeetingThe Board is assisted by various committees- Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee ANDCommittee for Prevention of Sexual Harassment of Women at workplaceAudit CommitteeThe Audit Committee is constituted in accordance with the provisions ofRegulation 18 of SEBI (LODR) Regulations 2015 and Section 177 of theCompanies Act 2013 The Audit Committee comprises of

a Mr Ram Chandra Gaur ndash Member (Independent Director)b Mr Udai Bhan Singh ndash Chairperson (Independent Director)c Mr Anil Kumar Singh ndash Member (Managing Director)

The meetings of the audit committee are scheduled well in advance Theaudit committee met 4 times during the year under review on 2905201907082019 11112019 and 07022020 The Committee reviewed thequarterlyannual financial statements before submission to the Board forapprovalThe Committee reviews the report of the internal auditors and statutory auditorsalong with the comments and corrective actions taken by the ManagementThe committee also reviews the Asset- liability management systemNomination amp Remuneration CommitteeThe Companyrsquos Nomination amp Remuneration Committee consists of followingDirectors namely

a) Mr RC Gaur ndashMember (Independent Director)b) Mr Jai Ram Singh ndashChairperson (Independent director)c) Mr Udai Bhan Singh ndash Member (Independent Director)

The salary of the ManagingWhole-time Directors is recommended by theRemuneration Committee and approved by the Board No remuneration ispaid to the Non-Executive DirectorsThe powers role and terms of reference of the Nomination and RemunerationCommittee covers the areas as contemplated under SEBI (LODR) Regulations2015 Section 178 of the Companies Act 2013 and Rules made thereunderThe role of the Nomination and Remuneration Committee inter alia includesformulation of criteria of determining qualifications positive attributes andindependence of a director and recommendation to the Board of theremuneration policy formulation of criteria for evaluation of the IndependentDirectors and the Board devising a policy on Board Diversity and identificationof persons who are qualified to become directors and who may be appointedin senior management in accordance with criteria laid down and recommendto the Board their appointment and removalDuring the year the Nomination and Remuneration Committee met 2 Timeson 02042019 and 07022020

Remuneration PolicyThe Company has on the recommendation of the Nomination amp RemunerationCommittee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration This policy enablesto attract and maintain talented and motivated executives so as to encourageenhanced performance of the Company The remuneration policy envisagesa clear relationship between performance and remuneration including theremuneration paid and overall corporate performanceRemuneration paid to DirectorsManagingWhole-time Directors of the Company have been appointed on acontractual basis on the approval of the Shareholders Remuneration packageof Executive Directors is determined by the Remuneration Committee ofDirectors within the permissible limits under the applicable provisions of lawand is approved by Shareholders It comprises salary and other allowancesperquisites as approved by Shareholders Non-Executive Directors have sofar not been paid any remunerationcommission apart from sitting fees Detailsof remuneration to Directors are as follows

Director Relation with Linaks

Sitting fees

Remuneration paid during 010419 - 310320

Salary amp Perquisites Commission Total

Mr Anil K Singh Managing Director NIL 360000 NIL 360000

Stakeholders Relationship CommitteeThe stakeholders relationship committee comprises ofa) Mr Udai Bhan Singh ndash Chairperson (Independent Director)b) Mr Anil Kumar Singh ndash Member (Managing Director)c) Mrs Meena Singh ndash Member (Non Executive non-independent director)The Committee looks into the redressal of shareholders investors depositorsand Customer complaints The stakeholders relationship committee met 1time in the year on 07022020Committee for prevention of Sexual Harassment of Women at workplaceThe Members of the Committee for prevention of Sexual Harassment of Womenat workplace of the Company area) Mrs Meena Singh- Chairperson (Non Executive non-independent director)b) Mr AK Singh ndash Member (Managing Director)c) Mr UB Singh- Member (Independent Director)The Committee is authorised to strictly implement Companyrsquos policy forprevention of Sexual Harassment of Women at workplace and take suitabledisciplinary action against erring employee if any The committee met 1 timein the year on 07022020 However no complaint of sexual harassment wasreceived during the yearCertificate under Regulation 34(3) of SEBI Listing RegulationsThe Company has obtained a certificate pursuant to the Regulation 34(3)read with Schedule V of the Listing Regulations from MS Divya Matah andAssociates a firm of Company Secretary in practice confirming that none ofthe Directors are debarred or disqualified from being appointed or continuingas Directors of the Company either by Securities and Exchange Board ofIndia or the Ministry of Corporate Affairs or any other Statutory Authority Thesaid certificate forms part of this repot as lsquoAnnexure D lsquoShareholding of DirectorsThe Shareholding details of the directors as at March 31 2020 are includedin Form MGT-9 forming part of the Directorsrsquo Report Vigil Mechanism Whistle Blower PolicyThe Company believes to conduct its affairs in a fair and transparent mannerby adopting highest standards of professionalism honesty integrity and ethicalbehaviour The Company is committed in developing a culture where it issafe for all the employees to raise concerns about any wrongful conductThe Board has approved the vigil mechanism Whistle Blower policy of theCompany which provides a framework to promote a responsible and securewhistle blowing The Audit Committee oversees the Vigil MechanismParticulars Of Related Party TransactionsThere are no material related party transactions which are not in ordinarycourse of business or which are not on armrsquos length basis and hence thereis no information to be provided as required under Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014

7

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

8

Annual General MeetingsFollowing are details of the Annual General Meetings for the previous threeyears held The AGMs were held at the registered office of the Company at126 kms Barabanki Road Chinhut Lucknow

S No Particulars of Meeting Day and Date Number of SR passed Nature of SR

2018-19 34th Annual General Meeting

Monday 23rd September 2019 1

Appointment of Mr Jai Ram Singh as

Independent Director

2017-18 33rd Annual General Meeting

Wednesday 26th September 2018 1

Increase in remuneration of

Managing Director

2016-17 32nd Annual General Meeting

Thursday 28th September 2017 0 -

Month Open High Low Close No of SharesApr-19 068 068 068 068 536Jun-19 065 068 065 068 8535Jul-19 068 068 068 068 228Aug-19 068 068 059 059 1885Sep-19 059 059 057 057 2725Oct-19 057 059 057 057 2152Nov-19 057 057 057 057 2354Dec-19 055 055 055 055 1358Jan-20 055 055 055 055 210Feb-20 053 053 051 051 3265Mar-20 049 049 049 049 1127

Generally all the resolutions in the AGM are passed through show of handsNone of the Special Resolutions passed at the above Annual General Meetingswere required to be put to vote through Postal Ballot However as requiredthe Company made necessary arrangements of e-voting with NSDL on theoccasion of the Annual General Meeting held on 23092019Market price data

Shareholding of nominal Shareholders Total to Totalvalue of Re1 - held Shares Shares

Number of Total1-5000 4828 9598 3430551 1978945001-10000 106 210 464105 4407810001-50000 63 122 1206730 6961150001-100000 16 031 1222524 70522100001 amp above 17 033 10711390 617895TOTAL 5030 10000 17335300 10000

Depository ServicesFor guidance on Depository services Shareholders may write to the Registrarand Share Transfer Agent or National Securities Depository Limited TradeWorld 4th Floor Kamala Mills Compound Senapati Bapat Marg Lower ParelMumbai-400013 email infonsdlcoin website wwwnsdlcom or CentralDepository Services (India) Limited Marathon Futurex A-Wing 25th FloorNM Joshi Marg Lower Parel Mumbai-400013email investorscdslindiacom website wwwcdslindiacomShare Transfer SystemAs per the directions of SEBI the Company has appointed Ms Beetal Financialamp Computer Services (P) Ltd as Common Agency for Share transfer both inphysical and demat form wef 01042003The Registrar and Share Transfer Agents register share transfers in physicalform within 15-20 days of the receipt of the completed documents Invalidshare transfers were returned within 15 days of receipt All requests fordematerialisation of Shares were processed and confirmations were given tothe respective Depositories ie National Securities Depository Limited andCentral Depository Services (India) Ltd The company also offers transfercum Demat facility simultaneouslyRegistrar amp Share Transfer AgentMs Beetal Financial amp Computer Services (P) LtdBeetal House 3rd Floor 99 MadangirBehind Local Shopping CentreNr Dada Harsukhdas MandirNew Delhi-110 062Ph 011-29961281E-mail beetalrtagmailcom

Distribution Schedule as on March 31 2020

Dematerialisation of Shares amp LiquidityThe Company has entered into agreements with National Securities DepositoryLimited (NSDL) amp Central Depository Services (India) Limited (CDSL) As atMarch 31 2020 77257 percent (13392760 Shares) of the Companyrsquos totalshares were held in dematerialised form while 22743 percent (3942540Shares) were held in physical form

Outstanding GDRsADRsWarrants or any Convertible instrumentsconversionDate impact on Equity NA

Address for CorrespondenceLinaks Microelectronics Ltd Phone 0522-6549493126 km Barabanki RoadChinhat Lucknow-227 105Email linakspcbyahoocomNomination FacilityIndividual Shareholders of physical shares can nominate any person for theshares held by them This will save the nominee from going through the lengthyprocess of getting the shares lateron transmitted to his name Members arerequested to write to the Registrar amp Share Transfer Agents to avail the facilityMeans of CommunicationThe financial results were published in the Hindustan Times in English andHindustan or Sahara in Hindi the vernacular newspaper All materialinformation about the Company is promptly uploaded online to the BSErsquosdesignated portal httplistingbseindiacom the Stock Exchange where theCompanyrsquos Shares are listed and released for dissemination to the public atlarge

Unclaimed DividendsThe Company has no unclaimed dividendTransfer Of Amounts To Investor Education And Protection FundYour Company did not have any funds lying unpaid or unclaimed for a periodof seven years Therefore there were no funds which were required to betransferred to Investor Education and Protection Fund (IEPF)Orders Passed By RegulatorsCourtsTribunalsThere is no such order passed by the RegulatorsCourtsTribunals in respectto the Company during the financial yearDisclosureThe Company entered into no transaction of material nature with the promotersDirectors the management or their relatives that could have had a potentialconflict with the interest of the Company The Register of contracts containingthe transactions in which the Directors are interested is regularly placed beforethe Board There were no pecuniary transactions with the independentnon-executive Directors other than payment for expensesfee for attending BoardMeetings

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry structure amp DevelopmentPCB industry consists of a handful of medium sized units and a number ofsmall-scale units which are mostly independent ie they are not part of anylarge conglomerate excepting a couple of unitsThe units were historically promoted by technocrat entrepreneurs who in theold days received bank finance easily to promote industrial growth Most ofthese units were set up in mid 80rsquos and some of them have ceased to operateThe survivors are those which from time to time have been investing intechnology and capacity Initially the units were manufacturing simple singlesided and double sided PCBs but now there are units like ATampS who aremaking PCBs with 24 layers buried vias 4 mil line and spaces etc In thearea of single sided PCBs we have some units that are now manufacturingflexible circuitsStill on the whole industry is small because the actual demand for PCBs formanufacturing various types of Electronic equipment is still not very large inIndia largely due to screw-driver-kit-assembly nature of the Indian equipmentindustry

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

9

Opportunities amp Threats The industry has a domestic market which initiallywas driven by telecommunication but thanks to the lopsided custom tariffstructure telecom manufacturing has shallowed out resulting in steep declinein PCB demand Although the telecom infrastructure has grown by leaps andbounds but the downstream electronic component demand has not seen anygrowth since all fresh demand for equipment has been met largely throughimports Thus now the domestic requirement is dependent on diversesegments like automation control instrumentation metering and automotiveAutomotive electronics though a massive growth engine can be volatile as itis subject to global business swings in this connected world of automotivebusiness with only a handful of players The gradual easing of custom dutiesis happening on account of India being a signatory to ITA But this threat isalso an opportunity because it applies to the developed countries too whoare still levying duty on Indian importsIn fact India with a low cost technical manpower enjoys tremendous advantageas an export-manufacturing base and especially to the high cost developedcountries of Europe and the US The industry and moreover Linaks shouldleverage this advantage The company is already working towards it as theyhave a clutch of regular and reliable customers in Europe and they are alsoin the process of developing new ones in Eastern Europe and AmericasRisks and Concerns Apart from ongoing impact of COVID-19 pandemicmajor risk the industry faces is of over dependence on one market segmentand the industry in India Linaks included has faced this prospect becausemany a times their fortunes have fluctuated with those of the telecommunicationsectorThen there is always the over riding concern of fast technologicalobsolescence which entails constant drain on resources at times impedingones capability to service onersquos customersOverview On the whole the industry has a lot of promise provided one isable to keep up with the demands of the market placeFinancial performance The financial performance is directly related to thecompanyrsquos ability to remain competitiveResource amp Liquidity Resource position would remain comfortable if thecompany is able to trade profitably and liquidity is the direct function of theaboveThe company has not been able to meet its financial goals because due toextraneous circumstances it went into losses and the rehabilitation packagedrawn under BIFR has also been buffeted by the uncertainty of the marketplaceOutlook The outlook is positive as market-wise we do not see any majorimpediment in re-establishing ourselves Our initial feelers in the PCB marketand also to our old customers has met with encouraging resultsInternal Control System Your Companyrsquos management continuously reviewsthe internal control system and procedures to ensure orderly and efficientconduct of business Your Company adheres to its written corporate policieswith respect to all transactions financial reporting and budgeting to ensurethat all assets are safeguarded and protected against loss from unauthoriseduse or disposition and that transactions are authorised recorded and reportedcorrectlyThe Company regularly conducts internal audits either through external orinternal resources to monitor the effectiveness of internal control in theorganisationAudits are finalised and conducted based on internal risk assessmentSignificant findings are brought to the notice of the Audit Committee of theBoard and corrective measures recommended for implementation Reportsof the internal auditor are also regularly reviewed by the Management andcorrective action initiated to strengthen the controls and enhance theeffectiveness of the existing systemsHuman Resources The Company gives full and fair consideration to allemployees with regard to their particular aptitudes and abilities Trainingcareer development and promotion are as far as practicable considered forall employees according to their skills and abilities The Company consistentlyseeks to recruit develop and employ throughout the organisation suitablyqualified capable and experienced people irrespective of race religion orsex All decisions relating to employment practices are objective free frombias and based solely upon work criteria and individual meritOur development performance and rewards system is linked to organisationperformance The Company strives to provide excellent staff welfare measuresto promote employee satisfaction and thereby attract and retain efficientmanpower Training needs are regularly identified and imparted with the helpof both internal trainers and external professional faculties of repute We

have built team driven organisation where all employees work together tocreate our futureCautionary Statement The statement made in this Report describing theCompanyrsquos projections expectations and estimations may be a forward lookingstatement within the meaning of applicable securities laws and regulationsThese statements are based on certain assumptions and expectations of futureevents Actual results may differ from those expressed or implied in this Reportdue to the influence of external and internal factors which are beyond thecontrol of the Company

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

Annexure AForm No MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31032020

[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 ofthe Companies (Appointment and Remuneration Personnel) Rules 2014]

ToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by LinaksMicro Electronics Limited (hereinafter called the company) Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluatingthe corporate conductsstatutory compliances and expressing my opinionthereonBased on our verification of the Linaks Micro Electronics Limitedrsquos bookspapers minute books forms and returns filed and other records maintainedby the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial auditWe hereby report that in our opinion the company has during the audit periodcovering the financial year ended on 31st March 2020 complied with thestatutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filedand other records maintained by Linaks Micro Electronics Limited (ldquotheCompanyrdquo) for the financial year ended on 31st March 2020 according to theprovisions of(i) The Companies Act 2013 and the Companies Act 1956 (to the extent

applicable) (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules

made thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed

thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations

made thereunder to the extent of Foreign Direct Investment OverseasDirect Investment and External Commercial Borrowings

Not applicable to the company during the Audit Period(v) The following Regulations and Guidelines prescribed under the Securities

and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-(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 2015(c) The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations 2009Not applicable to the company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999Securities And Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

Not applicable to the company during the Audit Period

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

10

(e) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

Not applicable to the company during the Audit Period(f) The Securities and Exchange Board of India (Registrars to an Issue and

Share Transfer Agents) Regulations 1993 regarding the Companies Actand dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009

Not applicable to the company during the Audit Period(h) The Securities and Exchange Board of India (Buyback of Securities)

Regulations 1998Not applicable to the company during the Audit Period

(i) The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

(vi) The other laws as may be applicable specifically to the company are1 The Air (Prevention and Control of Pollution) Act 19812 The Environment (Protection) Act 19863 The Water (Prevention and Control Pollution) Act 19744 Factories Act 19485 Industrial Disputes Act 19476 The Payment of Wages Act 19367 Maternity Benefit Act 19618 The Minimum Wages Act 19489 Employeesrsquo State Insurance Act 194810 The Employeesrsquo Provident Funds and Miscellaneous Provisions Act

195211 The Payment of Bonus Act 196512 The Payment of Gratuity Act 197213 The Industrial Employment (Standing Order) Act 194614 The Sexual Harassment of Women at Workplace (Prevention Prohibition

and Redressal) Act 2013We have also examined compliance with the applicable clauses of thefollowing

(i) Secretarial Standard on Meetings of the Board of Directors and GeneralMeetings issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with Bombay StockExchangeDuring the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etcas mentioned hereinaboveIn respect of other laws specifically applicable to the Company we haverelied on informationrecords produced by the company during the courseof our audit and the reporting is limited to that extent

We further report thatThe Board of Directors of the Company is duly constituted with properbalance of Executive Directors Non-Executive Directors and IndependentDirectors The changes in the composition of the Board of Directorsduring the period under review were carried out in compliance with theprovisions of the ActAdequate notice is given to all directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meetingand for meaningful participation at the meeting Majority decision iscarried through while the dissenting membersrsquo views are captured andrecorded as part of the minutesWe further report that there are adequate systems and processes inthe company commensurate with the size and operations of the companyto monitor and ensure compliance with applicable laws rules regulationsand guidelinesWe further report that during the audit period the company did nothave any specific events actions having a major bearing on thecompanyrsquos affairs in pursuance of the above referred laws rulesregulations guidelines standards etc referred to above

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020This report is to be read with our letter of even date which is annexed asrsquo

Annexure Arsquo and forms an integral part of this report

lsquoANNEXURE ArsquoToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105

Our report of even date is to be read along with this letter

1 Maintenance of secretarial record is the responsibility of the managementof the company Our responsibility is to express an opinion on thesesecretarial records based on our audit

2 We have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contents ofthe Secretarial records The verification was done on test basis to ensurethat correct facts are reflected in secretarial records We believe thatthe processes and practices we followed provide a reasonable basisfor our opinion

3 We have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the company

4 Where ever required we have obtained the Management representationabout the compliance of laws rules and regulations and happening ofevents etc

5 The compliance of the provisions of Corporate and other applicable lawsrules regulations standards is the responsibility of management Ourexamination was limited to the verification of procedures on test basis

6 The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness with whichthe management has conducted the affairs of the company

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020

Annexure BSecretarial compliance report of Linaks Microelectronics Limitedfor the year ended 31st March 2020

IWe have examined(a) all the documents and records made available to us and explanation

provided by Linaks Microelectronics Limited (ldquothe listed entityrdquo)(b) the filings submissions made by the listed entity to the stock exchanges(c) website of the listed entity(d) any other document filing as may be relevant which has been relied

upon to make this certification for the year ended 31032020 (ldquoReviewPeriodrdquo) in respect of compliance with the provisions of

(a) the Securities and Exchange Board of India Act 1992 (ldquoSEBI Actrdquo) andthe Regulations circulars guidelines issued there under and

(b) the Securities Contracts (Regulation) Act 1956 (ldquoSCRArdquo) rules madethere under and the Regulations circulars guidelines issued there underby the Securities and Exchange Board of India (ldquoSEBIrdquo)The specific Regulations whose provisions and the circulars guidelinesissued there under have been examined include-

a) Securit ies and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

b) Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018

c) Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations 2011

d) Securities and Exchange Board of India (Buyback of Securities)Regulations 2018

e) Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

f) Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations2013

h) Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 and circulars guidelines issued there under andbased on the above examination IWe hereby report that during theReview Period

a) The l isted enti ty has complied w ith the provisions of the aboveRegulations and circulars guidelines issued there under except inrespect of matters specified below-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

11

SrNo Compliance Requirement Deviations Observations (Regulations circulars Remarks of the guidelines including specific Practicing clause) Company Secretary NA NA NA

(b) The listed entity has maintained proper records under the provisions ofthe above Regulations and circulars guidelines issued there under inso far as it appears from myour examination of those records

(c) The following are the details of actions taken against the listed entity itspromoters directors material subsidiaries either by SEBI or by StockExchanges (including under the Standard Operating Procedures issuedby SEBI through various circulars) under the aforesaid Acts Regulationsand circulars guidelines issued there under

Sr No Action taken by Details of

violation

Details of action taken Eg fines warning letter

debarment etc

Observations remarks of the

Practicing Company

Secretary if NA NA NA NA

(d) The listed entity has taken the following actions to comply with theobservations made in previous reports

Sr No Observations of the Practicing

Company Secretary in the previous reports

Observations made in the secretarial compliance

report for the year Ended 31032019

Actions taken by the listed entity

if any

Comments of the Practicing Company Secretary on the actions taken by the listed entity

NA NA NA NA

Divya MatahProprietorDivya Matah amp AssociatesCompany SecretariesM No ndash 31186 CP - 11719Date 26062020Place Lucknow

Annexure C

FORM NO MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31032020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014I REGISTRATION amp OTHER DETAILS

1 CIN L32101UP1986PLC007841 2 Registration Date 11041986 3 Name of the Company LINAKS MICRO ELECTRONICS LIMITED 4 CategorySub-category of the Company Company limited by shares Non-Government Company

5 Address of the Registered office amp contact details

126 KM BARABANKI ROAD CHINHAT LUCKNOW UTTAR PRADESH INDIA - 227105

6 Whether listed company Yes

7 Name Address and Contact Details of the Registrar and Transfer Agent if any

MS Beetal Financial and Computer Services (P) Ltd Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre Dada Harsukhdas Mandir New Delhi- 110062

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 or more of the total turnover of the company shall be stated)

S No Name and Description of main products services NIC Code of the Productservice to total turnover of the company

1 Printed Circuit Board 32 100

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

12

III SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

13

B) Shareholding of Promoter-

Sl No Shareholderrsquos Name Shareholding at the

beginning of the year 31-03-2019 Shareholding at the end of the year-

31-03-2020

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

change in share holding

during the year

1 ANIL KUMAR SINGH ALSPS0283Q 5425500 312974

0 5425500 312974 0 0

2 ATUL KUMAR SINGH ADPPS6741L

93000

05365 0 93000 05365

0 0

3 BHANU PRATAP SINGH ANPPS2821R 60000 03461

0 60000 03461 0 0

4 GAUTAM SINGH ASWPS4298Q 132240

07628

0 132240 07628 0

0

5 HIMANSHU MOHAN SINGH 10800 00623 0 10800 00623 0 0

6 MANVI SINGH DEO ALGPS8666M 504476 29101 0

504476 29101 0 0

7 MEENA SINGH BCFPS4716M 1420880 81965 0 1420880 81965 0 0

8 NAMITA SINGH AEHPS7933M 448300

25861

0 448300 25861 0

0

9 RAJENDRA KUMAR MEHRA ADVPM5557C

7800

00450 0 7800 00450 0 0

10 RAJESH P SINGH 400

00023

0 400 00023 0

0

11 RAJESH PRASAD SINGH 132900

07666 0 132900 07666 0 0

12 SHOBHA SINGH AUZPS5187P 80000 04615 0 80000 04615 0 0

13 SIDDHARTH SINGH AKWPS0843H

74800

04315 0 74800

04315

0 0

14 SARLA SINGH ABIPS0818D 146260

08437 0 146260 08437 0 0

15 UDAYAN SINGH AWEPS7645F 102700

05924 0 102700 05924 0 0

16 USHA KIRAN AHAPK5385K 75000

04326 0 75000 04326 0 0

17 VIJAY SINGH 103000

05942 0 103000 05942 0 0

18 HARSH SINGH TRUST AABTH1990F (Transmitted from Harsh Singh)

262500 1514 0 262500 1514 0 0

Total 9080556 523819 0 9080556 523819 0 0

C) Change in Promotersrsquo Shareholding (please specify if there is no change)

SNo Name of the shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year

Nos of shares of total share of the Company

Nos of shares

of total share of the Company

1 At the beginning of the year 9080556 523819 9080556 523819

Date wise increase Decrease in promoters shareholding during the year specifying the reason for increase decrease (eg allotment transfer bonus sweat equity etc)

NA NA NA NA

At The End Of The Year 9080556 523819 9080556 523819

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

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  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

3

open the attachment ie a pdf file Open the pdf file The password toopen the pdf file is your 8 digit client ID for NSDL account last 8 digits ofclient ID for CDSL account or folio number for shares held in physicalform The pdf file contains your lsquoUser IDrsquo and your lsquoinitial passwordrsquo

ii If your email ID is not registered please follow steps mentioned belowin process for those shareholders whose email ids are not registered

ii If you are unable to retrieve or have not received the ldquoInitial passwordrdquoor have forgotten your password

a) Click on ldquoForgot User DetailsPasswordrdquo (If you are holding shares inyour demat account w ith NSDL or CDSL) option available onwwwevotingnsdlcom

b) Physical User Reset Passwordrdquo (If you are holding shares in physicalmode) option available on wwwevotingnsdlcom

c) If you are still unable to get the password by aforesaid two options youcan send a request at evotingnsdlcoin mentioning your demat accountnumberfolio number your PAN your name and your registered address

d) Members can also use the OTP (One Time Password) based login forcasting the votes on the e-Voting system of NSDLAfter entering your password tick on Agree to ldquoTerms and Conditionsrdquoby selecting on the check box

iii Now you will have to click on ldquoLoginrdquo buttoniv After you click on the ldquoLoginrdquo button Home page of e-Voting will openDetails on Step 2 are given belowHow to cast your vote electronically on NSDL e-Voting systemi After successful login at Step 1 you will be able to see the Home page

of e-Voting Click on e-voting Then click on Active Voting Cyclesii After click on Active Voting Cycles you will be able to see all the

companies ldquoEVENrdquo in which you are holding shares and whose votingcycle is in active status

iii Select ldquoEVENrdquo of company for which you wish to cast your voteiv Now you are ready for e-Voting as the Voting page opensv Cast your vote by selecting appropriate options ie assent or dissent

verifymodify the number of shares for which you wish to cast your voteand click on ldquoSubmitrdquo and also ldquoConfirmrdquo when prompted

vi Upon confirmation the message ldquoVote cast successfullyrdquo will bedisplayed

vii You can also take the printout of the votes cast by you by clicking on theprint option on the confirmation page

viii Once you confirm your vote on the resolution you will not be allowed tomodify your vote

General Guidelines for shareholders1 Institutional shareholders (ie other than individuals HUF NRI etc) are

required to send scanned copy (PDFJPG Format) of the relevant BoardResolution Authority letter etc with attested specimen signature of theduly authorized s ignatory(ies) who are authorized to vote to theScrutinizer by e-mail to divyamatahgmailcom with a copy marked toevotingnsdlcoin

2 It is strongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential Loginto the e-voting website will be disabled upon five unsuccessful attemptsto key in the correct password In such an event you will need to gothrough the ldquoForgot User DetailsPasswordrdquo or ldquoPhysical User ResetPasswordrdquo option available on wwwevotingnsdlcom to reset thepassword

3 In case of any queries you may refer the Frequently Asked Questions(FAQs) for Shareholders and e-voting user manual for Shareholdersavailable at the download section of wwwevotingnsdlcom or call ontoll free no 1800-222-990 or send a request at evotingnsdlcoin orcontact Ms Pallavi Mhatre Manager or Ms Soni Singh Asst ManagerNational Securities Depository Limited Trade World lsquoArsquo Wing 4th FloorKamala Mills Compound Senapati Bapat Marg Lower Parel Mumbai ndash400 013 at the designated emai l id ndash evotingnsdlcoin orpallavidnsdlcoin or SoniSnsdlcoin or at telephone nos- +91 2224994545 +91 22 24994559 who will also address the grievancesconnected with the voting by electronic meansProcess for those shareholders whose email ids are not registeredwith the depositories for procuring user id and password and

registration of e mail ids for e-voting for the resolutions set out inthis notice

1 In case shares are held in physical mode please provide Folio No Nameof shareholder scanned copy of the share certificate (front and back)PAN (self attested scanned copy of PAN card) AADHAR (self attestedscanned copy of Aadhar Card) by email to beetalrtagmailcom orlinakspcbyahoocom

2 In case shares are held in demat mode please provide DPID-CLID (16digit DPID + CLID or 16 digit beneficiary ID) Name client master orcopy of Consolidated Account statement PAN (self attested scannedcopy of PAN card) AADHAR (self attested scanned copy of Aadhar Card)to evotingnsdlcoin or linakspcbyahoocom or beetalrtagmailcomTHE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAYOF THE AGM ARE AS UNDER-

1 The procedure for e-Voting on the day of the AGM is same as theinstructions mentioned above for remote e-voting

2 Only those Members shareholders who will be present in the AGMthrough VCOAVM facili ty and have not casted their vote on theResolutions through remote e-Voting and are otherwise not barred fromdoing so shall be eligible to vote through e-Voting system in the AGM

3 Members who have voted through Remote e-Voting will be eligible toattend the AGM However they will not be eligible to vote at the AGM

4 The details of the person who may be contacted for any grievancesconnected with the facility for e-Voting on the day of the AGM shall bethe same person mentioned for Remote e-votingINSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGMTHROUGH VCOAVM ARE AS UNDER

1 Member will be provided with a facility to attend the AGM through VCOAVM through the NSDL e-Voting system Members may access thesame at httpswwwevotingnsdlcom under shareholdersmembers loginby using the remote e-voting credentials The link for VCOAVM will beavailable in shareholdermembers login where the EVEN of Companywill be displayed Please note that the members who do not have theUser ID and Password for e-Voting or have forgotten the User ID andPassword may retrieve the same by following the remote e-Votinginstructions mentioned in the notice to avoid last minute rush Furthermembers can also use the OTP based login for logging into the e-Votingsystem of NSDL

2 Members are encouraged to join the Meeting through Laptops for betterexperience

3 Further Members will be required to allow Camera and use Internet witha good speed to avoid any disturbance during the meeting

4 Please note that Participants Connecting from Mobile Devices or Tabletsor through Laptop connecting via Mobile Hotspot may experience AudioVideo loss due to Fluctuation in their respective network It is thereforerecommended to use Stable Wi-Fi or LAN Connection to mitigate anykind of aforesaid glitches

5 Shareholders who would like to express their viewsask questions duringthe meeting may register themselves as a speaker may send their requestmentioning their name demat account numberfolio number email idmobile number at linakspcbyahoocom

6 Shareholders who would like to express their viewshave questions maysend their questions in advance mentioning their name demat accountnumberfolio number email id mobile number at linakspcbyahoocomThe same will be replied by the company suitably

7 Those shareholders who have registered themselves as a speaker willonly be allowed to express their viewsask questions during the meetingThe Company reserves the right to restrict the number of speakersdepending on the availability of time for the AGM

8 Members who need assistance before or during the AGM can contactNSDL on evotingnsdlcoin 1800-222-990

By the Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THECOMPANIES ACT 2013

and reg 17(11) of SEBI (LODR) (AMENDMENT) REGULATIONS 2018Item no 4Mr Anil Kumar Singh who is one of the promoter Directors and also thecontinuing Managing Director of the Company has to be reappointed as theManaging Director of the Company on the recommendation of the remunerationCommittee for a term of 05 years wef 01122020 on the terms and conditionsand remuneration as set out in the notice As Mr Anil Kumar Singh hasattained the age of 70 years prior consentapproval of the shareholders byway of passing special resolutions is required Hence this resolutionMr Anil Kumar Singh and Mrs Meena Singh being relatives would be deemedconcerned in this resolution Accordingly the directors recommend the specialresolution in relation to appointment of Mr Anil Kumar Singh as ManagingDirector for approval of the shareholders as set out in Item-4 of this NoticeItem no 5Mr Ram Chandra Gaur was appointed as an Independent Director at theAGM held on 30092015 till the conclusion of the 35th AGM to comply withthe provisions of Section 149 and Companies (Appointment and Qualificationof Directors) Rules 2014 and other applicable provisions and Clause 49 ofthe Listing Agreement amended up to the date The term of office of Directorof Mr Ram Chandra Gaur would expire at the end of this Annual GeneralMeeting as Independent Director Keeping in view the statutory requirementof appointing Independent Director the Board recommend passing of thisresolution Except Mr Ram Chandra Gaur none of other Directors would bedeemed concerned in this resolution

Name of persons of Promoter Group Folio No No of Shares Himanshu Mohan Singh 0023 10800 Rajendra Kumar Mehra 0008 7800 Rajesh P Singh 6989 400 Rajesh Prasad Singh 0013 132900 Vijay Singh 0034 103000 Harsh Singh Trust 9433 262500 517400

Accordingly consentapproval of the Company is required to authorise Boardof Directors of the Company to submit necessary application to StockExchange Mumbai or any other appropriate authority for seeking the aboveapproval for reclassification of the PromotersPromoters Group excluding theholding of above shareholdersNone of the Directors or their relatives Key Managerial Personnel or theirrelatives are in any way concerned or interested financially or otherwise inthe proposed Resolution

By Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

Item no 6Reg 31(2) of SEBI (LODR) Regulations 2015 require for holding 100 ofthe promoters shares in dematerialized form However following persons ofPromoter group holding 517400 equity shares of Re1- each (570 of totalpromoterspromoters group holding and 299 of total equity share capital ofthe Company) belonging to Promoters Group not cooperating to comply withthe provisions of Reg 31(2) of SEBI (LODR) Regulations 2015

Appendix ndashAThe details of the Directors retire by rotation and seeking re-appointment and being appointed as MD or Independent Director-

Sr No

Name of the Director

Qualifi- cation

Directorship of Other Companies

Committee position held in other companies

Professional expertise

Nos of shares held Relationship between directors

interse

1 Mr Anil Kumar Singh (DIN-00225518)

BTech PGDBA

Vindhyachal Finlease Pvt Ltd (CIN U65929DL1996PTC079905)

NIL

Has experience in management and leadership skills for heading the Company forward

5425500 Nos of Equity shares

Related with Mrs Meena Singh (Director)

2 Mr Ram Chandra Gaur (DIN-02317264)

BTech

Naturesfeast amp Health Food Pvt Ltd (CIN U15122UP2011PTC043463) Progressive Development Initiatives (CIN U74120UP2014NPL066644)

NIL

Has experience in management and leadership skills as an Independent Director

NIL Nos of Equity shares

Not related to any Director of the Company

By the Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

BOARDSrsquo REPORT

ToThe MembersLINAKS MICROELECTRONICS LIMITED

Your Directors present the Thirty Fifth Boardsrsquo Report of the Company togetherwith Audited Financial Statements of your company for the financial yearended 31st March 20201 FINANCIAL RESULTS

(Amount in Thousand Rs)Year ended Year ended31032020 31032019

(a) Turnover (including Other Income) 4674 6922(b) Net ProfitLoss (before depreciation and tax) -4984 -6419Depreciation 1564 1564(c) Net Profit(Loss) before extraordinary items -6548 -7983Extraordinary items - -(d) Net Profit(Loss) before tax -6548 -7983Provision for Tax (including for deferred tax) 0 0(d) Net Profit(Loss) after tax -6548 -7983

2 BRIEF DESCRIPTION OF THE COMPANYrsquoS WORKING DURING THEYEARThe Directors concluded the last yearrsquos Directorrsquos Report with thewords In the coming year we do not foresee any significant impedimentin ramping up our sales to break-even level and beyond

We could not have been more off the mark Anything that could go wrongdid go so in the year under review - Market Payments Legal Shocks onthe Real Estate Development front Employee churn and what have youThe market of indigenously made LED lights which had been reelingunder severe headwinds from cheap Chinese imports suffered a doublewhammy by the virtual collapse of the payment cycle from theMunicipalities and Town Areas causing a massive cash crunch Municipalfunds for LED switchover are heavily dependent on GovernmentSubsidies under Govt of Indiarsquos SLNP initiative But SLNP funds of lateare virtually down to trickles The demand kept going south and paymentswent from bad to worseThe mounting expenditure on multiple litigations on the salvaging ofReal Estate venture further hamstrung our liquidity The fraudulentbehaviour of the Developer who has since vanished the tagging of ourCorporate Guarantee in the suit filed by the Syndicate Bank in NCLT

4

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

5

our criminal case against the Developerrsquos and the Bank countersuit inthe DRT and civil litigation have all taken their toll on the Companyrsquosways and means Being the main aggrieved party we had banked heavilyon the Legal route for resolution in a reasonable time Looking back allof it appears a distant dream Here we are six months into the next yearand there is zero progress who could have imagined the scourge ofCOVID 19With the COVID Lockdown from March 22 2020 the way ahead is avirtual minefield and what roadmap could you chart except to stay putin a state of suspended animation Employee morale has taken a hitCustomers have gone in their shell and those who owe us money are indeep slumber and incommunicadoThe uncertainty is interminable So much so that the misery of uncertaintyis worse than the certainty of miseryThere is darkness all around but in the midst of darkness light persistsThere is no slackening in our relentless pursuit to tide over the currentgloom and doom and team Linaks is gung-ho and even this would pass

3 SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIESThe Company does not have any Subsidiary Joint venture or AssociateCompany

4 DIVIDEND amp RESERVESIn view of losses during the year under review no dividend pay-out isbeing recommended and accordingly no question of appropriation ofreserves arise

5 SHARE CAPITALThe paid up share capital of the company as at 31st March 2020 remainedat Rs 49535300 During the period under report your company hasnot issued any shares including Sweat Equity ESOP Bonus andorConvertible Debentures

6 DEPOSITSThe Company has neither accepted nor renewed any deposits duringthe year under review

7 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADEUNDER SECTION 186 OF THE COMPANIES ACT 2013There was no loans guarantees or investments made by the Companyunder Section 186 of the Companies Act 2013 during the year underreview and hence the said provision is not applicable

8 MATERIAL CHANGES amp COMMITMENTSExcept the effect of overall impact of COVID-19 on the economy of wholeworld there has been no material changes and Commitment affectingthe financial position of the Company which have occurred between theend of the financial year of the Company to which the financial statementsrelate and date of the Report

9 RISK MANAGEMENT POLICY OF THE COMPANYThe Company does not have any Risk Management Policy as theCompany is still in its rehabili tation However the Company hasintroduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworksand processes to drive a common integrated view of risks optimal riskmitigation responses and efficient management of internal control andassurance activities

10 HUMAN RESOURCE DEVELOPMENTAt LINAKS human resource development is considered vital for effectiveimplementation of business plans Constant endeavours are being madeto offer professional growth opportunities and recognition Your Companytreats its ldquohuman resourcesrdquo as one of its most important assets YourCompany continuously invests in attraction retention and developmentof talent on an ongoing basis A number of programs that provide focusedpeople attention are currently underway Your Company thrust is on thepromotion of talent internally through job rotation and job enlargement

11 OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013The Company is an equal opportunity employer and consciously strivesto build a work culture that promotes dignity of all employees As requiredunder the provisions of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rulesframed thereunder the Company has implemented a policy on Preventionof Sexual Harassment of Women at Workplace An Internal Committee

has been set up to receive complaints investigate the matter and reportto the management At the beginning of the year there was no complaintpending During the year no complaint was received by the Committeeand hence no complaint was pending at year end

12 AUDITORSStatutory Auditors

At the 32nd Annual General Meeting held on September 28 2017 themembers had appointed Ms Jaiswal Singh amp Co (Firm Registration No011049C) Chartered Accountants Kanpur as Statutory Auditors for ablock period of 05 years beginning from the conclusion of the 32nd AGMtill the conclusion of the 37th AGM subject to them ratifying the saidappointment at every AGM The Company had received confirmationfrom Ms Jaiswal Singh amp Co to the effect that their appointment wouldbe in terms of Section 139 and 141 of the Companies Act 2013 andrules made thereunderThe Statutory Auditors have audited the books of accounts of theCompany for the Financial Year ended on March 31 2020 and haveissued the Auditorsrsquo Report thereon The Statutory Auditors have notmade any adverse comments or given any qualification reservation oradverse remarks or disclaimer in their Audit Report

Secretarial AuditorsPursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company has appointed MS Divya Matahand Associates a firm of Company Secretary in Practice to undertakethe Secretarial Audit of the Company The Report of the Secretarial Auditis annexed herewith as lsquoAnnexure A lsquoto this reportAs required under Regulation 24A of SEBI (LODR) Regulations 2015Ms Divya Matah amp Associates Practicing Company SecretariesLucknow has reported on the Annual Secretarial Compliances of theCompany for the year ended on 31st March 2020 The report is uploadedto the Stock Exchange The said report has been provided underlsquoAnnexure-Brsquo of the Directorsrsquo ReportThe Secretarial Auditor has not made any adverse comments or givenany qualification reservation or adverse remarks or disclaimer in theirAudit Report and Compliance Report

13 DIRECTORS AND KEY MANAGERIAL PERSONNELIn accordance with provision of the Companies Act 2013 Mr Anil KumarSingh Managing Director of the Company is liable to retire by rotationat the ensuing AGM and is eligible for his reappointmentNecessary resolutions for the reappointment of the aforesaid directorand the detailed profile has been included in the notice convening theannual general meetingThere has been no change in the Board of Directors of the Companyduring the Financial Year 2019-20 All the directors of the company haveconfirmed that they are not disqualified from being appointed as directorsin terms of Section 164 of the Companies Act 2013Furthermore Ms Deepti Bammi (ACS No A57019) was appointed asthe Company Secretary of the Company wef February 4 2019 but sheresigned from the job as on January 14 2020 due to some of her personalreasonsIn order to comply with the mandatory requirement of recruiting aCompany Secretary and Compliance Officer in a Listed company thecompany appointed Ms Priya Gupta an Associate Member of TheInstitute of Company Secretaries of India (ACS No A55368) as theCompany Secretary and Compliance Officer of the Company pursuantto Section 203 of the Companies Act 2013 and Rule 8 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014wef June 10 2020With respect to mandatory requirement for appointment of Chief FinancialOfficer in a Listed Company Mr Girish Chandra Jha being a commercegraduate and holding around 30 years of working experience has beenappointed as the CFO of the Company wef April 2 2019

14 MANAGERIALEMPLOYEES REMUNERATIONA) Details of the ratio of the remuneration of each director to the median

employeersquos remuneration and other details as required pursuant to Rule5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 cannot be worked out as the process ofrecruitment of staff has not yet completed The skeletal staff with whichthe Company is presently working are mainly on part time basis

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

6

B) As required pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company didnot have any employee drawing a remuneration of Rs 6000 lacs pa ifemployed throughout the year or Rs500 lacs pm if employed for apart of the said year under review Moreover there was no employeeemployed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case maybe at a rate which in the aggregate is in excess of that drawn by themanaging director or whole-time director or manager and holds by himselfor along with his spouse and dependent children not less than twopercent of the equity shares of the company

C) None of the Managing Director or Whole-time Director of the Companywas in receipt of any commission from the Company Moreover as theCompany did not have any holding or subsidiary Company the questionof receiving commission by them from such Company also does notarise

15 DIRECTORSrsquo RESPONSIBILITY STATEMENTIn accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submit its responsibility Statement

(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating tomaterial departures

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of thecompany for that period

(c) the directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) the directors had prepared the annual accounts on a going concern basisand

(e) the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate andwere operating effectively

(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequateand operating effectively

16 CORPORATE SOCIAL RESPONSIBILITY INITIATIVESIn view of losses the Company has not developed and implementedany Corporate Social Responsibility initiatives as the said provisionsare not applicable

17 EXTRACT OF ANNUAL RETURN (FORM MGT-9)As per the requirements of Section 92(3) and 134(3)(a) of the Act andRules made thereunder the extract of the Annual Return for the FY2019-20 is given in lsquoAnnexure C lsquo in the prescribed Form MGT-9 whichis a part of this report

18 MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORTOF DIRECTORS ON CORPORATE GOVERNANCEYour Company has already implemented the requirement of Regulation27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ie Corporate Governance As required a ManagementDiscussion and Analysis Report and Directorsrsquo Report as well as AuditorsrsquoCertificate on Corporate Governance are given alongwith this report

19 ACKNOWLEDGEMENTYour Directors wish to place on record their appreciation for the co-operation and support extended by the Shareholders various authoritiesbanks dealers and vendorsThe Directors also acknowledge with gratitude the dedicated efforts andvaluable contribution made by all the employees of the Company

By order of the Board

Date 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

DIRECTORSrsquo REPORT ON CORPORATE GOVERNANCEPhilosophyLinaks upholds its standing at the forefront of Corporate Governance bestpractices Linaks envisages the attainment of the highest levels oftransparency accountability and ethics in all facets of its operations It hasbeen committed to the principles of transparency integrity accountability andresponsibility The Company takes feedback into account on its periodicreviews of the guidelines to ensure their continuing relevance effectivenessand responsiveness to the needs of its investors Linaks considers that all itsoperations and actions must serve the underlying goal of increasing employeeand customer satisfaction and enhancing overall Shareholder valueBoard of DirectorsThe Company has combination of executive and non-executive Directors withnon-executive Directors constituting more than 50 per cent of the Board Asper the Listing Agreement lsquoIndependentrsquo or Non-Executive Directors havebeen defined as directors who apart from receiving Directors remunerationdo not have any other material pecuniary relationship or transactions withthe Company its promoters its management or its subsidiaries which in thejudgment of the Board may affect independence of judgment of the DirectorsIndependent Directors play an important role in deliberations at the BoardMeetings and the Company benefits from their expertise in achieving itsstrategic direction The Directors bring to the Board a wide range of experienceand skills The Board is constituted as under

Only Audit Committee Investorsrsquo Grievance Committee Nomination andRemuneration Committee and Committee for Prevention of Sexual Harassmentof Women at workplace are considered for the purpose of Committee positionsas per listing AgreementResponsibilitiesThe Board of Directors represent the interests of the Companyrsquos shareholdersin optimising long-term value by providing the management with guidanceand strategic direction on the Shareholderrsquos behalf The Boardrsquos mandate isto oversee the Companyrsquos strategic decision review corporate performanceauthorise and monitor strategic investments ensure regulatory complianceand safeguard interests of Shareholders Board members ensure that theirother responsibilities do not impinge on their responsibility as a Director ofLinaksRole of Independent DirectorsIndependent Directors play an important role in deliberations at the boardmeetings and bring to the company their wide experience in the field of financeaccountancy law etc The wide knowledge of both their field of knowledgeand boardroom practices help foster unbiased independent and experiencedprospectiveAppointment of Independent DirectorsThe Company has 3 Independent directors on its BoardThe Current independent director on Board are Mr Udai Bhan Singh MrRam Chandra Gaur and Mr Jai Ram Singh None of the Independent directorsare liable to retire by rotationAll Independent Directors of the Company at the time of their first appointmentto the Board and thereafter at the first meeting of the Board in every FinancialYear give a declaration that they meet with the criteria of Independence asprovided under Section 149 of the Companies Act 2013 and SEBI (LODR)Regulations 2015Board EvaluationPursuant to the provisions of the Companies Act 2013 and Regulation 17 ofthe Listing Regulations the Board has carried out an annual performanceevaluation of its Independent Directors and the Independent Directors alsoevaluated the performance of the Non- Independent Directors The Board ofDirectors expressed their satisfaction with the evaluation process The Boardof Directors also evaluated the functioning performance of Audit CommitteeStakeholders Relationship Committee Nomination amp RemunerationCommittee CSR Committee and expressed satisfaction with their functioningperformance

SNo DIRECTORS DIN NOOF DIRECTORSHIP

NO OF COMMITTEES

CATEGORY OF DIRECTOR

1 Mr Anil Kumar Singh 00225518 0 3 Member Managing Director 2 Mrs Meena Singh 02775239 0 1 Chairperson

1 Member Non Executive Non-Independent Director

3 Mr Udai Bhan Singh 06650869 0 2 Chairperson 2 Member

Independent Director

4 Mr Ram Chandra Gaur 02317264 2 2 Member Independent Director

5 Mr Jai Ram Singh 08356669 0 1 Chairperson Independent Director

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDBoard MeetingsThe meetings of the Board are generally held at the Registered office of thecompany Meetings are generally scheduled well in advance The Board meetsat least once a quarter to review the quarterly performance and the financialresults of the companyThe Company Secretary in consultation with the Managing Director preparesthe detailed agenda of the Board Meetings The Board papers are circulatedto the directors in advanceDuring the financial year 2019-20 the Board of Directors of the Companyduly met Six (6) times The intervening gap between the two meetings waswithin the period as prescribed under the Companies Act 2013The attendance of each director at the Board Meetings and at last AGM is asunder

Directors No Of board meetings attended Attendance At The34 th AGM

Mr Anil Kumar Singh 6 Yes

Mrs Meena Singh 6 Yes

Mr Udai Bhan Singh 6 Yes

Mr Ram Chandra Gaur 4 No

Mr Jai Ram Singh 6 No

Board CommitteesTo enable better and more focused attention on the affairs of the Companythe Board delegates particular matters to Committees of the Board set up forthe purpose These Committees prepare the groundwork for decision-makingand report at the subsequent Board MeetingThe Board is assisted by various committees- Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee ANDCommittee for Prevention of Sexual Harassment of Women at workplaceAudit CommitteeThe Audit Committee is constituted in accordance with the provisions ofRegulation 18 of SEBI (LODR) Regulations 2015 and Section 177 of theCompanies Act 2013 The Audit Committee comprises of

a Mr Ram Chandra Gaur ndash Member (Independent Director)b Mr Udai Bhan Singh ndash Chairperson (Independent Director)c Mr Anil Kumar Singh ndash Member (Managing Director)

The meetings of the audit committee are scheduled well in advance Theaudit committee met 4 times during the year under review on 2905201907082019 11112019 and 07022020 The Committee reviewed thequarterlyannual financial statements before submission to the Board forapprovalThe Committee reviews the report of the internal auditors and statutory auditorsalong with the comments and corrective actions taken by the ManagementThe committee also reviews the Asset- liability management systemNomination amp Remuneration CommitteeThe Companyrsquos Nomination amp Remuneration Committee consists of followingDirectors namely

a) Mr RC Gaur ndashMember (Independent Director)b) Mr Jai Ram Singh ndashChairperson (Independent director)c) Mr Udai Bhan Singh ndash Member (Independent Director)

The salary of the ManagingWhole-time Directors is recommended by theRemuneration Committee and approved by the Board No remuneration ispaid to the Non-Executive DirectorsThe powers role and terms of reference of the Nomination and RemunerationCommittee covers the areas as contemplated under SEBI (LODR) Regulations2015 Section 178 of the Companies Act 2013 and Rules made thereunderThe role of the Nomination and Remuneration Committee inter alia includesformulation of criteria of determining qualifications positive attributes andindependence of a director and recommendation to the Board of theremuneration policy formulation of criteria for evaluation of the IndependentDirectors and the Board devising a policy on Board Diversity and identificationof persons who are qualified to become directors and who may be appointedin senior management in accordance with criteria laid down and recommendto the Board their appointment and removalDuring the year the Nomination and Remuneration Committee met 2 Timeson 02042019 and 07022020

Remuneration PolicyThe Company has on the recommendation of the Nomination amp RemunerationCommittee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration This policy enablesto attract and maintain talented and motivated executives so as to encourageenhanced performance of the Company The remuneration policy envisagesa clear relationship between performance and remuneration including theremuneration paid and overall corporate performanceRemuneration paid to DirectorsManagingWhole-time Directors of the Company have been appointed on acontractual basis on the approval of the Shareholders Remuneration packageof Executive Directors is determined by the Remuneration Committee ofDirectors within the permissible limits under the applicable provisions of lawand is approved by Shareholders It comprises salary and other allowancesperquisites as approved by Shareholders Non-Executive Directors have sofar not been paid any remunerationcommission apart from sitting fees Detailsof remuneration to Directors are as follows

Director Relation with Linaks

Sitting fees

Remuneration paid during 010419 - 310320

Salary amp Perquisites Commission Total

Mr Anil K Singh Managing Director NIL 360000 NIL 360000

Stakeholders Relationship CommitteeThe stakeholders relationship committee comprises ofa) Mr Udai Bhan Singh ndash Chairperson (Independent Director)b) Mr Anil Kumar Singh ndash Member (Managing Director)c) Mrs Meena Singh ndash Member (Non Executive non-independent director)The Committee looks into the redressal of shareholders investors depositorsand Customer complaints The stakeholders relationship committee met 1time in the year on 07022020Committee for prevention of Sexual Harassment of Women at workplaceThe Members of the Committee for prevention of Sexual Harassment of Womenat workplace of the Company area) Mrs Meena Singh- Chairperson (Non Executive non-independent director)b) Mr AK Singh ndash Member (Managing Director)c) Mr UB Singh- Member (Independent Director)The Committee is authorised to strictly implement Companyrsquos policy forprevention of Sexual Harassment of Women at workplace and take suitabledisciplinary action against erring employee if any The committee met 1 timein the year on 07022020 However no complaint of sexual harassment wasreceived during the yearCertificate under Regulation 34(3) of SEBI Listing RegulationsThe Company has obtained a certificate pursuant to the Regulation 34(3)read with Schedule V of the Listing Regulations from MS Divya Matah andAssociates a firm of Company Secretary in practice confirming that none ofthe Directors are debarred or disqualified from being appointed or continuingas Directors of the Company either by Securities and Exchange Board ofIndia or the Ministry of Corporate Affairs or any other Statutory Authority Thesaid certificate forms part of this repot as lsquoAnnexure D lsquoShareholding of DirectorsThe Shareholding details of the directors as at March 31 2020 are includedin Form MGT-9 forming part of the Directorsrsquo Report Vigil Mechanism Whistle Blower PolicyThe Company believes to conduct its affairs in a fair and transparent mannerby adopting highest standards of professionalism honesty integrity and ethicalbehaviour The Company is committed in developing a culture where it issafe for all the employees to raise concerns about any wrongful conductThe Board has approved the vigil mechanism Whistle Blower policy of theCompany which provides a framework to promote a responsible and securewhistle blowing The Audit Committee oversees the Vigil MechanismParticulars Of Related Party TransactionsThere are no material related party transactions which are not in ordinarycourse of business or which are not on armrsquos length basis and hence thereis no information to be provided as required under Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014

7

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

8

Annual General MeetingsFollowing are details of the Annual General Meetings for the previous threeyears held The AGMs were held at the registered office of the Company at126 kms Barabanki Road Chinhut Lucknow

S No Particulars of Meeting Day and Date Number of SR passed Nature of SR

2018-19 34th Annual General Meeting

Monday 23rd September 2019 1

Appointment of Mr Jai Ram Singh as

Independent Director

2017-18 33rd Annual General Meeting

Wednesday 26th September 2018 1

Increase in remuneration of

Managing Director

2016-17 32nd Annual General Meeting

Thursday 28th September 2017 0 -

Month Open High Low Close No of SharesApr-19 068 068 068 068 536Jun-19 065 068 065 068 8535Jul-19 068 068 068 068 228Aug-19 068 068 059 059 1885Sep-19 059 059 057 057 2725Oct-19 057 059 057 057 2152Nov-19 057 057 057 057 2354Dec-19 055 055 055 055 1358Jan-20 055 055 055 055 210Feb-20 053 053 051 051 3265Mar-20 049 049 049 049 1127

Generally all the resolutions in the AGM are passed through show of handsNone of the Special Resolutions passed at the above Annual General Meetingswere required to be put to vote through Postal Ballot However as requiredthe Company made necessary arrangements of e-voting with NSDL on theoccasion of the Annual General Meeting held on 23092019Market price data

Shareholding of nominal Shareholders Total to Totalvalue of Re1 - held Shares Shares

Number of Total1-5000 4828 9598 3430551 1978945001-10000 106 210 464105 4407810001-50000 63 122 1206730 6961150001-100000 16 031 1222524 70522100001 amp above 17 033 10711390 617895TOTAL 5030 10000 17335300 10000

Depository ServicesFor guidance on Depository services Shareholders may write to the Registrarand Share Transfer Agent or National Securities Depository Limited TradeWorld 4th Floor Kamala Mills Compound Senapati Bapat Marg Lower ParelMumbai-400013 email infonsdlcoin website wwwnsdlcom or CentralDepository Services (India) Limited Marathon Futurex A-Wing 25th FloorNM Joshi Marg Lower Parel Mumbai-400013email investorscdslindiacom website wwwcdslindiacomShare Transfer SystemAs per the directions of SEBI the Company has appointed Ms Beetal Financialamp Computer Services (P) Ltd as Common Agency for Share transfer both inphysical and demat form wef 01042003The Registrar and Share Transfer Agents register share transfers in physicalform within 15-20 days of the receipt of the completed documents Invalidshare transfers were returned within 15 days of receipt All requests fordematerialisation of Shares were processed and confirmations were given tothe respective Depositories ie National Securities Depository Limited andCentral Depository Services (India) Ltd The company also offers transfercum Demat facility simultaneouslyRegistrar amp Share Transfer AgentMs Beetal Financial amp Computer Services (P) LtdBeetal House 3rd Floor 99 MadangirBehind Local Shopping CentreNr Dada Harsukhdas MandirNew Delhi-110 062Ph 011-29961281E-mail beetalrtagmailcom

Distribution Schedule as on March 31 2020

Dematerialisation of Shares amp LiquidityThe Company has entered into agreements with National Securities DepositoryLimited (NSDL) amp Central Depository Services (India) Limited (CDSL) As atMarch 31 2020 77257 percent (13392760 Shares) of the Companyrsquos totalshares were held in dematerialised form while 22743 percent (3942540Shares) were held in physical form

Outstanding GDRsADRsWarrants or any Convertible instrumentsconversionDate impact on Equity NA

Address for CorrespondenceLinaks Microelectronics Ltd Phone 0522-6549493126 km Barabanki RoadChinhat Lucknow-227 105Email linakspcbyahoocomNomination FacilityIndividual Shareholders of physical shares can nominate any person for theshares held by them This will save the nominee from going through the lengthyprocess of getting the shares lateron transmitted to his name Members arerequested to write to the Registrar amp Share Transfer Agents to avail the facilityMeans of CommunicationThe financial results were published in the Hindustan Times in English andHindustan or Sahara in Hindi the vernacular newspaper All materialinformation about the Company is promptly uploaded online to the BSErsquosdesignated portal httplistingbseindiacom the Stock Exchange where theCompanyrsquos Shares are listed and released for dissemination to the public atlarge

Unclaimed DividendsThe Company has no unclaimed dividendTransfer Of Amounts To Investor Education And Protection FundYour Company did not have any funds lying unpaid or unclaimed for a periodof seven years Therefore there were no funds which were required to betransferred to Investor Education and Protection Fund (IEPF)Orders Passed By RegulatorsCourtsTribunalsThere is no such order passed by the RegulatorsCourtsTribunals in respectto the Company during the financial yearDisclosureThe Company entered into no transaction of material nature with the promotersDirectors the management or their relatives that could have had a potentialconflict with the interest of the Company The Register of contracts containingthe transactions in which the Directors are interested is regularly placed beforethe Board There were no pecuniary transactions with the independentnon-executive Directors other than payment for expensesfee for attending BoardMeetings

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry structure amp DevelopmentPCB industry consists of a handful of medium sized units and a number ofsmall-scale units which are mostly independent ie they are not part of anylarge conglomerate excepting a couple of unitsThe units were historically promoted by technocrat entrepreneurs who in theold days received bank finance easily to promote industrial growth Most ofthese units were set up in mid 80rsquos and some of them have ceased to operateThe survivors are those which from time to time have been investing intechnology and capacity Initially the units were manufacturing simple singlesided and double sided PCBs but now there are units like ATampS who aremaking PCBs with 24 layers buried vias 4 mil line and spaces etc In thearea of single sided PCBs we have some units that are now manufacturingflexible circuitsStill on the whole industry is small because the actual demand for PCBs formanufacturing various types of Electronic equipment is still not very large inIndia largely due to screw-driver-kit-assembly nature of the Indian equipmentindustry

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

9

Opportunities amp Threats The industry has a domestic market which initiallywas driven by telecommunication but thanks to the lopsided custom tariffstructure telecom manufacturing has shallowed out resulting in steep declinein PCB demand Although the telecom infrastructure has grown by leaps andbounds but the downstream electronic component demand has not seen anygrowth since all fresh demand for equipment has been met largely throughimports Thus now the domestic requirement is dependent on diversesegments like automation control instrumentation metering and automotiveAutomotive electronics though a massive growth engine can be volatile as itis subject to global business swings in this connected world of automotivebusiness with only a handful of players The gradual easing of custom dutiesis happening on account of India being a signatory to ITA But this threat isalso an opportunity because it applies to the developed countries too whoare still levying duty on Indian importsIn fact India with a low cost technical manpower enjoys tremendous advantageas an export-manufacturing base and especially to the high cost developedcountries of Europe and the US The industry and moreover Linaks shouldleverage this advantage The company is already working towards it as theyhave a clutch of regular and reliable customers in Europe and they are alsoin the process of developing new ones in Eastern Europe and AmericasRisks and Concerns Apart from ongoing impact of COVID-19 pandemicmajor risk the industry faces is of over dependence on one market segmentand the industry in India Linaks included has faced this prospect becausemany a times their fortunes have fluctuated with those of the telecommunicationsectorThen there is always the over riding concern of fast technologicalobsolescence which entails constant drain on resources at times impedingones capability to service onersquos customersOverview On the whole the industry has a lot of promise provided one isable to keep up with the demands of the market placeFinancial performance The financial performance is directly related to thecompanyrsquos ability to remain competitiveResource amp Liquidity Resource position would remain comfortable if thecompany is able to trade profitably and liquidity is the direct function of theaboveThe company has not been able to meet its financial goals because due toextraneous circumstances it went into losses and the rehabilitation packagedrawn under BIFR has also been buffeted by the uncertainty of the marketplaceOutlook The outlook is positive as market-wise we do not see any majorimpediment in re-establishing ourselves Our initial feelers in the PCB marketand also to our old customers has met with encouraging resultsInternal Control System Your Companyrsquos management continuously reviewsthe internal control system and procedures to ensure orderly and efficientconduct of business Your Company adheres to its written corporate policieswith respect to all transactions financial reporting and budgeting to ensurethat all assets are safeguarded and protected against loss from unauthoriseduse or disposition and that transactions are authorised recorded and reportedcorrectlyThe Company regularly conducts internal audits either through external orinternal resources to monitor the effectiveness of internal control in theorganisationAudits are finalised and conducted based on internal risk assessmentSignificant findings are brought to the notice of the Audit Committee of theBoard and corrective measures recommended for implementation Reportsof the internal auditor are also regularly reviewed by the Management andcorrective action initiated to strengthen the controls and enhance theeffectiveness of the existing systemsHuman Resources The Company gives full and fair consideration to allemployees with regard to their particular aptitudes and abilities Trainingcareer development and promotion are as far as practicable considered forall employees according to their skills and abilities The Company consistentlyseeks to recruit develop and employ throughout the organisation suitablyqualified capable and experienced people irrespective of race religion orsex All decisions relating to employment practices are objective free frombias and based solely upon work criteria and individual meritOur development performance and rewards system is linked to organisationperformance The Company strives to provide excellent staff welfare measuresto promote employee satisfaction and thereby attract and retain efficientmanpower Training needs are regularly identified and imparted with the helpof both internal trainers and external professional faculties of repute We

have built team driven organisation where all employees work together tocreate our futureCautionary Statement The statement made in this Report describing theCompanyrsquos projections expectations and estimations may be a forward lookingstatement within the meaning of applicable securities laws and regulationsThese statements are based on certain assumptions and expectations of futureevents Actual results may differ from those expressed or implied in this Reportdue to the influence of external and internal factors which are beyond thecontrol of the Company

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

Annexure AForm No MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31032020

[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 ofthe Companies (Appointment and Remuneration Personnel) Rules 2014]

ToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by LinaksMicro Electronics Limited (hereinafter called the company) Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluatingthe corporate conductsstatutory compliances and expressing my opinionthereonBased on our verification of the Linaks Micro Electronics Limitedrsquos bookspapers minute books forms and returns filed and other records maintainedby the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial auditWe hereby report that in our opinion the company has during the audit periodcovering the financial year ended on 31st March 2020 complied with thestatutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filedand other records maintained by Linaks Micro Electronics Limited (ldquotheCompanyrdquo) for the financial year ended on 31st March 2020 according to theprovisions of(i) The Companies Act 2013 and the Companies Act 1956 (to the extent

applicable) (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules

made thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed

thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations

made thereunder to the extent of Foreign Direct Investment OverseasDirect Investment and External Commercial Borrowings

Not applicable to the company during the Audit Period(v) The following Regulations and Guidelines prescribed under the Securities

and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-(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 2015(c) The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations 2009Not applicable to the company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999Securities And Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

Not applicable to the company during the Audit Period

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

10

(e) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

Not applicable to the company during the Audit Period(f) The Securities and Exchange Board of India (Registrars to an Issue and

Share Transfer Agents) Regulations 1993 regarding the Companies Actand dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009

Not applicable to the company during the Audit Period(h) The Securities and Exchange Board of India (Buyback of Securities)

Regulations 1998Not applicable to the company during the Audit Period

(i) The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

(vi) The other laws as may be applicable specifically to the company are1 The Air (Prevention and Control of Pollution) Act 19812 The Environment (Protection) Act 19863 The Water (Prevention and Control Pollution) Act 19744 Factories Act 19485 Industrial Disputes Act 19476 The Payment of Wages Act 19367 Maternity Benefit Act 19618 The Minimum Wages Act 19489 Employeesrsquo State Insurance Act 194810 The Employeesrsquo Provident Funds and Miscellaneous Provisions Act

195211 The Payment of Bonus Act 196512 The Payment of Gratuity Act 197213 The Industrial Employment (Standing Order) Act 194614 The Sexual Harassment of Women at Workplace (Prevention Prohibition

and Redressal) Act 2013We have also examined compliance with the applicable clauses of thefollowing

(i) Secretarial Standard on Meetings of the Board of Directors and GeneralMeetings issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with Bombay StockExchangeDuring the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etcas mentioned hereinaboveIn respect of other laws specifically applicable to the Company we haverelied on informationrecords produced by the company during the courseof our audit and the reporting is limited to that extent

We further report thatThe Board of Directors of the Company is duly constituted with properbalance of Executive Directors Non-Executive Directors and IndependentDirectors The changes in the composition of the Board of Directorsduring the period under review were carried out in compliance with theprovisions of the ActAdequate notice is given to all directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meetingand for meaningful participation at the meeting Majority decision iscarried through while the dissenting membersrsquo views are captured andrecorded as part of the minutesWe further report that there are adequate systems and processes inthe company commensurate with the size and operations of the companyto monitor and ensure compliance with applicable laws rules regulationsand guidelinesWe further report that during the audit period the company did nothave any specific events actions having a major bearing on thecompanyrsquos affairs in pursuance of the above referred laws rulesregulations guidelines standards etc referred to above

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020This report is to be read with our letter of even date which is annexed asrsquo

Annexure Arsquo and forms an integral part of this report

lsquoANNEXURE ArsquoToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105

Our report of even date is to be read along with this letter

1 Maintenance of secretarial record is the responsibility of the managementof the company Our responsibility is to express an opinion on thesesecretarial records based on our audit

2 We have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contents ofthe Secretarial records The verification was done on test basis to ensurethat correct facts are reflected in secretarial records We believe thatthe processes and practices we followed provide a reasonable basisfor our opinion

3 We have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the company

4 Where ever required we have obtained the Management representationabout the compliance of laws rules and regulations and happening ofevents etc

5 The compliance of the provisions of Corporate and other applicable lawsrules regulations standards is the responsibility of management Ourexamination was limited to the verification of procedures on test basis

6 The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness with whichthe management has conducted the affairs of the company

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020

Annexure BSecretarial compliance report of Linaks Microelectronics Limitedfor the year ended 31st March 2020

IWe have examined(a) all the documents and records made available to us and explanation

provided by Linaks Microelectronics Limited (ldquothe listed entityrdquo)(b) the filings submissions made by the listed entity to the stock exchanges(c) website of the listed entity(d) any other document filing as may be relevant which has been relied

upon to make this certification for the year ended 31032020 (ldquoReviewPeriodrdquo) in respect of compliance with the provisions of

(a) the Securities and Exchange Board of India Act 1992 (ldquoSEBI Actrdquo) andthe Regulations circulars guidelines issued there under and

(b) the Securities Contracts (Regulation) Act 1956 (ldquoSCRArdquo) rules madethere under and the Regulations circulars guidelines issued there underby the Securities and Exchange Board of India (ldquoSEBIrdquo)The specific Regulations whose provisions and the circulars guidelinesissued there under have been examined include-

a) Securit ies and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

b) Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018

c) Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations 2011

d) Securities and Exchange Board of India (Buyback of Securities)Regulations 2018

e) Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

f) Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations2013

h) Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 and circulars guidelines issued there under andbased on the above examination IWe hereby report that during theReview Period

a) The l isted enti ty has complied w ith the provisions of the aboveRegulations and circulars guidelines issued there under except inrespect of matters specified below-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

11

SrNo Compliance Requirement Deviations Observations (Regulations circulars Remarks of the guidelines including specific Practicing clause) Company Secretary NA NA NA

(b) The listed entity has maintained proper records under the provisions ofthe above Regulations and circulars guidelines issued there under inso far as it appears from myour examination of those records

(c) The following are the details of actions taken against the listed entity itspromoters directors material subsidiaries either by SEBI or by StockExchanges (including under the Standard Operating Procedures issuedby SEBI through various circulars) under the aforesaid Acts Regulationsand circulars guidelines issued there under

Sr No Action taken by Details of

violation

Details of action taken Eg fines warning letter

debarment etc

Observations remarks of the

Practicing Company

Secretary if NA NA NA NA

(d) The listed entity has taken the following actions to comply with theobservations made in previous reports

Sr No Observations of the Practicing

Company Secretary in the previous reports

Observations made in the secretarial compliance

report for the year Ended 31032019

Actions taken by the listed entity

if any

Comments of the Practicing Company Secretary on the actions taken by the listed entity

NA NA NA NA

Divya MatahProprietorDivya Matah amp AssociatesCompany SecretariesM No ndash 31186 CP - 11719Date 26062020Place Lucknow

Annexure C

FORM NO MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31032020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014I REGISTRATION amp OTHER DETAILS

1 CIN L32101UP1986PLC007841 2 Registration Date 11041986 3 Name of the Company LINAKS MICRO ELECTRONICS LIMITED 4 CategorySub-category of the Company Company limited by shares Non-Government Company

5 Address of the Registered office amp contact details

126 KM BARABANKI ROAD CHINHAT LUCKNOW UTTAR PRADESH INDIA - 227105

6 Whether listed company Yes

7 Name Address and Contact Details of the Registrar and Transfer Agent if any

MS Beetal Financial and Computer Services (P) Ltd Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre Dada Harsukhdas Mandir New Delhi- 110062

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 or more of the total turnover of the company shall be stated)

S No Name and Description of main products services NIC Code of the Productservice to total turnover of the company

1 Printed Circuit Board 32 100

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

12

III SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

13

B) Shareholding of Promoter-

Sl No Shareholderrsquos Name Shareholding at the

beginning of the year 31-03-2019 Shareholding at the end of the year-

31-03-2020

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

change in share holding

during the year

1 ANIL KUMAR SINGH ALSPS0283Q 5425500 312974

0 5425500 312974 0 0

2 ATUL KUMAR SINGH ADPPS6741L

93000

05365 0 93000 05365

0 0

3 BHANU PRATAP SINGH ANPPS2821R 60000 03461

0 60000 03461 0 0

4 GAUTAM SINGH ASWPS4298Q 132240

07628

0 132240 07628 0

0

5 HIMANSHU MOHAN SINGH 10800 00623 0 10800 00623 0 0

6 MANVI SINGH DEO ALGPS8666M 504476 29101 0

504476 29101 0 0

7 MEENA SINGH BCFPS4716M 1420880 81965 0 1420880 81965 0 0

8 NAMITA SINGH AEHPS7933M 448300

25861

0 448300 25861 0

0

9 RAJENDRA KUMAR MEHRA ADVPM5557C

7800

00450 0 7800 00450 0 0

10 RAJESH P SINGH 400

00023

0 400 00023 0

0

11 RAJESH PRASAD SINGH 132900

07666 0 132900 07666 0 0

12 SHOBHA SINGH AUZPS5187P 80000 04615 0 80000 04615 0 0

13 SIDDHARTH SINGH AKWPS0843H

74800

04315 0 74800

04315

0 0

14 SARLA SINGH ABIPS0818D 146260

08437 0 146260 08437 0 0

15 UDAYAN SINGH AWEPS7645F 102700

05924 0 102700 05924 0 0

16 USHA KIRAN AHAPK5385K 75000

04326 0 75000 04326 0 0

17 VIJAY SINGH 103000

05942 0 103000 05942 0 0

18 HARSH SINGH TRUST AABTH1990F (Transmitted from Harsh Singh)

262500 1514 0 262500 1514 0 0

Total 9080556 523819 0 9080556 523819 0 0

C) Change in Promotersrsquo Shareholding (please specify if there is no change)

SNo Name of the shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year

Nos of shares of total share of the Company

Nos of shares

of total share of the Company

1 At the beginning of the year 9080556 523819 9080556 523819

Date wise increase Decrease in promoters shareholding during the year specifying the reason for increase decrease (eg allotment transfer bonus sweat equity etc)

NA NA NA NA

At The End Of The Year 9080556 523819 9080556 523819

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

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epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

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Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

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00

00

00

Vehi

cles

00

00

00

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Asse

ts u

nder

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Offi

ce e

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3338

3336

1045

3655

223

178

Asse

ts u

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00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

ited

126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THECOMPANIES ACT 2013

and reg 17(11) of SEBI (LODR) (AMENDMENT) REGULATIONS 2018Item no 4Mr Anil Kumar Singh who is one of the promoter Directors and also thecontinuing Managing Director of the Company has to be reappointed as theManaging Director of the Company on the recommendation of the remunerationCommittee for a term of 05 years wef 01122020 on the terms and conditionsand remuneration as set out in the notice As Mr Anil Kumar Singh hasattained the age of 70 years prior consentapproval of the shareholders byway of passing special resolutions is required Hence this resolutionMr Anil Kumar Singh and Mrs Meena Singh being relatives would be deemedconcerned in this resolution Accordingly the directors recommend the specialresolution in relation to appointment of Mr Anil Kumar Singh as ManagingDirector for approval of the shareholders as set out in Item-4 of this NoticeItem no 5Mr Ram Chandra Gaur was appointed as an Independent Director at theAGM held on 30092015 till the conclusion of the 35th AGM to comply withthe provisions of Section 149 and Companies (Appointment and Qualificationof Directors) Rules 2014 and other applicable provisions and Clause 49 ofthe Listing Agreement amended up to the date The term of office of Directorof Mr Ram Chandra Gaur would expire at the end of this Annual GeneralMeeting as Independent Director Keeping in view the statutory requirementof appointing Independent Director the Board recommend passing of thisresolution Except Mr Ram Chandra Gaur none of other Directors would bedeemed concerned in this resolution

Name of persons of Promoter Group Folio No No of Shares Himanshu Mohan Singh 0023 10800 Rajendra Kumar Mehra 0008 7800 Rajesh P Singh 6989 400 Rajesh Prasad Singh 0013 132900 Vijay Singh 0034 103000 Harsh Singh Trust 9433 262500 517400

Accordingly consentapproval of the Company is required to authorise Boardof Directors of the Company to submit necessary application to StockExchange Mumbai or any other appropriate authority for seeking the aboveapproval for reclassification of the PromotersPromoters Group excluding theholding of above shareholdersNone of the Directors or their relatives Key Managerial Personnel or theirrelatives are in any way concerned or interested financially or otherwise inthe proposed Resolution

By Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

Item no 6Reg 31(2) of SEBI (LODR) Regulations 2015 require for holding 100 ofthe promoters shares in dematerialized form However following persons ofPromoter group holding 517400 equity shares of Re1- each (570 of totalpromoterspromoters group holding and 299 of total equity share capital ofthe Company) belonging to Promoters Group not cooperating to comply withthe provisions of Reg 31(2) of SEBI (LODR) Regulations 2015

Appendix ndashAThe details of the Directors retire by rotation and seeking re-appointment and being appointed as MD or Independent Director-

Sr No

Name of the Director

Qualifi- cation

Directorship of Other Companies

Committee position held in other companies

Professional expertise

Nos of shares held Relationship between directors

interse

1 Mr Anil Kumar Singh (DIN-00225518)

BTech PGDBA

Vindhyachal Finlease Pvt Ltd (CIN U65929DL1996PTC079905)

NIL

Has experience in management and leadership skills for heading the Company forward

5425500 Nos of Equity shares

Related with Mrs Meena Singh (Director)

2 Mr Ram Chandra Gaur (DIN-02317264)

BTech

Naturesfeast amp Health Food Pvt Ltd (CIN U15122UP2011PTC043463) Progressive Development Initiatives (CIN U74120UP2014NPL066644)

NIL

Has experience in management and leadership skills as an Independent Director

NIL Nos of Equity shares

Not related to any Director of the Company

By the Order of the BoardFor Linaks Microelectronics Ltd

Date 08102020 Priya GuptaPlace Lucknow Company Secretary

BOARDSrsquo REPORT

ToThe MembersLINAKS MICROELECTRONICS LIMITED

Your Directors present the Thirty Fifth Boardsrsquo Report of the Company togetherwith Audited Financial Statements of your company for the financial yearended 31st March 20201 FINANCIAL RESULTS

(Amount in Thousand Rs)Year ended Year ended31032020 31032019

(a) Turnover (including Other Income) 4674 6922(b) Net ProfitLoss (before depreciation and tax) -4984 -6419Depreciation 1564 1564(c) Net Profit(Loss) before extraordinary items -6548 -7983Extraordinary items - -(d) Net Profit(Loss) before tax -6548 -7983Provision for Tax (including for deferred tax) 0 0(d) Net Profit(Loss) after tax -6548 -7983

2 BRIEF DESCRIPTION OF THE COMPANYrsquoS WORKING DURING THEYEARThe Directors concluded the last yearrsquos Directorrsquos Report with thewords In the coming year we do not foresee any significant impedimentin ramping up our sales to break-even level and beyond

We could not have been more off the mark Anything that could go wrongdid go so in the year under review - Market Payments Legal Shocks onthe Real Estate Development front Employee churn and what have youThe market of indigenously made LED lights which had been reelingunder severe headwinds from cheap Chinese imports suffered a doublewhammy by the virtual collapse of the payment cycle from theMunicipalities and Town Areas causing a massive cash crunch Municipalfunds for LED switchover are heavily dependent on GovernmentSubsidies under Govt of Indiarsquos SLNP initiative But SLNP funds of lateare virtually down to trickles The demand kept going south and paymentswent from bad to worseThe mounting expenditure on multiple litigations on the salvaging ofReal Estate venture further hamstrung our liquidity The fraudulentbehaviour of the Developer who has since vanished the tagging of ourCorporate Guarantee in the suit filed by the Syndicate Bank in NCLT

4

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

5

our criminal case against the Developerrsquos and the Bank countersuit inthe DRT and civil litigation have all taken their toll on the Companyrsquosways and means Being the main aggrieved party we had banked heavilyon the Legal route for resolution in a reasonable time Looking back allof it appears a distant dream Here we are six months into the next yearand there is zero progress who could have imagined the scourge ofCOVID 19With the COVID Lockdown from March 22 2020 the way ahead is avirtual minefield and what roadmap could you chart except to stay putin a state of suspended animation Employee morale has taken a hitCustomers have gone in their shell and those who owe us money are indeep slumber and incommunicadoThe uncertainty is interminable So much so that the misery of uncertaintyis worse than the certainty of miseryThere is darkness all around but in the midst of darkness light persistsThere is no slackening in our relentless pursuit to tide over the currentgloom and doom and team Linaks is gung-ho and even this would pass

3 SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIESThe Company does not have any Subsidiary Joint venture or AssociateCompany

4 DIVIDEND amp RESERVESIn view of losses during the year under review no dividend pay-out isbeing recommended and accordingly no question of appropriation ofreserves arise

5 SHARE CAPITALThe paid up share capital of the company as at 31st March 2020 remainedat Rs 49535300 During the period under report your company hasnot issued any shares including Sweat Equity ESOP Bonus andorConvertible Debentures

6 DEPOSITSThe Company has neither accepted nor renewed any deposits duringthe year under review

7 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADEUNDER SECTION 186 OF THE COMPANIES ACT 2013There was no loans guarantees or investments made by the Companyunder Section 186 of the Companies Act 2013 during the year underreview and hence the said provision is not applicable

8 MATERIAL CHANGES amp COMMITMENTSExcept the effect of overall impact of COVID-19 on the economy of wholeworld there has been no material changes and Commitment affectingthe financial position of the Company which have occurred between theend of the financial year of the Company to which the financial statementsrelate and date of the Report

9 RISK MANAGEMENT POLICY OF THE COMPANYThe Company does not have any Risk Management Policy as theCompany is still in its rehabili tation However the Company hasintroduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworksand processes to drive a common integrated view of risks optimal riskmitigation responses and efficient management of internal control andassurance activities

10 HUMAN RESOURCE DEVELOPMENTAt LINAKS human resource development is considered vital for effectiveimplementation of business plans Constant endeavours are being madeto offer professional growth opportunities and recognition Your Companytreats its ldquohuman resourcesrdquo as one of its most important assets YourCompany continuously invests in attraction retention and developmentof talent on an ongoing basis A number of programs that provide focusedpeople attention are currently underway Your Company thrust is on thepromotion of talent internally through job rotation and job enlargement

11 OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013The Company is an equal opportunity employer and consciously strivesto build a work culture that promotes dignity of all employees As requiredunder the provisions of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rulesframed thereunder the Company has implemented a policy on Preventionof Sexual Harassment of Women at Workplace An Internal Committee

has been set up to receive complaints investigate the matter and reportto the management At the beginning of the year there was no complaintpending During the year no complaint was received by the Committeeand hence no complaint was pending at year end

12 AUDITORSStatutory Auditors

At the 32nd Annual General Meeting held on September 28 2017 themembers had appointed Ms Jaiswal Singh amp Co (Firm Registration No011049C) Chartered Accountants Kanpur as Statutory Auditors for ablock period of 05 years beginning from the conclusion of the 32nd AGMtill the conclusion of the 37th AGM subject to them ratifying the saidappointment at every AGM The Company had received confirmationfrom Ms Jaiswal Singh amp Co to the effect that their appointment wouldbe in terms of Section 139 and 141 of the Companies Act 2013 andrules made thereunderThe Statutory Auditors have audited the books of accounts of theCompany for the Financial Year ended on March 31 2020 and haveissued the Auditorsrsquo Report thereon The Statutory Auditors have notmade any adverse comments or given any qualification reservation oradverse remarks or disclaimer in their Audit Report

Secretarial AuditorsPursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company has appointed MS Divya Matahand Associates a firm of Company Secretary in Practice to undertakethe Secretarial Audit of the Company The Report of the Secretarial Auditis annexed herewith as lsquoAnnexure A lsquoto this reportAs required under Regulation 24A of SEBI (LODR) Regulations 2015Ms Divya Matah amp Associates Practicing Company SecretariesLucknow has reported on the Annual Secretarial Compliances of theCompany for the year ended on 31st March 2020 The report is uploadedto the Stock Exchange The said report has been provided underlsquoAnnexure-Brsquo of the Directorsrsquo ReportThe Secretarial Auditor has not made any adverse comments or givenany qualification reservation or adverse remarks or disclaimer in theirAudit Report and Compliance Report

13 DIRECTORS AND KEY MANAGERIAL PERSONNELIn accordance with provision of the Companies Act 2013 Mr Anil KumarSingh Managing Director of the Company is liable to retire by rotationat the ensuing AGM and is eligible for his reappointmentNecessary resolutions for the reappointment of the aforesaid directorand the detailed profile has been included in the notice convening theannual general meetingThere has been no change in the Board of Directors of the Companyduring the Financial Year 2019-20 All the directors of the company haveconfirmed that they are not disqualified from being appointed as directorsin terms of Section 164 of the Companies Act 2013Furthermore Ms Deepti Bammi (ACS No A57019) was appointed asthe Company Secretary of the Company wef February 4 2019 but sheresigned from the job as on January 14 2020 due to some of her personalreasonsIn order to comply with the mandatory requirement of recruiting aCompany Secretary and Compliance Officer in a Listed company thecompany appointed Ms Priya Gupta an Associate Member of TheInstitute of Company Secretaries of India (ACS No A55368) as theCompany Secretary and Compliance Officer of the Company pursuantto Section 203 of the Companies Act 2013 and Rule 8 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014wef June 10 2020With respect to mandatory requirement for appointment of Chief FinancialOfficer in a Listed Company Mr Girish Chandra Jha being a commercegraduate and holding around 30 years of working experience has beenappointed as the CFO of the Company wef April 2 2019

14 MANAGERIALEMPLOYEES REMUNERATIONA) Details of the ratio of the remuneration of each director to the median

employeersquos remuneration and other details as required pursuant to Rule5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 cannot be worked out as the process ofrecruitment of staff has not yet completed The skeletal staff with whichthe Company is presently working are mainly on part time basis

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

6

B) As required pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company didnot have any employee drawing a remuneration of Rs 6000 lacs pa ifemployed throughout the year or Rs500 lacs pm if employed for apart of the said year under review Moreover there was no employeeemployed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case maybe at a rate which in the aggregate is in excess of that drawn by themanaging director or whole-time director or manager and holds by himselfor along with his spouse and dependent children not less than twopercent of the equity shares of the company

C) None of the Managing Director or Whole-time Director of the Companywas in receipt of any commission from the Company Moreover as theCompany did not have any holding or subsidiary Company the questionof receiving commission by them from such Company also does notarise

15 DIRECTORSrsquo RESPONSIBILITY STATEMENTIn accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submit its responsibility Statement

(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating tomaterial departures

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of thecompany for that period

(c) the directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) the directors had prepared the annual accounts on a going concern basisand

(e) the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate andwere operating effectively

(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequateand operating effectively

16 CORPORATE SOCIAL RESPONSIBILITY INITIATIVESIn view of losses the Company has not developed and implementedany Corporate Social Responsibility initiatives as the said provisionsare not applicable

17 EXTRACT OF ANNUAL RETURN (FORM MGT-9)As per the requirements of Section 92(3) and 134(3)(a) of the Act andRules made thereunder the extract of the Annual Return for the FY2019-20 is given in lsquoAnnexure C lsquo in the prescribed Form MGT-9 whichis a part of this report

18 MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORTOF DIRECTORS ON CORPORATE GOVERNANCEYour Company has already implemented the requirement of Regulation27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ie Corporate Governance As required a ManagementDiscussion and Analysis Report and Directorsrsquo Report as well as AuditorsrsquoCertificate on Corporate Governance are given alongwith this report

19 ACKNOWLEDGEMENTYour Directors wish to place on record their appreciation for the co-operation and support extended by the Shareholders various authoritiesbanks dealers and vendorsThe Directors also acknowledge with gratitude the dedicated efforts andvaluable contribution made by all the employees of the Company

By order of the Board

Date 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

DIRECTORSrsquo REPORT ON CORPORATE GOVERNANCEPhilosophyLinaks upholds its standing at the forefront of Corporate Governance bestpractices Linaks envisages the attainment of the highest levels oftransparency accountability and ethics in all facets of its operations It hasbeen committed to the principles of transparency integrity accountability andresponsibility The Company takes feedback into account on its periodicreviews of the guidelines to ensure their continuing relevance effectivenessand responsiveness to the needs of its investors Linaks considers that all itsoperations and actions must serve the underlying goal of increasing employeeand customer satisfaction and enhancing overall Shareholder valueBoard of DirectorsThe Company has combination of executive and non-executive Directors withnon-executive Directors constituting more than 50 per cent of the Board Asper the Listing Agreement lsquoIndependentrsquo or Non-Executive Directors havebeen defined as directors who apart from receiving Directors remunerationdo not have any other material pecuniary relationship or transactions withthe Company its promoters its management or its subsidiaries which in thejudgment of the Board may affect independence of judgment of the DirectorsIndependent Directors play an important role in deliberations at the BoardMeetings and the Company benefits from their expertise in achieving itsstrategic direction The Directors bring to the Board a wide range of experienceand skills The Board is constituted as under

Only Audit Committee Investorsrsquo Grievance Committee Nomination andRemuneration Committee and Committee for Prevention of Sexual Harassmentof Women at workplace are considered for the purpose of Committee positionsas per listing AgreementResponsibilitiesThe Board of Directors represent the interests of the Companyrsquos shareholdersin optimising long-term value by providing the management with guidanceand strategic direction on the Shareholderrsquos behalf The Boardrsquos mandate isto oversee the Companyrsquos strategic decision review corporate performanceauthorise and monitor strategic investments ensure regulatory complianceand safeguard interests of Shareholders Board members ensure that theirother responsibilities do not impinge on their responsibility as a Director ofLinaksRole of Independent DirectorsIndependent Directors play an important role in deliberations at the boardmeetings and bring to the company their wide experience in the field of financeaccountancy law etc The wide knowledge of both their field of knowledgeand boardroom practices help foster unbiased independent and experiencedprospectiveAppointment of Independent DirectorsThe Company has 3 Independent directors on its BoardThe Current independent director on Board are Mr Udai Bhan Singh MrRam Chandra Gaur and Mr Jai Ram Singh None of the Independent directorsare liable to retire by rotationAll Independent Directors of the Company at the time of their first appointmentto the Board and thereafter at the first meeting of the Board in every FinancialYear give a declaration that they meet with the criteria of Independence asprovided under Section 149 of the Companies Act 2013 and SEBI (LODR)Regulations 2015Board EvaluationPursuant to the provisions of the Companies Act 2013 and Regulation 17 ofthe Listing Regulations the Board has carried out an annual performanceevaluation of its Independent Directors and the Independent Directors alsoevaluated the performance of the Non- Independent Directors The Board ofDirectors expressed their satisfaction with the evaluation process The Boardof Directors also evaluated the functioning performance of Audit CommitteeStakeholders Relationship Committee Nomination amp RemunerationCommittee CSR Committee and expressed satisfaction with their functioningperformance

SNo DIRECTORS DIN NOOF DIRECTORSHIP

NO OF COMMITTEES

CATEGORY OF DIRECTOR

1 Mr Anil Kumar Singh 00225518 0 3 Member Managing Director 2 Mrs Meena Singh 02775239 0 1 Chairperson

1 Member Non Executive Non-Independent Director

3 Mr Udai Bhan Singh 06650869 0 2 Chairperson 2 Member

Independent Director

4 Mr Ram Chandra Gaur 02317264 2 2 Member Independent Director

5 Mr Jai Ram Singh 08356669 0 1 Chairperson Independent Director

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDBoard MeetingsThe meetings of the Board are generally held at the Registered office of thecompany Meetings are generally scheduled well in advance The Board meetsat least once a quarter to review the quarterly performance and the financialresults of the companyThe Company Secretary in consultation with the Managing Director preparesthe detailed agenda of the Board Meetings The Board papers are circulatedto the directors in advanceDuring the financial year 2019-20 the Board of Directors of the Companyduly met Six (6) times The intervening gap between the two meetings waswithin the period as prescribed under the Companies Act 2013The attendance of each director at the Board Meetings and at last AGM is asunder

Directors No Of board meetings attended Attendance At The34 th AGM

Mr Anil Kumar Singh 6 Yes

Mrs Meena Singh 6 Yes

Mr Udai Bhan Singh 6 Yes

Mr Ram Chandra Gaur 4 No

Mr Jai Ram Singh 6 No

Board CommitteesTo enable better and more focused attention on the affairs of the Companythe Board delegates particular matters to Committees of the Board set up forthe purpose These Committees prepare the groundwork for decision-makingand report at the subsequent Board MeetingThe Board is assisted by various committees- Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee ANDCommittee for Prevention of Sexual Harassment of Women at workplaceAudit CommitteeThe Audit Committee is constituted in accordance with the provisions ofRegulation 18 of SEBI (LODR) Regulations 2015 and Section 177 of theCompanies Act 2013 The Audit Committee comprises of

a Mr Ram Chandra Gaur ndash Member (Independent Director)b Mr Udai Bhan Singh ndash Chairperson (Independent Director)c Mr Anil Kumar Singh ndash Member (Managing Director)

The meetings of the audit committee are scheduled well in advance Theaudit committee met 4 times during the year under review on 2905201907082019 11112019 and 07022020 The Committee reviewed thequarterlyannual financial statements before submission to the Board forapprovalThe Committee reviews the report of the internal auditors and statutory auditorsalong with the comments and corrective actions taken by the ManagementThe committee also reviews the Asset- liability management systemNomination amp Remuneration CommitteeThe Companyrsquos Nomination amp Remuneration Committee consists of followingDirectors namely

a) Mr RC Gaur ndashMember (Independent Director)b) Mr Jai Ram Singh ndashChairperson (Independent director)c) Mr Udai Bhan Singh ndash Member (Independent Director)

The salary of the ManagingWhole-time Directors is recommended by theRemuneration Committee and approved by the Board No remuneration ispaid to the Non-Executive DirectorsThe powers role and terms of reference of the Nomination and RemunerationCommittee covers the areas as contemplated under SEBI (LODR) Regulations2015 Section 178 of the Companies Act 2013 and Rules made thereunderThe role of the Nomination and Remuneration Committee inter alia includesformulation of criteria of determining qualifications positive attributes andindependence of a director and recommendation to the Board of theremuneration policy formulation of criteria for evaluation of the IndependentDirectors and the Board devising a policy on Board Diversity and identificationof persons who are qualified to become directors and who may be appointedin senior management in accordance with criteria laid down and recommendto the Board their appointment and removalDuring the year the Nomination and Remuneration Committee met 2 Timeson 02042019 and 07022020

Remuneration PolicyThe Company has on the recommendation of the Nomination amp RemunerationCommittee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration This policy enablesto attract and maintain talented and motivated executives so as to encourageenhanced performance of the Company The remuneration policy envisagesa clear relationship between performance and remuneration including theremuneration paid and overall corporate performanceRemuneration paid to DirectorsManagingWhole-time Directors of the Company have been appointed on acontractual basis on the approval of the Shareholders Remuneration packageof Executive Directors is determined by the Remuneration Committee ofDirectors within the permissible limits under the applicable provisions of lawand is approved by Shareholders It comprises salary and other allowancesperquisites as approved by Shareholders Non-Executive Directors have sofar not been paid any remunerationcommission apart from sitting fees Detailsof remuneration to Directors are as follows

Director Relation with Linaks

Sitting fees

Remuneration paid during 010419 - 310320

Salary amp Perquisites Commission Total

Mr Anil K Singh Managing Director NIL 360000 NIL 360000

Stakeholders Relationship CommitteeThe stakeholders relationship committee comprises ofa) Mr Udai Bhan Singh ndash Chairperson (Independent Director)b) Mr Anil Kumar Singh ndash Member (Managing Director)c) Mrs Meena Singh ndash Member (Non Executive non-independent director)The Committee looks into the redressal of shareholders investors depositorsand Customer complaints The stakeholders relationship committee met 1time in the year on 07022020Committee for prevention of Sexual Harassment of Women at workplaceThe Members of the Committee for prevention of Sexual Harassment of Womenat workplace of the Company area) Mrs Meena Singh- Chairperson (Non Executive non-independent director)b) Mr AK Singh ndash Member (Managing Director)c) Mr UB Singh- Member (Independent Director)The Committee is authorised to strictly implement Companyrsquos policy forprevention of Sexual Harassment of Women at workplace and take suitabledisciplinary action against erring employee if any The committee met 1 timein the year on 07022020 However no complaint of sexual harassment wasreceived during the yearCertificate under Regulation 34(3) of SEBI Listing RegulationsThe Company has obtained a certificate pursuant to the Regulation 34(3)read with Schedule V of the Listing Regulations from MS Divya Matah andAssociates a firm of Company Secretary in practice confirming that none ofthe Directors are debarred or disqualified from being appointed or continuingas Directors of the Company either by Securities and Exchange Board ofIndia or the Ministry of Corporate Affairs or any other Statutory Authority Thesaid certificate forms part of this repot as lsquoAnnexure D lsquoShareholding of DirectorsThe Shareholding details of the directors as at March 31 2020 are includedin Form MGT-9 forming part of the Directorsrsquo Report Vigil Mechanism Whistle Blower PolicyThe Company believes to conduct its affairs in a fair and transparent mannerby adopting highest standards of professionalism honesty integrity and ethicalbehaviour The Company is committed in developing a culture where it issafe for all the employees to raise concerns about any wrongful conductThe Board has approved the vigil mechanism Whistle Blower policy of theCompany which provides a framework to promote a responsible and securewhistle blowing The Audit Committee oversees the Vigil MechanismParticulars Of Related Party TransactionsThere are no material related party transactions which are not in ordinarycourse of business or which are not on armrsquos length basis and hence thereis no information to be provided as required under Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014

7

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

8

Annual General MeetingsFollowing are details of the Annual General Meetings for the previous threeyears held The AGMs were held at the registered office of the Company at126 kms Barabanki Road Chinhut Lucknow

S No Particulars of Meeting Day and Date Number of SR passed Nature of SR

2018-19 34th Annual General Meeting

Monday 23rd September 2019 1

Appointment of Mr Jai Ram Singh as

Independent Director

2017-18 33rd Annual General Meeting

Wednesday 26th September 2018 1

Increase in remuneration of

Managing Director

2016-17 32nd Annual General Meeting

Thursday 28th September 2017 0 -

Month Open High Low Close No of SharesApr-19 068 068 068 068 536Jun-19 065 068 065 068 8535Jul-19 068 068 068 068 228Aug-19 068 068 059 059 1885Sep-19 059 059 057 057 2725Oct-19 057 059 057 057 2152Nov-19 057 057 057 057 2354Dec-19 055 055 055 055 1358Jan-20 055 055 055 055 210Feb-20 053 053 051 051 3265Mar-20 049 049 049 049 1127

Generally all the resolutions in the AGM are passed through show of handsNone of the Special Resolutions passed at the above Annual General Meetingswere required to be put to vote through Postal Ballot However as requiredthe Company made necessary arrangements of e-voting with NSDL on theoccasion of the Annual General Meeting held on 23092019Market price data

Shareholding of nominal Shareholders Total to Totalvalue of Re1 - held Shares Shares

Number of Total1-5000 4828 9598 3430551 1978945001-10000 106 210 464105 4407810001-50000 63 122 1206730 6961150001-100000 16 031 1222524 70522100001 amp above 17 033 10711390 617895TOTAL 5030 10000 17335300 10000

Depository ServicesFor guidance on Depository services Shareholders may write to the Registrarand Share Transfer Agent or National Securities Depository Limited TradeWorld 4th Floor Kamala Mills Compound Senapati Bapat Marg Lower ParelMumbai-400013 email infonsdlcoin website wwwnsdlcom or CentralDepository Services (India) Limited Marathon Futurex A-Wing 25th FloorNM Joshi Marg Lower Parel Mumbai-400013email investorscdslindiacom website wwwcdslindiacomShare Transfer SystemAs per the directions of SEBI the Company has appointed Ms Beetal Financialamp Computer Services (P) Ltd as Common Agency for Share transfer both inphysical and demat form wef 01042003The Registrar and Share Transfer Agents register share transfers in physicalform within 15-20 days of the receipt of the completed documents Invalidshare transfers were returned within 15 days of receipt All requests fordematerialisation of Shares were processed and confirmations were given tothe respective Depositories ie National Securities Depository Limited andCentral Depository Services (India) Ltd The company also offers transfercum Demat facility simultaneouslyRegistrar amp Share Transfer AgentMs Beetal Financial amp Computer Services (P) LtdBeetal House 3rd Floor 99 MadangirBehind Local Shopping CentreNr Dada Harsukhdas MandirNew Delhi-110 062Ph 011-29961281E-mail beetalrtagmailcom

Distribution Schedule as on March 31 2020

Dematerialisation of Shares amp LiquidityThe Company has entered into agreements with National Securities DepositoryLimited (NSDL) amp Central Depository Services (India) Limited (CDSL) As atMarch 31 2020 77257 percent (13392760 Shares) of the Companyrsquos totalshares were held in dematerialised form while 22743 percent (3942540Shares) were held in physical form

Outstanding GDRsADRsWarrants or any Convertible instrumentsconversionDate impact on Equity NA

Address for CorrespondenceLinaks Microelectronics Ltd Phone 0522-6549493126 km Barabanki RoadChinhat Lucknow-227 105Email linakspcbyahoocomNomination FacilityIndividual Shareholders of physical shares can nominate any person for theshares held by them This will save the nominee from going through the lengthyprocess of getting the shares lateron transmitted to his name Members arerequested to write to the Registrar amp Share Transfer Agents to avail the facilityMeans of CommunicationThe financial results were published in the Hindustan Times in English andHindustan or Sahara in Hindi the vernacular newspaper All materialinformation about the Company is promptly uploaded online to the BSErsquosdesignated portal httplistingbseindiacom the Stock Exchange where theCompanyrsquos Shares are listed and released for dissemination to the public atlarge

Unclaimed DividendsThe Company has no unclaimed dividendTransfer Of Amounts To Investor Education And Protection FundYour Company did not have any funds lying unpaid or unclaimed for a periodof seven years Therefore there were no funds which were required to betransferred to Investor Education and Protection Fund (IEPF)Orders Passed By RegulatorsCourtsTribunalsThere is no such order passed by the RegulatorsCourtsTribunals in respectto the Company during the financial yearDisclosureThe Company entered into no transaction of material nature with the promotersDirectors the management or their relatives that could have had a potentialconflict with the interest of the Company The Register of contracts containingthe transactions in which the Directors are interested is regularly placed beforethe Board There were no pecuniary transactions with the independentnon-executive Directors other than payment for expensesfee for attending BoardMeetings

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry structure amp DevelopmentPCB industry consists of a handful of medium sized units and a number ofsmall-scale units which are mostly independent ie they are not part of anylarge conglomerate excepting a couple of unitsThe units were historically promoted by technocrat entrepreneurs who in theold days received bank finance easily to promote industrial growth Most ofthese units were set up in mid 80rsquos and some of them have ceased to operateThe survivors are those which from time to time have been investing intechnology and capacity Initially the units were manufacturing simple singlesided and double sided PCBs but now there are units like ATampS who aremaking PCBs with 24 layers buried vias 4 mil line and spaces etc In thearea of single sided PCBs we have some units that are now manufacturingflexible circuitsStill on the whole industry is small because the actual demand for PCBs formanufacturing various types of Electronic equipment is still not very large inIndia largely due to screw-driver-kit-assembly nature of the Indian equipmentindustry

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

9

Opportunities amp Threats The industry has a domestic market which initiallywas driven by telecommunication but thanks to the lopsided custom tariffstructure telecom manufacturing has shallowed out resulting in steep declinein PCB demand Although the telecom infrastructure has grown by leaps andbounds but the downstream electronic component demand has not seen anygrowth since all fresh demand for equipment has been met largely throughimports Thus now the domestic requirement is dependent on diversesegments like automation control instrumentation metering and automotiveAutomotive electronics though a massive growth engine can be volatile as itis subject to global business swings in this connected world of automotivebusiness with only a handful of players The gradual easing of custom dutiesis happening on account of India being a signatory to ITA But this threat isalso an opportunity because it applies to the developed countries too whoare still levying duty on Indian importsIn fact India with a low cost technical manpower enjoys tremendous advantageas an export-manufacturing base and especially to the high cost developedcountries of Europe and the US The industry and moreover Linaks shouldleverage this advantage The company is already working towards it as theyhave a clutch of regular and reliable customers in Europe and they are alsoin the process of developing new ones in Eastern Europe and AmericasRisks and Concerns Apart from ongoing impact of COVID-19 pandemicmajor risk the industry faces is of over dependence on one market segmentand the industry in India Linaks included has faced this prospect becausemany a times their fortunes have fluctuated with those of the telecommunicationsectorThen there is always the over riding concern of fast technologicalobsolescence which entails constant drain on resources at times impedingones capability to service onersquos customersOverview On the whole the industry has a lot of promise provided one isable to keep up with the demands of the market placeFinancial performance The financial performance is directly related to thecompanyrsquos ability to remain competitiveResource amp Liquidity Resource position would remain comfortable if thecompany is able to trade profitably and liquidity is the direct function of theaboveThe company has not been able to meet its financial goals because due toextraneous circumstances it went into losses and the rehabilitation packagedrawn under BIFR has also been buffeted by the uncertainty of the marketplaceOutlook The outlook is positive as market-wise we do not see any majorimpediment in re-establishing ourselves Our initial feelers in the PCB marketand also to our old customers has met with encouraging resultsInternal Control System Your Companyrsquos management continuously reviewsthe internal control system and procedures to ensure orderly and efficientconduct of business Your Company adheres to its written corporate policieswith respect to all transactions financial reporting and budgeting to ensurethat all assets are safeguarded and protected against loss from unauthoriseduse or disposition and that transactions are authorised recorded and reportedcorrectlyThe Company regularly conducts internal audits either through external orinternal resources to monitor the effectiveness of internal control in theorganisationAudits are finalised and conducted based on internal risk assessmentSignificant findings are brought to the notice of the Audit Committee of theBoard and corrective measures recommended for implementation Reportsof the internal auditor are also regularly reviewed by the Management andcorrective action initiated to strengthen the controls and enhance theeffectiveness of the existing systemsHuman Resources The Company gives full and fair consideration to allemployees with regard to their particular aptitudes and abilities Trainingcareer development and promotion are as far as practicable considered forall employees according to their skills and abilities The Company consistentlyseeks to recruit develop and employ throughout the organisation suitablyqualified capable and experienced people irrespective of race religion orsex All decisions relating to employment practices are objective free frombias and based solely upon work criteria and individual meritOur development performance and rewards system is linked to organisationperformance The Company strives to provide excellent staff welfare measuresto promote employee satisfaction and thereby attract and retain efficientmanpower Training needs are regularly identified and imparted with the helpof both internal trainers and external professional faculties of repute We

have built team driven organisation where all employees work together tocreate our futureCautionary Statement The statement made in this Report describing theCompanyrsquos projections expectations and estimations may be a forward lookingstatement within the meaning of applicable securities laws and regulationsThese statements are based on certain assumptions and expectations of futureevents Actual results may differ from those expressed or implied in this Reportdue to the influence of external and internal factors which are beyond thecontrol of the Company

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

Annexure AForm No MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31032020

[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 ofthe Companies (Appointment and Remuneration Personnel) Rules 2014]

ToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by LinaksMicro Electronics Limited (hereinafter called the company) Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluatingthe corporate conductsstatutory compliances and expressing my opinionthereonBased on our verification of the Linaks Micro Electronics Limitedrsquos bookspapers minute books forms and returns filed and other records maintainedby the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial auditWe hereby report that in our opinion the company has during the audit periodcovering the financial year ended on 31st March 2020 complied with thestatutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filedand other records maintained by Linaks Micro Electronics Limited (ldquotheCompanyrdquo) for the financial year ended on 31st March 2020 according to theprovisions of(i) The Companies Act 2013 and the Companies Act 1956 (to the extent

applicable) (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules

made thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed

thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations

made thereunder to the extent of Foreign Direct Investment OverseasDirect Investment and External Commercial Borrowings

Not applicable to the company during the Audit Period(v) The following Regulations and Guidelines prescribed under the Securities

and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-(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 2015(c) The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations 2009Not applicable to the company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999Securities And Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

Not applicable to the company during the Audit Period

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

10

(e) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

Not applicable to the company during the Audit Period(f) The Securities and Exchange Board of India (Registrars to an Issue and

Share Transfer Agents) Regulations 1993 regarding the Companies Actand dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009

Not applicable to the company during the Audit Period(h) The Securities and Exchange Board of India (Buyback of Securities)

Regulations 1998Not applicable to the company during the Audit Period

(i) The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

(vi) The other laws as may be applicable specifically to the company are1 The Air (Prevention and Control of Pollution) Act 19812 The Environment (Protection) Act 19863 The Water (Prevention and Control Pollution) Act 19744 Factories Act 19485 Industrial Disputes Act 19476 The Payment of Wages Act 19367 Maternity Benefit Act 19618 The Minimum Wages Act 19489 Employeesrsquo State Insurance Act 194810 The Employeesrsquo Provident Funds and Miscellaneous Provisions Act

195211 The Payment of Bonus Act 196512 The Payment of Gratuity Act 197213 The Industrial Employment (Standing Order) Act 194614 The Sexual Harassment of Women at Workplace (Prevention Prohibition

and Redressal) Act 2013We have also examined compliance with the applicable clauses of thefollowing

(i) Secretarial Standard on Meetings of the Board of Directors and GeneralMeetings issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with Bombay StockExchangeDuring the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etcas mentioned hereinaboveIn respect of other laws specifically applicable to the Company we haverelied on informationrecords produced by the company during the courseof our audit and the reporting is limited to that extent

We further report thatThe Board of Directors of the Company is duly constituted with properbalance of Executive Directors Non-Executive Directors and IndependentDirectors The changes in the composition of the Board of Directorsduring the period under review were carried out in compliance with theprovisions of the ActAdequate notice is given to all directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meetingand for meaningful participation at the meeting Majority decision iscarried through while the dissenting membersrsquo views are captured andrecorded as part of the minutesWe further report that there are adequate systems and processes inthe company commensurate with the size and operations of the companyto monitor and ensure compliance with applicable laws rules regulationsand guidelinesWe further report that during the audit period the company did nothave any specific events actions having a major bearing on thecompanyrsquos affairs in pursuance of the above referred laws rulesregulations guidelines standards etc referred to above

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020This report is to be read with our letter of even date which is annexed asrsquo

Annexure Arsquo and forms an integral part of this report

lsquoANNEXURE ArsquoToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105

Our report of even date is to be read along with this letter

1 Maintenance of secretarial record is the responsibility of the managementof the company Our responsibility is to express an opinion on thesesecretarial records based on our audit

2 We have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contents ofthe Secretarial records The verification was done on test basis to ensurethat correct facts are reflected in secretarial records We believe thatthe processes and practices we followed provide a reasonable basisfor our opinion

3 We have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the company

4 Where ever required we have obtained the Management representationabout the compliance of laws rules and regulations and happening ofevents etc

5 The compliance of the provisions of Corporate and other applicable lawsrules regulations standards is the responsibility of management Ourexamination was limited to the verification of procedures on test basis

6 The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness with whichthe management has conducted the affairs of the company

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020

Annexure BSecretarial compliance report of Linaks Microelectronics Limitedfor the year ended 31st March 2020

IWe have examined(a) all the documents and records made available to us and explanation

provided by Linaks Microelectronics Limited (ldquothe listed entityrdquo)(b) the filings submissions made by the listed entity to the stock exchanges(c) website of the listed entity(d) any other document filing as may be relevant which has been relied

upon to make this certification for the year ended 31032020 (ldquoReviewPeriodrdquo) in respect of compliance with the provisions of

(a) the Securities and Exchange Board of India Act 1992 (ldquoSEBI Actrdquo) andthe Regulations circulars guidelines issued there under and

(b) the Securities Contracts (Regulation) Act 1956 (ldquoSCRArdquo) rules madethere under and the Regulations circulars guidelines issued there underby the Securities and Exchange Board of India (ldquoSEBIrdquo)The specific Regulations whose provisions and the circulars guidelinesissued there under have been examined include-

a) Securit ies and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

b) Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018

c) Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations 2011

d) Securities and Exchange Board of India (Buyback of Securities)Regulations 2018

e) Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

f) Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations2013

h) Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 and circulars guidelines issued there under andbased on the above examination IWe hereby report that during theReview Period

a) The l isted enti ty has complied w ith the provisions of the aboveRegulations and circulars guidelines issued there under except inrespect of matters specified below-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

11

SrNo Compliance Requirement Deviations Observations (Regulations circulars Remarks of the guidelines including specific Practicing clause) Company Secretary NA NA NA

(b) The listed entity has maintained proper records under the provisions ofthe above Regulations and circulars guidelines issued there under inso far as it appears from myour examination of those records

(c) The following are the details of actions taken against the listed entity itspromoters directors material subsidiaries either by SEBI or by StockExchanges (including under the Standard Operating Procedures issuedby SEBI through various circulars) under the aforesaid Acts Regulationsand circulars guidelines issued there under

Sr No Action taken by Details of

violation

Details of action taken Eg fines warning letter

debarment etc

Observations remarks of the

Practicing Company

Secretary if NA NA NA NA

(d) The listed entity has taken the following actions to comply with theobservations made in previous reports

Sr No Observations of the Practicing

Company Secretary in the previous reports

Observations made in the secretarial compliance

report for the year Ended 31032019

Actions taken by the listed entity

if any

Comments of the Practicing Company Secretary on the actions taken by the listed entity

NA NA NA NA

Divya MatahProprietorDivya Matah amp AssociatesCompany SecretariesM No ndash 31186 CP - 11719Date 26062020Place Lucknow

Annexure C

FORM NO MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31032020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014I REGISTRATION amp OTHER DETAILS

1 CIN L32101UP1986PLC007841 2 Registration Date 11041986 3 Name of the Company LINAKS MICRO ELECTRONICS LIMITED 4 CategorySub-category of the Company Company limited by shares Non-Government Company

5 Address of the Registered office amp contact details

126 KM BARABANKI ROAD CHINHAT LUCKNOW UTTAR PRADESH INDIA - 227105

6 Whether listed company Yes

7 Name Address and Contact Details of the Registrar and Transfer Agent if any

MS Beetal Financial and Computer Services (P) Ltd Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre Dada Harsukhdas Mandir New Delhi- 110062

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 or more of the total turnover of the company shall be stated)

S No Name and Description of main products services NIC Code of the Productservice to total turnover of the company

1 Printed Circuit Board 32 100

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

12

III SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

13

B) Shareholding of Promoter-

Sl No Shareholderrsquos Name Shareholding at the

beginning of the year 31-03-2019 Shareholding at the end of the year-

31-03-2020

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

change in share holding

during the year

1 ANIL KUMAR SINGH ALSPS0283Q 5425500 312974

0 5425500 312974 0 0

2 ATUL KUMAR SINGH ADPPS6741L

93000

05365 0 93000 05365

0 0

3 BHANU PRATAP SINGH ANPPS2821R 60000 03461

0 60000 03461 0 0

4 GAUTAM SINGH ASWPS4298Q 132240

07628

0 132240 07628 0

0

5 HIMANSHU MOHAN SINGH 10800 00623 0 10800 00623 0 0

6 MANVI SINGH DEO ALGPS8666M 504476 29101 0

504476 29101 0 0

7 MEENA SINGH BCFPS4716M 1420880 81965 0 1420880 81965 0 0

8 NAMITA SINGH AEHPS7933M 448300

25861

0 448300 25861 0

0

9 RAJENDRA KUMAR MEHRA ADVPM5557C

7800

00450 0 7800 00450 0 0

10 RAJESH P SINGH 400

00023

0 400 00023 0

0

11 RAJESH PRASAD SINGH 132900

07666 0 132900 07666 0 0

12 SHOBHA SINGH AUZPS5187P 80000 04615 0 80000 04615 0 0

13 SIDDHARTH SINGH AKWPS0843H

74800

04315 0 74800

04315

0 0

14 SARLA SINGH ABIPS0818D 146260

08437 0 146260 08437 0 0

15 UDAYAN SINGH AWEPS7645F 102700

05924 0 102700 05924 0 0

16 USHA KIRAN AHAPK5385K 75000

04326 0 75000 04326 0 0

17 VIJAY SINGH 103000

05942 0 103000 05942 0 0

18 HARSH SINGH TRUST AABTH1990F (Transmitted from Harsh Singh)

262500 1514 0 262500 1514 0 0

Total 9080556 523819 0 9080556 523819 0 0

C) Change in Promotersrsquo Shareholding (please specify if there is no change)

SNo Name of the shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year

Nos of shares of total share of the Company

Nos of shares

of total share of the Company

1 At the beginning of the year 9080556 523819 9080556 523819

Date wise increase Decrease in promoters shareholding during the year specifying the reason for increase decrease (eg allotment transfer bonus sweat equity etc)

NA NA NA NA

At The End Of The Year 9080556 523819 9080556 523819

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

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ited

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  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

5

our criminal case against the Developerrsquos and the Bank countersuit inthe DRT and civil litigation have all taken their toll on the Companyrsquosways and means Being the main aggrieved party we had banked heavilyon the Legal route for resolution in a reasonable time Looking back allof it appears a distant dream Here we are six months into the next yearand there is zero progress who could have imagined the scourge ofCOVID 19With the COVID Lockdown from March 22 2020 the way ahead is avirtual minefield and what roadmap could you chart except to stay putin a state of suspended animation Employee morale has taken a hitCustomers have gone in their shell and those who owe us money are indeep slumber and incommunicadoThe uncertainty is interminable So much so that the misery of uncertaintyis worse than the certainty of miseryThere is darkness all around but in the midst of darkness light persistsThere is no slackening in our relentless pursuit to tide over the currentgloom and doom and team Linaks is gung-ho and even this would pass

3 SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIESThe Company does not have any Subsidiary Joint venture or AssociateCompany

4 DIVIDEND amp RESERVESIn view of losses during the year under review no dividend pay-out isbeing recommended and accordingly no question of appropriation ofreserves arise

5 SHARE CAPITALThe paid up share capital of the company as at 31st March 2020 remainedat Rs 49535300 During the period under report your company hasnot issued any shares including Sweat Equity ESOP Bonus andorConvertible Debentures

6 DEPOSITSThe Company has neither accepted nor renewed any deposits duringthe year under review

7 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADEUNDER SECTION 186 OF THE COMPANIES ACT 2013There was no loans guarantees or investments made by the Companyunder Section 186 of the Companies Act 2013 during the year underreview and hence the said provision is not applicable

8 MATERIAL CHANGES amp COMMITMENTSExcept the effect of overall impact of COVID-19 on the economy of wholeworld there has been no material changes and Commitment affectingthe financial position of the Company which have occurred between theend of the financial year of the Company to which the financial statementsrelate and date of the Report

9 RISK MANAGEMENT POLICY OF THE COMPANYThe Company does not have any Risk Management Policy as theCompany is still in its rehabili tation However the Company hasintroduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworksand processes to drive a common integrated view of risks optimal riskmitigation responses and efficient management of internal control andassurance activities

10 HUMAN RESOURCE DEVELOPMENTAt LINAKS human resource development is considered vital for effectiveimplementation of business plans Constant endeavours are being madeto offer professional growth opportunities and recognition Your Companytreats its ldquohuman resourcesrdquo as one of its most important assets YourCompany continuously invests in attraction retention and developmentof talent on an ongoing basis A number of programs that provide focusedpeople attention are currently underway Your Company thrust is on thepromotion of talent internally through job rotation and job enlargement

11 OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013The Company is an equal opportunity employer and consciously strivesto build a work culture that promotes dignity of all employees As requiredunder the provisions of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rulesframed thereunder the Company has implemented a policy on Preventionof Sexual Harassment of Women at Workplace An Internal Committee

has been set up to receive complaints investigate the matter and reportto the management At the beginning of the year there was no complaintpending During the year no complaint was received by the Committeeand hence no complaint was pending at year end

12 AUDITORSStatutory Auditors

At the 32nd Annual General Meeting held on September 28 2017 themembers had appointed Ms Jaiswal Singh amp Co (Firm Registration No011049C) Chartered Accountants Kanpur as Statutory Auditors for ablock period of 05 years beginning from the conclusion of the 32nd AGMtill the conclusion of the 37th AGM subject to them ratifying the saidappointment at every AGM The Company had received confirmationfrom Ms Jaiswal Singh amp Co to the effect that their appointment wouldbe in terms of Section 139 and 141 of the Companies Act 2013 andrules made thereunderThe Statutory Auditors have audited the books of accounts of theCompany for the Financial Year ended on March 31 2020 and haveissued the Auditorsrsquo Report thereon The Statutory Auditors have notmade any adverse comments or given any qualification reservation oradverse remarks or disclaimer in their Audit Report

Secretarial AuditorsPursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company has appointed MS Divya Matahand Associates a firm of Company Secretary in Practice to undertakethe Secretarial Audit of the Company The Report of the Secretarial Auditis annexed herewith as lsquoAnnexure A lsquoto this reportAs required under Regulation 24A of SEBI (LODR) Regulations 2015Ms Divya Matah amp Associates Practicing Company SecretariesLucknow has reported on the Annual Secretarial Compliances of theCompany for the year ended on 31st March 2020 The report is uploadedto the Stock Exchange The said report has been provided underlsquoAnnexure-Brsquo of the Directorsrsquo ReportThe Secretarial Auditor has not made any adverse comments or givenany qualification reservation or adverse remarks or disclaimer in theirAudit Report and Compliance Report

13 DIRECTORS AND KEY MANAGERIAL PERSONNELIn accordance with provision of the Companies Act 2013 Mr Anil KumarSingh Managing Director of the Company is liable to retire by rotationat the ensuing AGM and is eligible for his reappointmentNecessary resolutions for the reappointment of the aforesaid directorand the detailed profile has been included in the notice convening theannual general meetingThere has been no change in the Board of Directors of the Companyduring the Financial Year 2019-20 All the directors of the company haveconfirmed that they are not disqualified from being appointed as directorsin terms of Section 164 of the Companies Act 2013Furthermore Ms Deepti Bammi (ACS No A57019) was appointed asthe Company Secretary of the Company wef February 4 2019 but sheresigned from the job as on January 14 2020 due to some of her personalreasonsIn order to comply with the mandatory requirement of recruiting aCompany Secretary and Compliance Officer in a Listed company thecompany appointed Ms Priya Gupta an Associate Member of TheInstitute of Company Secretaries of India (ACS No A55368) as theCompany Secretary and Compliance Officer of the Company pursuantto Section 203 of the Companies Act 2013 and Rule 8 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014wef June 10 2020With respect to mandatory requirement for appointment of Chief FinancialOfficer in a Listed Company Mr Girish Chandra Jha being a commercegraduate and holding around 30 years of working experience has beenappointed as the CFO of the Company wef April 2 2019

14 MANAGERIALEMPLOYEES REMUNERATIONA) Details of the ratio of the remuneration of each director to the median

employeersquos remuneration and other details as required pursuant to Rule5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 cannot be worked out as the process ofrecruitment of staff has not yet completed The skeletal staff with whichthe Company is presently working are mainly on part time basis

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

6

B) As required pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company didnot have any employee drawing a remuneration of Rs 6000 lacs pa ifemployed throughout the year or Rs500 lacs pm if employed for apart of the said year under review Moreover there was no employeeemployed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case maybe at a rate which in the aggregate is in excess of that drawn by themanaging director or whole-time director or manager and holds by himselfor along with his spouse and dependent children not less than twopercent of the equity shares of the company

C) None of the Managing Director or Whole-time Director of the Companywas in receipt of any commission from the Company Moreover as theCompany did not have any holding or subsidiary Company the questionof receiving commission by them from such Company also does notarise

15 DIRECTORSrsquo RESPONSIBILITY STATEMENTIn accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submit its responsibility Statement

(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating tomaterial departures

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of thecompany for that period

(c) the directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) the directors had prepared the annual accounts on a going concern basisand

(e) the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate andwere operating effectively

(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequateand operating effectively

16 CORPORATE SOCIAL RESPONSIBILITY INITIATIVESIn view of losses the Company has not developed and implementedany Corporate Social Responsibility initiatives as the said provisionsare not applicable

17 EXTRACT OF ANNUAL RETURN (FORM MGT-9)As per the requirements of Section 92(3) and 134(3)(a) of the Act andRules made thereunder the extract of the Annual Return for the FY2019-20 is given in lsquoAnnexure C lsquo in the prescribed Form MGT-9 whichis a part of this report

18 MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORTOF DIRECTORS ON CORPORATE GOVERNANCEYour Company has already implemented the requirement of Regulation27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ie Corporate Governance As required a ManagementDiscussion and Analysis Report and Directorsrsquo Report as well as AuditorsrsquoCertificate on Corporate Governance are given alongwith this report

19 ACKNOWLEDGEMENTYour Directors wish to place on record their appreciation for the co-operation and support extended by the Shareholders various authoritiesbanks dealers and vendorsThe Directors also acknowledge with gratitude the dedicated efforts andvaluable contribution made by all the employees of the Company

By order of the Board

Date 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

DIRECTORSrsquo REPORT ON CORPORATE GOVERNANCEPhilosophyLinaks upholds its standing at the forefront of Corporate Governance bestpractices Linaks envisages the attainment of the highest levels oftransparency accountability and ethics in all facets of its operations It hasbeen committed to the principles of transparency integrity accountability andresponsibility The Company takes feedback into account on its periodicreviews of the guidelines to ensure their continuing relevance effectivenessand responsiveness to the needs of its investors Linaks considers that all itsoperations and actions must serve the underlying goal of increasing employeeand customer satisfaction and enhancing overall Shareholder valueBoard of DirectorsThe Company has combination of executive and non-executive Directors withnon-executive Directors constituting more than 50 per cent of the Board Asper the Listing Agreement lsquoIndependentrsquo or Non-Executive Directors havebeen defined as directors who apart from receiving Directors remunerationdo not have any other material pecuniary relationship or transactions withthe Company its promoters its management or its subsidiaries which in thejudgment of the Board may affect independence of judgment of the DirectorsIndependent Directors play an important role in deliberations at the BoardMeetings and the Company benefits from their expertise in achieving itsstrategic direction The Directors bring to the Board a wide range of experienceand skills The Board is constituted as under

Only Audit Committee Investorsrsquo Grievance Committee Nomination andRemuneration Committee and Committee for Prevention of Sexual Harassmentof Women at workplace are considered for the purpose of Committee positionsas per listing AgreementResponsibilitiesThe Board of Directors represent the interests of the Companyrsquos shareholdersin optimising long-term value by providing the management with guidanceand strategic direction on the Shareholderrsquos behalf The Boardrsquos mandate isto oversee the Companyrsquos strategic decision review corporate performanceauthorise and monitor strategic investments ensure regulatory complianceand safeguard interests of Shareholders Board members ensure that theirother responsibilities do not impinge on their responsibility as a Director ofLinaksRole of Independent DirectorsIndependent Directors play an important role in deliberations at the boardmeetings and bring to the company their wide experience in the field of financeaccountancy law etc The wide knowledge of both their field of knowledgeand boardroom practices help foster unbiased independent and experiencedprospectiveAppointment of Independent DirectorsThe Company has 3 Independent directors on its BoardThe Current independent director on Board are Mr Udai Bhan Singh MrRam Chandra Gaur and Mr Jai Ram Singh None of the Independent directorsare liable to retire by rotationAll Independent Directors of the Company at the time of their first appointmentto the Board and thereafter at the first meeting of the Board in every FinancialYear give a declaration that they meet with the criteria of Independence asprovided under Section 149 of the Companies Act 2013 and SEBI (LODR)Regulations 2015Board EvaluationPursuant to the provisions of the Companies Act 2013 and Regulation 17 ofthe Listing Regulations the Board has carried out an annual performanceevaluation of its Independent Directors and the Independent Directors alsoevaluated the performance of the Non- Independent Directors The Board ofDirectors expressed their satisfaction with the evaluation process The Boardof Directors also evaluated the functioning performance of Audit CommitteeStakeholders Relationship Committee Nomination amp RemunerationCommittee CSR Committee and expressed satisfaction with their functioningperformance

SNo DIRECTORS DIN NOOF DIRECTORSHIP

NO OF COMMITTEES

CATEGORY OF DIRECTOR

1 Mr Anil Kumar Singh 00225518 0 3 Member Managing Director 2 Mrs Meena Singh 02775239 0 1 Chairperson

1 Member Non Executive Non-Independent Director

3 Mr Udai Bhan Singh 06650869 0 2 Chairperson 2 Member

Independent Director

4 Mr Ram Chandra Gaur 02317264 2 2 Member Independent Director

5 Mr Jai Ram Singh 08356669 0 1 Chairperson Independent Director

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDBoard MeetingsThe meetings of the Board are generally held at the Registered office of thecompany Meetings are generally scheduled well in advance The Board meetsat least once a quarter to review the quarterly performance and the financialresults of the companyThe Company Secretary in consultation with the Managing Director preparesthe detailed agenda of the Board Meetings The Board papers are circulatedto the directors in advanceDuring the financial year 2019-20 the Board of Directors of the Companyduly met Six (6) times The intervening gap between the two meetings waswithin the period as prescribed under the Companies Act 2013The attendance of each director at the Board Meetings and at last AGM is asunder

Directors No Of board meetings attended Attendance At The34 th AGM

Mr Anil Kumar Singh 6 Yes

Mrs Meena Singh 6 Yes

Mr Udai Bhan Singh 6 Yes

Mr Ram Chandra Gaur 4 No

Mr Jai Ram Singh 6 No

Board CommitteesTo enable better and more focused attention on the affairs of the Companythe Board delegates particular matters to Committees of the Board set up forthe purpose These Committees prepare the groundwork for decision-makingand report at the subsequent Board MeetingThe Board is assisted by various committees- Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee ANDCommittee for Prevention of Sexual Harassment of Women at workplaceAudit CommitteeThe Audit Committee is constituted in accordance with the provisions ofRegulation 18 of SEBI (LODR) Regulations 2015 and Section 177 of theCompanies Act 2013 The Audit Committee comprises of

a Mr Ram Chandra Gaur ndash Member (Independent Director)b Mr Udai Bhan Singh ndash Chairperson (Independent Director)c Mr Anil Kumar Singh ndash Member (Managing Director)

The meetings of the audit committee are scheduled well in advance Theaudit committee met 4 times during the year under review on 2905201907082019 11112019 and 07022020 The Committee reviewed thequarterlyannual financial statements before submission to the Board forapprovalThe Committee reviews the report of the internal auditors and statutory auditorsalong with the comments and corrective actions taken by the ManagementThe committee also reviews the Asset- liability management systemNomination amp Remuneration CommitteeThe Companyrsquos Nomination amp Remuneration Committee consists of followingDirectors namely

a) Mr RC Gaur ndashMember (Independent Director)b) Mr Jai Ram Singh ndashChairperson (Independent director)c) Mr Udai Bhan Singh ndash Member (Independent Director)

The salary of the ManagingWhole-time Directors is recommended by theRemuneration Committee and approved by the Board No remuneration ispaid to the Non-Executive DirectorsThe powers role and terms of reference of the Nomination and RemunerationCommittee covers the areas as contemplated under SEBI (LODR) Regulations2015 Section 178 of the Companies Act 2013 and Rules made thereunderThe role of the Nomination and Remuneration Committee inter alia includesformulation of criteria of determining qualifications positive attributes andindependence of a director and recommendation to the Board of theremuneration policy formulation of criteria for evaluation of the IndependentDirectors and the Board devising a policy on Board Diversity and identificationof persons who are qualified to become directors and who may be appointedin senior management in accordance with criteria laid down and recommendto the Board their appointment and removalDuring the year the Nomination and Remuneration Committee met 2 Timeson 02042019 and 07022020

Remuneration PolicyThe Company has on the recommendation of the Nomination amp RemunerationCommittee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration This policy enablesto attract and maintain talented and motivated executives so as to encourageenhanced performance of the Company The remuneration policy envisagesa clear relationship between performance and remuneration including theremuneration paid and overall corporate performanceRemuneration paid to DirectorsManagingWhole-time Directors of the Company have been appointed on acontractual basis on the approval of the Shareholders Remuneration packageof Executive Directors is determined by the Remuneration Committee ofDirectors within the permissible limits under the applicable provisions of lawand is approved by Shareholders It comprises salary and other allowancesperquisites as approved by Shareholders Non-Executive Directors have sofar not been paid any remunerationcommission apart from sitting fees Detailsof remuneration to Directors are as follows

Director Relation with Linaks

Sitting fees

Remuneration paid during 010419 - 310320

Salary amp Perquisites Commission Total

Mr Anil K Singh Managing Director NIL 360000 NIL 360000

Stakeholders Relationship CommitteeThe stakeholders relationship committee comprises ofa) Mr Udai Bhan Singh ndash Chairperson (Independent Director)b) Mr Anil Kumar Singh ndash Member (Managing Director)c) Mrs Meena Singh ndash Member (Non Executive non-independent director)The Committee looks into the redressal of shareholders investors depositorsand Customer complaints The stakeholders relationship committee met 1time in the year on 07022020Committee for prevention of Sexual Harassment of Women at workplaceThe Members of the Committee for prevention of Sexual Harassment of Womenat workplace of the Company area) Mrs Meena Singh- Chairperson (Non Executive non-independent director)b) Mr AK Singh ndash Member (Managing Director)c) Mr UB Singh- Member (Independent Director)The Committee is authorised to strictly implement Companyrsquos policy forprevention of Sexual Harassment of Women at workplace and take suitabledisciplinary action against erring employee if any The committee met 1 timein the year on 07022020 However no complaint of sexual harassment wasreceived during the yearCertificate under Regulation 34(3) of SEBI Listing RegulationsThe Company has obtained a certificate pursuant to the Regulation 34(3)read with Schedule V of the Listing Regulations from MS Divya Matah andAssociates a firm of Company Secretary in practice confirming that none ofthe Directors are debarred or disqualified from being appointed or continuingas Directors of the Company either by Securities and Exchange Board ofIndia or the Ministry of Corporate Affairs or any other Statutory Authority Thesaid certificate forms part of this repot as lsquoAnnexure D lsquoShareholding of DirectorsThe Shareholding details of the directors as at March 31 2020 are includedin Form MGT-9 forming part of the Directorsrsquo Report Vigil Mechanism Whistle Blower PolicyThe Company believes to conduct its affairs in a fair and transparent mannerby adopting highest standards of professionalism honesty integrity and ethicalbehaviour The Company is committed in developing a culture where it issafe for all the employees to raise concerns about any wrongful conductThe Board has approved the vigil mechanism Whistle Blower policy of theCompany which provides a framework to promote a responsible and securewhistle blowing The Audit Committee oversees the Vigil MechanismParticulars Of Related Party TransactionsThere are no material related party transactions which are not in ordinarycourse of business or which are not on armrsquos length basis and hence thereis no information to be provided as required under Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014

7

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

8

Annual General MeetingsFollowing are details of the Annual General Meetings for the previous threeyears held The AGMs were held at the registered office of the Company at126 kms Barabanki Road Chinhut Lucknow

S No Particulars of Meeting Day and Date Number of SR passed Nature of SR

2018-19 34th Annual General Meeting

Monday 23rd September 2019 1

Appointment of Mr Jai Ram Singh as

Independent Director

2017-18 33rd Annual General Meeting

Wednesday 26th September 2018 1

Increase in remuneration of

Managing Director

2016-17 32nd Annual General Meeting

Thursday 28th September 2017 0 -

Month Open High Low Close No of SharesApr-19 068 068 068 068 536Jun-19 065 068 065 068 8535Jul-19 068 068 068 068 228Aug-19 068 068 059 059 1885Sep-19 059 059 057 057 2725Oct-19 057 059 057 057 2152Nov-19 057 057 057 057 2354Dec-19 055 055 055 055 1358Jan-20 055 055 055 055 210Feb-20 053 053 051 051 3265Mar-20 049 049 049 049 1127

Generally all the resolutions in the AGM are passed through show of handsNone of the Special Resolutions passed at the above Annual General Meetingswere required to be put to vote through Postal Ballot However as requiredthe Company made necessary arrangements of e-voting with NSDL on theoccasion of the Annual General Meeting held on 23092019Market price data

Shareholding of nominal Shareholders Total to Totalvalue of Re1 - held Shares Shares

Number of Total1-5000 4828 9598 3430551 1978945001-10000 106 210 464105 4407810001-50000 63 122 1206730 6961150001-100000 16 031 1222524 70522100001 amp above 17 033 10711390 617895TOTAL 5030 10000 17335300 10000

Depository ServicesFor guidance on Depository services Shareholders may write to the Registrarand Share Transfer Agent or National Securities Depository Limited TradeWorld 4th Floor Kamala Mills Compound Senapati Bapat Marg Lower ParelMumbai-400013 email infonsdlcoin website wwwnsdlcom or CentralDepository Services (India) Limited Marathon Futurex A-Wing 25th FloorNM Joshi Marg Lower Parel Mumbai-400013email investorscdslindiacom website wwwcdslindiacomShare Transfer SystemAs per the directions of SEBI the Company has appointed Ms Beetal Financialamp Computer Services (P) Ltd as Common Agency for Share transfer both inphysical and demat form wef 01042003The Registrar and Share Transfer Agents register share transfers in physicalform within 15-20 days of the receipt of the completed documents Invalidshare transfers were returned within 15 days of receipt All requests fordematerialisation of Shares were processed and confirmations were given tothe respective Depositories ie National Securities Depository Limited andCentral Depository Services (India) Ltd The company also offers transfercum Demat facility simultaneouslyRegistrar amp Share Transfer AgentMs Beetal Financial amp Computer Services (P) LtdBeetal House 3rd Floor 99 MadangirBehind Local Shopping CentreNr Dada Harsukhdas MandirNew Delhi-110 062Ph 011-29961281E-mail beetalrtagmailcom

Distribution Schedule as on March 31 2020

Dematerialisation of Shares amp LiquidityThe Company has entered into agreements with National Securities DepositoryLimited (NSDL) amp Central Depository Services (India) Limited (CDSL) As atMarch 31 2020 77257 percent (13392760 Shares) of the Companyrsquos totalshares were held in dematerialised form while 22743 percent (3942540Shares) were held in physical form

Outstanding GDRsADRsWarrants or any Convertible instrumentsconversionDate impact on Equity NA

Address for CorrespondenceLinaks Microelectronics Ltd Phone 0522-6549493126 km Barabanki RoadChinhat Lucknow-227 105Email linakspcbyahoocomNomination FacilityIndividual Shareholders of physical shares can nominate any person for theshares held by them This will save the nominee from going through the lengthyprocess of getting the shares lateron transmitted to his name Members arerequested to write to the Registrar amp Share Transfer Agents to avail the facilityMeans of CommunicationThe financial results were published in the Hindustan Times in English andHindustan or Sahara in Hindi the vernacular newspaper All materialinformation about the Company is promptly uploaded online to the BSErsquosdesignated portal httplistingbseindiacom the Stock Exchange where theCompanyrsquos Shares are listed and released for dissemination to the public atlarge

Unclaimed DividendsThe Company has no unclaimed dividendTransfer Of Amounts To Investor Education And Protection FundYour Company did not have any funds lying unpaid or unclaimed for a periodof seven years Therefore there were no funds which were required to betransferred to Investor Education and Protection Fund (IEPF)Orders Passed By RegulatorsCourtsTribunalsThere is no such order passed by the RegulatorsCourtsTribunals in respectto the Company during the financial yearDisclosureThe Company entered into no transaction of material nature with the promotersDirectors the management or their relatives that could have had a potentialconflict with the interest of the Company The Register of contracts containingthe transactions in which the Directors are interested is regularly placed beforethe Board There were no pecuniary transactions with the independentnon-executive Directors other than payment for expensesfee for attending BoardMeetings

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry structure amp DevelopmentPCB industry consists of a handful of medium sized units and a number ofsmall-scale units which are mostly independent ie they are not part of anylarge conglomerate excepting a couple of unitsThe units were historically promoted by technocrat entrepreneurs who in theold days received bank finance easily to promote industrial growth Most ofthese units were set up in mid 80rsquos and some of them have ceased to operateThe survivors are those which from time to time have been investing intechnology and capacity Initially the units were manufacturing simple singlesided and double sided PCBs but now there are units like ATampS who aremaking PCBs with 24 layers buried vias 4 mil line and spaces etc In thearea of single sided PCBs we have some units that are now manufacturingflexible circuitsStill on the whole industry is small because the actual demand for PCBs formanufacturing various types of Electronic equipment is still not very large inIndia largely due to screw-driver-kit-assembly nature of the Indian equipmentindustry

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

9

Opportunities amp Threats The industry has a domestic market which initiallywas driven by telecommunication but thanks to the lopsided custom tariffstructure telecom manufacturing has shallowed out resulting in steep declinein PCB demand Although the telecom infrastructure has grown by leaps andbounds but the downstream electronic component demand has not seen anygrowth since all fresh demand for equipment has been met largely throughimports Thus now the domestic requirement is dependent on diversesegments like automation control instrumentation metering and automotiveAutomotive electronics though a massive growth engine can be volatile as itis subject to global business swings in this connected world of automotivebusiness with only a handful of players The gradual easing of custom dutiesis happening on account of India being a signatory to ITA But this threat isalso an opportunity because it applies to the developed countries too whoare still levying duty on Indian importsIn fact India with a low cost technical manpower enjoys tremendous advantageas an export-manufacturing base and especially to the high cost developedcountries of Europe and the US The industry and moreover Linaks shouldleverage this advantage The company is already working towards it as theyhave a clutch of regular and reliable customers in Europe and they are alsoin the process of developing new ones in Eastern Europe and AmericasRisks and Concerns Apart from ongoing impact of COVID-19 pandemicmajor risk the industry faces is of over dependence on one market segmentand the industry in India Linaks included has faced this prospect becausemany a times their fortunes have fluctuated with those of the telecommunicationsectorThen there is always the over riding concern of fast technologicalobsolescence which entails constant drain on resources at times impedingones capability to service onersquos customersOverview On the whole the industry has a lot of promise provided one isable to keep up with the demands of the market placeFinancial performance The financial performance is directly related to thecompanyrsquos ability to remain competitiveResource amp Liquidity Resource position would remain comfortable if thecompany is able to trade profitably and liquidity is the direct function of theaboveThe company has not been able to meet its financial goals because due toextraneous circumstances it went into losses and the rehabilitation packagedrawn under BIFR has also been buffeted by the uncertainty of the marketplaceOutlook The outlook is positive as market-wise we do not see any majorimpediment in re-establishing ourselves Our initial feelers in the PCB marketand also to our old customers has met with encouraging resultsInternal Control System Your Companyrsquos management continuously reviewsthe internal control system and procedures to ensure orderly and efficientconduct of business Your Company adheres to its written corporate policieswith respect to all transactions financial reporting and budgeting to ensurethat all assets are safeguarded and protected against loss from unauthoriseduse or disposition and that transactions are authorised recorded and reportedcorrectlyThe Company regularly conducts internal audits either through external orinternal resources to monitor the effectiveness of internal control in theorganisationAudits are finalised and conducted based on internal risk assessmentSignificant findings are brought to the notice of the Audit Committee of theBoard and corrective measures recommended for implementation Reportsof the internal auditor are also regularly reviewed by the Management andcorrective action initiated to strengthen the controls and enhance theeffectiveness of the existing systemsHuman Resources The Company gives full and fair consideration to allemployees with regard to their particular aptitudes and abilities Trainingcareer development and promotion are as far as practicable considered forall employees according to their skills and abilities The Company consistentlyseeks to recruit develop and employ throughout the organisation suitablyqualified capable and experienced people irrespective of race religion orsex All decisions relating to employment practices are objective free frombias and based solely upon work criteria and individual meritOur development performance and rewards system is linked to organisationperformance The Company strives to provide excellent staff welfare measuresto promote employee satisfaction and thereby attract and retain efficientmanpower Training needs are regularly identified and imparted with the helpof both internal trainers and external professional faculties of repute We

have built team driven organisation where all employees work together tocreate our futureCautionary Statement The statement made in this Report describing theCompanyrsquos projections expectations and estimations may be a forward lookingstatement within the meaning of applicable securities laws and regulationsThese statements are based on certain assumptions and expectations of futureevents Actual results may differ from those expressed or implied in this Reportdue to the influence of external and internal factors which are beyond thecontrol of the Company

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

Annexure AForm No MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31032020

[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 ofthe Companies (Appointment and Remuneration Personnel) Rules 2014]

ToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by LinaksMicro Electronics Limited (hereinafter called the company) Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluatingthe corporate conductsstatutory compliances and expressing my opinionthereonBased on our verification of the Linaks Micro Electronics Limitedrsquos bookspapers minute books forms and returns filed and other records maintainedby the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial auditWe hereby report that in our opinion the company has during the audit periodcovering the financial year ended on 31st March 2020 complied with thestatutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filedand other records maintained by Linaks Micro Electronics Limited (ldquotheCompanyrdquo) for the financial year ended on 31st March 2020 according to theprovisions of(i) The Companies Act 2013 and the Companies Act 1956 (to the extent

applicable) (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules

made thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed

thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations

made thereunder to the extent of Foreign Direct Investment OverseasDirect Investment and External Commercial Borrowings

Not applicable to the company during the Audit Period(v) The following Regulations and Guidelines prescribed under the Securities

and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-(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 2015(c) The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations 2009Not applicable to the company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999Securities And Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

Not applicable to the company during the Audit Period

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

10

(e) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

Not applicable to the company during the Audit Period(f) The Securities and Exchange Board of India (Registrars to an Issue and

Share Transfer Agents) Regulations 1993 regarding the Companies Actand dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009

Not applicable to the company during the Audit Period(h) The Securities and Exchange Board of India (Buyback of Securities)

Regulations 1998Not applicable to the company during the Audit Period

(i) The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

(vi) The other laws as may be applicable specifically to the company are1 The Air (Prevention and Control of Pollution) Act 19812 The Environment (Protection) Act 19863 The Water (Prevention and Control Pollution) Act 19744 Factories Act 19485 Industrial Disputes Act 19476 The Payment of Wages Act 19367 Maternity Benefit Act 19618 The Minimum Wages Act 19489 Employeesrsquo State Insurance Act 194810 The Employeesrsquo Provident Funds and Miscellaneous Provisions Act

195211 The Payment of Bonus Act 196512 The Payment of Gratuity Act 197213 The Industrial Employment (Standing Order) Act 194614 The Sexual Harassment of Women at Workplace (Prevention Prohibition

and Redressal) Act 2013We have also examined compliance with the applicable clauses of thefollowing

(i) Secretarial Standard on Meetings of the Board of Directors and GeneralMeetings issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with Bombay StockExchangeDuring the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etcas mentioned hereinaboveIn respect of other laws specifically applicable to the Company we haverelied on informationrecords produced by the company during the courseof our audit and the reporting is limited to that extent

We further report thatThe Board of Directors of the Company is duly constituted with properbalance of Executive Directors Non-Executive Directors and IndependentDirectors The changes in the composition of the Board of Directorsduring the period under review were carried out in compliance with theprovisions of the ActAdequate notice is given to all directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meetingand for meaningful participation at the meeting Majority decision iscarried through while the dissenting membersrsquo views are captured andrecorded as part of the minutesWe further report that there are adequate systems and processes inthe company commensurate with the size and operations of the companyto monitor and ensure compliance with applicable laws rules regulationsand guidelinesWe further report that during the audit period the company did nothave any specific events actions having a major bearing on thecompanyrsquos affairs in pursuance of the above referred laws rulesregulations guidelines standards etc referred to above

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020This report is to be read with our letter of even date which is annexed asrsquo

Annexure Arsquo and forms an integral part of this report

lsquoANNEXURE ArsquoToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105

Our report of even date is to be read along with this letter

1 Maintenance of secretarial record is the responsibility of the managementof the company Our responsibility is to express an opinion on thesesecretarial records based on our audit

2 We have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contents ofthe Secretarial records The verification was done on test basis to ensurethat correct facts are reflected in secretarial records We believe thatthe processes and practices we followed provide a reasonable basisfor our opinion

3 We have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the company

4 Where ever required we have obtained the Management representationabout the compliance of laws rules and regulations and happening ofevents etc

5 The compliance of the provisions of Corporate and other applicable lawsrules regulations standards is the responsibility of management Ourexamination was limited to the verification of procedures on test basis

6 The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness with whichthe management has conducted the affairs of the company

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020

Annexure BSecretarial compliance report of Linaks Microelectronics Limitedfor the year ended 31st March 2020

IWe have examined(a) all the documents and records made available to us and explanation

provided by Linaks Microelectronics Limited (ldquothe listed entityrdquo)(b) the filings submissions made by the listed entity to the stock exchanges(c) website of the listed entity(d) any other document filing as may be relevant which has been relied

upon to make this certification for the year ended 31032020 (ldquoReviewPeriodrdquo) in respect of compliance with the provisions of

(a) the Securities and Exchange Board of India Act 1992 (ldquoSEBI Actrdquo) andthe Regulations circulars guidelines issued there under and

(b) the Securities Contracts (Regulation) Act 1956 (ldquoSCRArdquo) rules madethere under and the Regulations circulars guidelines issued there underby the Securities and Exchange Board of India (ldquoSEBIrdquo)The specific Regulations whose provisions and the circulars guidelinesissued there under have been examined include-

a) Securit ies and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

b) Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018

c) Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations 2011

d) Securities and Exchange Board of India (Buyback of Securities)Regulations 2018

e) Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

f) Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations2013

h) Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 and circulars guidelines issued there under andbased on the above examination IWe hereby report that during theReview Period

a) The l isted enti ty has complied w ith the provisions of the aboveRegulations and circulars guidelines issued there under except inrespect of matters specified below-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

11

SrNo Compliance Requirement Deviations Observations (Regulations circulars Remarks of the guidelines including specific Practicing clause) Company Secretary NA NA NA

(b) The listed entity has maintained proper records under the provisions ofthe above Regulations and circulars guidelines issued there under inso far as it appears from myour examination of those records

(c) The following are the details of actions taken against the listed entity itspromoters directors material subsidiaries either by SEBI or by StockExchanges (including under the Standard Operating Procedures issuedby SEBI through various circulars) under the aforesaid Acts Regulationsand circulars guidelines issued there under

Sr No Action taken by Details of

violation

Details of action taken Eg fines warning letter

debarment etc

Observations remarks of the

Practicing Company

Secretary if NA NA NA NA

(d) The listed entity has taken the following actions to comply with theobservations made in previous reports

Sr No Observations of the Practicing

Company Secretary in the previous reports

Observations made in the secretarial compliance

report for the year Ended 31032019

Actions taken by the listed entity

if any

Comments of the Practicing Company Secretary on the actions taken by the listed entity

NA NA NA NA

Divya MatahProprietorDivya Matah amp AssociatesCompany SecretariesM No ndash 31186 CP - 11719Date 26062020Place Lucknow

Annexure C

FORM NO MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31032020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014I REGISTRATION amp OTHER DETAILS

1 CIN L32101UP1986PLC007841 2 Registration Date 11041986 3 Name of the Company LINAKS MICRO ELECTRONICS LIMITED 4 CategorySub-category of the Company Company limited by shares Non-Government Company

5 Address of the Registered office amp contact details

126 KM BARABANKI ROAD CHINHAT LUCKNOW UTTAR PRADESH INDIA - 227105

6 Whether listed company Yes

7 Name Address and Contact Details of the Registrar and Transfer Agent if any

MS Beetal Financial and Computer Services (P) Ltd Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre Dada Harsukhdas Mandir New Delhi- 110062

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 or more of the total turnover of the company shall be stated)

S No Name and Description of main products services NIC Code of the Productservice to total turnover of the company

1 Printed Circuit Board 32 100

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

12

III SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

13

B) Shareholding of Promoter-

Sl No Shareholderrsquos Name Shareholding at the

beginning of the year 31-03-2019 Shareholding at the end of the year-

31-03-2020

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

change in share holding

during the year

1 ANIL KUMAR SINGH ALSPS0283Q 5425500 312974

0 5425500 312974 0 0

2 ATUL KUMAR SINGH ADPPS6741L

93000

05365 0 93000 05365

0 0

3 BHANU PRATAP SINGH ANPPS2821R 60000 03461

0 60000 03461 0 0

4 GAUTAM SINGH ASWPS4298Q 132240

07628

0 132240 07628 0

0

5 HIMANSHU MOHAN SINGH 10800 00623 0 10800 00623 0 0

6 MANVI SINGH DEO ALGPS8666M 504476 29101 0

504476 29101 0 0

7 MEENA SINGH BCFPS4716M 1420880 81965 0 1420880 81965 0 0

8 NAMITA SINGH AEHPS7933M 448300

25861

0 448300 25861 0

0

9 RAJENDRA KUMAR MEHRA ADVPM5557C

7800

00450 0 7800 00450 0 0

10 RAJESH P SINGH 400

00023

0 400 00023 0

0

11 RAJESH PRASAD SINGH 132900

07666 0 132900 07666 0 0

12 SHOBHA SINGH AUZPS5187P 80000 04615 0 80000 04615 0 0

13 SIDDHARTH SINGH AKWPS0843H

74800

04315 0 74800

04315

0 0

14 SARLA SINGH ABIPS0818D 146260

08437 0 146260 08437 0 0

15 UDAYAN SINGH AWEPS7645F 102700

05924 0 102700 05924 0 0

16 USHA KIRAN AHAPK5385K 75000

04326 0 75000 04326 0 0

17 VIJAY SINGH 103000

05942 0 103000 05942 0 0

18 HARSH SINGH TRUST AABTH1990F (Transmitted from Harsh Singh)

262500 1514 0 262500 1514 0 0

Total 9080556 523819 0 9080556 523819 0 0

C) Change in Promotersrsquo Shareholding (please specify if there is no change)

SNo Name of the shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year

Nos of shares of total share of the Company

Nos of shares

of total share of the Company

1 At the beginning of the year 9080556 523819 9080556 523819

Date wise increase Decrease in promoters shareholding during the year specifying the reason for increase decrease (eg allotment transfer bonus sweat equity etc)

NA NA NA NA

At The End Of The Year 9080556 523819 9080556 523819

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

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Net

Blo

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alan

ce a

s at

Add

ition

sA

cqui

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Adj

usm

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Bal

ance

as

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ccum

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epre

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Adj

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ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

ited

126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

6

B) As required pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company didnot have any employee drawing a remuneration of Rs 6000 lacs pa ifemployed throughout the year or Rs500 lacs pm if employed for apart of the said year under review Moreover there was no employeeemployed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case maybe at a rate which in the aggregate is in excess of that drawn by themanaging director or whole-time director or manager and holds by himselfor along with his spouse and dependent children not less than twopercent of the equity shares of the company

C) None of the Managing Director or Whole-time Director of the Companywas in receipt of any commission from the Company Moreover as theCompany did not have any holding or subsidiary Company the questionof receiving commission by them from such Company also does notarise

15 DIRECTORSrsquo RESPONSIBILITY STATEMENTIn accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submit its responsibility Statement

(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating tomaterial departures

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of thecompany for that period

(c) the directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities

(d) the directors had prepared the annual accounts on a going concern basisand

(e) the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate andwere operating effectively

(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequateand operating effectively

16 CORPORATE SOCIAL RESPONSIBILITY INITIATIVESIn view of losses the Company has not developed and implementedany Corporate Social Responsibility initiatives as the said provisionsare not applicable

17 EXTRACT OF ANNUAL RETURN (FORM MGT-9)As per the requirements of Section 92(3) and 134(3)(a) of the Act andRules made thereunder the extract of the Annual Return for the FY2019-20 is given in lsquoAnnexure C lsquo in the prescribed Form MGT-9 whichis a part of this report

18 MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORTOF DIRECTORS ON CORPORATE GOVERNANCEYour Company has already implemented the requirement of Regulation27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ie Corporate Governance As required a ManagementDiscussion and Analysis Report and Directorsrsquo Report as well as AuditorsrsquoCertificate on Corporate Governance are given alongwith this report

19 ACKNOWLEDGEMENTYour Directors wish to place on record their appreciation for the co-operation and support extended by the Shareholders various authoritiesbanks dealers and vendorsThe Directors also acknowledge with gratitude the dedicated efforts andvaluable contribution made by all the employees of the Company

By order of the Board

Date 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

DIRECTORSrsquo REPORT ON CORPORATE GOVERNANCEPhilosophyLinaks upholds its standing at the forefront of Corporate Governance bestpractices Linaks envisages the attainment of the highest levels oftransparency accountability and ethics in all facets of its operations It hasbeen committed to the principles of transparency integrity accountability andresponsibility The Company takes feedback into account on its periodicreviews of the guidelines to ensure their continuing relevance effectivenessand responsiveness to the needs of its investors Linaks considers that all itsoperations and actions must serve the underlying goal of increasing employeeand customer satisfaction and enhancing overall Shareholder valueBoard of DirectorsThe Company has combination of executive and non-executive Directors withnon-executive Directors constituting more than 50 per cent of the Board Asper the Listing Agreement lsquoIndependentrsquo or Non-Executive Directors havebeen defined as directors who apart from receiving Directors remunerationdo not have any other material pecuniary relationship or transactions withthe Company its promoters its management or its subsidiaries which in thejudgment of the Board may affect independence of judgment of the DirectorsIndependent Directors play an important role in deliberations at the BoardMeetings and the Company benefits from their expertise in achieving itsstrategic direction The Directors bring to the Board a wide range of experienceand skills The Board is constituted as under

Only Audit Committee Investorsrsquo Grievance Committee Nomination andRemuneration Committee and Committee for Prevention of Sexual Harassmentof Women at workplace are considered for the purpose of Committee positionsas per listing AgreementResponsibilitiesThe Board of Directors represent the interests of the Companyrsquos shareholdersin optimising long-term value by providing the management with guidanceand strategic direction on the Shareholderrsquos behalf The Boardrsquos mandate isto oversee the Companyrsquos strategic decision review corporate performanceauthorise and monitor strategic investments ensure regulatory complianceand safeguard interests of Shareholders Board members ensure that theirother responsibilities do not impinge on their responsibility as a Director ofLinaksRole of Independent DirectorsIndependent Directors play an important role in deliberations at the boardmeetings and bring to the company their wide experience in the field of financeaccountancy law etc The wide knowledge of both their field of knowledgeand boardroom practices help foster unbiased independent and experiencedprospectiveAppointment of Independent DirectorsThe Company has 3 Independent directors on its BoardThe Current independent director on Board are Mr Udai Bhan Singh MrRam Chandra Gaur and Mr Jai Ram Singh None of the Independent directorsare liable to retire by rotationAll Independent Directors of the Company at the time of their first appointmentto the Board and thereafter at the first meeting of the Board in every FinancialYear give a declaration that they meet with the criteria of Independence asprovided under Section 149 of the Companies Act 2013 and SEBI (LODR)Regulations 2015Board EvaluationPursuant to the provisions of the Companies Act 2013 and Regulation 17 ofthe Listing Regulations the Board has carried out an annual performanceevaluation of its Independent Directors and the Independent Directors alsoevaluated the performance of the Non- Independent Directors The Board ofDirectors expressed their satisfaction with the evaluation process The Boardof Directors also evaluated the functioning performance of Audit CommitteeStakeholders Relationship Committee Nomination amp RemunerationCommittee CSR Committee and expressed satisfaction with their functioningperformance

SNo DIRECTORS DIN NOOF DIRECTORSHIP

NO OF COMMITTEES

CATEGORY OF DIRECTOR

1 Mr Anil Kumar Singh 00225518 0 3 Member Managing Director 2 Mrs Meena Singh 02775239 0 1 Chairperson

1 Member Non Executive Non-Independent Director

3 Mr Udai Bhan Singh 06650869 0 2 Chairperson 2 Member

Independent Director

4 Mr Ram Chandra Gaur 02317264 2 2 Member Independent Director

5 Mr Jai Ram Singh 08356669 0 1 Chairperson Independent Director

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDBoard MeetingsThe meetings of the Board are generally held at the Registered office of thecompany Meetings are generally scheduled well in advance The Board meetsat least once a quarter to review the quarterly performance and the financialresults of the companyThe Company Secretary in consultation with the Managing Director preparesthe detailed agenda of the Board Meetings The Board papers are circulatedto the directors in advanceDuring the financial year 2019-20 the Board of Directors of the Companyduly met Six (6) times The intervening gap between the two meetings waswithin the period as prescribed under the Companies Act 2013The attendance of each director at the Board Meetings and at last AGM is asunder

Directors No Of board meetings attended Attendance At The34 th AGM

Mr Anil Kumar Singh 6 Yes

Mrs Meena Singh 6 Yes

Mr Udai Bhan Singh 6 Yes

Mr Ram Chandra Gaur 4 No

Mr Jai Ram Singh 6 No

Board CommitteesTo enable better and more focused attention on the affairs of the Companythe Board delegates particular matters to Committees of the Board set up forthe purpose These Committees prepare the groundwork for decision-makingand report at the subsequent Board MeetingThe Board is assisted by various committees- Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee ANDCommittee for Prevention of Sexual Harassment of Women at workplaceAudit CommitteeThe Audit Committee is constituted in accordance with the provisions ofRegulation 18 of SEBI (LODR) Regulations 2015 and Section 177 of theCompanies Act 2013 The Audit Committee comprises of

a Mr Ram Chandra Gaur ndash Member (Independent Director)b Mr Udai Bhan Singh ndash Chairperson (Independent Director)c Mr Anil Kumar Singh ndash Member (Managing Director)

The meetings of the audit committee are scheduled well in advance Theaudit committee met 4 times during the year under review on 2905201907082019 11112019 and 07022020 The Committee reviewed thequarterlyannual financial statements before submission to the Board forapprovalThe Committee reviews the report of the internal auditors and statutory auditorsalong with the comments and corrective actions taken by the ManagementThe committee also reviews the Asset- liability management systemNomination amp Remuneration CommitteeThe Companyrsquos Nomination amp Remuneration Committee consists of followingDirectors namely

a) Mr RC Gaur ndashMember (Independent Director)b) Mr Jai Ram Singh ndashChairperson (Independent director)c) Mr Udai Bhan Singh ndash Member (Independent Director)

The salary of the ManagingWhole-time Directors is recommended by theRemuneration Committee and approved by the Board No remuneration ispaid to the Non-Executive DirectorsThe powers role and terms of reference of the Nomination and RemunerationCommittee covers the areas as contemplated under SEBI (LODR) Regulations2015 Section 178 of the Companies Act 2013 and Rules made thereunderThe role of the Nomination and Remuneration Committee inter alia includesformulation of criteria of determining qualifications positive attributes andindependence of a director and recommendation to the Board of theremuneration policy formulation of criteria for evaluation of the IndependentDirectors and the Board devising a policy on Board Diversity and identificationof persons who are qualified to become directors and who may be appointedin senior management in accordance with criteria laid down and recommendto the Board their appointment and removalDuring the year the Nomination and Remuneration Committee met 2 Timeson 02042019 and 07022020

Remuneration PolicyThe Company has on the recommendation of the Nomination amp RemunerationCommittee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration This policy enablesto attract and maintain talented and motivated executives so as to encourageenhanced performance of the Company The remuneration policy envisagesa clear relationship between performance and remuneration including theremuneration paid and overall corporate performanceRemuneration paid to DirectorsManagingWhole-time Directors of the Company have been appointed on acontractual basis on the approval of the Shareholders Remuneration packageof Executive Directors is determined by the Remuneration Committee ofDirectors within the permissible limits under the applicable provisions of lawand is approved by Shareholders It comprises salary and other allowancesperquisites as approved by Shareholders Non-Executive Directors have sofar not been paid any remunerationcommission apart from sitting fees Detailsof remuneration to Directors are as follows

Director Relation with Linaks

Sitting fees

Remuneration paid during 010419 - 310320

Salary amp Perquisites Commission Total

Mr Anil K Singh Managing Director NIL 360000 NIL 360000

Stakeholders Relationship CommitteeThe stakeholders relationship committee comprises ofa) Mr Udai Bhan Singh ndash Chairperson (Independent Director)b) Mr Anil Kumar Singh ndash Member (Managing Director)c) Mrs Meena Singh ndash Member (Non Executive non-independent director)The Committee looks into the redressal of shareholders investors depositorsand Customer complaints The stakeholders relationship committee met 1time in the year on 07022020Committee for prevention of Sexual Harassment of Women at workplaceThe Members of the Committee for prevention of Sexual Harassment of Womenat workplace of the Company area) Mrs Meena Singh- Chairperson (Non Executive non-independent director)b) Mr AK Singh ndash Member (Managing Director)c) Mr UB Singh- Member (Independent Director)The Committee is authorised to strictly implement Companyrsquos policy forprevention of Sexual Harassment of Women at workplace and take suitabledisciplinary action against erring employee if any The committee met 1 timein the year on 07022020 However no complaint of sexual harassment wasreceived during the yearCertificate under Regulation 34(3) of SEBI Listing RegulationsThe Company has obtained a certificate pursuant to the Regulation 34(3)read with Schedule V of the Listing Regulations from MS Divya Matah andAssociates a firm of Company Secretary in practice confirming that none ofthe Directors are debarred or disqualified from being appointed or continuingas Directors of the Company either by Securities and Exchange Board ofIndia or the Ministry of Corporate Affairs or any other Statutory Authority Thesaid certificate forms part of this repot as lsquoAnnexure D lsquoShareholding of DirectorsThe Shareholding details of the directors as at March 31 2020 are includedin Form MGT-9 forming part of the Directorsrsquo Report Vigil Mechanism Whistle Blower PolicyThe Company believes to conduct its affairs in a fair and transparent mannerby adopting highest standards of professionalism honesty integrity and ethicalbehaviour The Company is committed in developing a culture where it issafe for all the employees to raise concerns about any wrongful conductThe Board has approved the vigil mechanism Whistle Blower policy of theCompany which provides a framework to promote a responsible and securewhistle blowing The Audit Committee oversees the Vigil MechanismParticulars Of Related Party TransactionsThere are no material related party transactions which are not in ordinarycourse of business or which are not on armrsquos length basis and hence thereis no information to be provided as required under Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014

7

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

8

Annual General MeetingsFollowing are details of the Annual General Meetings for the previous threeyears held The AGMs were held at the registered office of the Company at126 kms Barabanki Road Chinhut Lucknow

S No Particulars of Meeting Day and Date Number of SR passed Nature of SR

2018-19 34th Annual General Meeting

Monday 23rd September 2019 1

Appointment of Mr Jai Ram Singh as

Independent Director

2017-18 33rd Annual General Meeting

Wednesday 26th September 2018 1

Increase in remuneration of

Managing Director

2016-17 32nd Annual General Meeting

Thursday 28th September 2017 0 -

Month Open High Low Close No of SharesApr-19 068 068 068 068 536Jun-19 065 068 065 068 8535Jul-19 068 068 068 068 228Aug-19 068 068 059 059 1885Sep-19 059 059 057 057 2725Oct-19 057 059 057 057 2152Nov-19 057 057 057 057 2354Dec-19 055 055 055 055 1358Jan-20 055 055 055 055 210Feb-20 053 053 051 051 3265Mar-20 049 049 049 049 1127

Generally all the resolutions in the AGM are passed through show of handsNone of the Special Resolutions passed at the above Annual General Meetingswere required to be put to vote through Postal Ballot However as requiredthe Company made necessary arrangements of e-voting with NSDL on theoccasion of the Annual General Meeting held on 23092019Market price data

Shareholding of nominal Shareholders Total to Totalvalue of Re1 - held Shares Shares

Number of Total1-5000 4828 9598 3430551 1978945001-10000 106 210 464105 4407810001-50000 63 122 1206730 6961150001-100000 16 031 1222524 70522100001 amp above 17 033 10711390 617895TOTAL 5030 10000 17335300 10000

Depository ServicesFor guidance on Depository services Shareholders may write to the Registrarand Share Transfer Agent or National Securities Depository Limited TradeWorld 4th Floor Kamala Mills Compound Senapati Bapat Marg Lower ParelMumbai-400013 email infonsdlcoin website wwwnsdlcom or CentralDepository Services (India) Limited Marathon Futurex A-Wing 25th FloorNM Joshi Marg Lower Parel Mumbai-400013email investorscdslindiacom website wwwcdslindiacomShare Transfer SystemAs per the directions of SEBI the Company has appointed Ms Beetal Financialamp Computer Services (P) Ltd as Common Agency for Share transfer both inphysical and demat form wef 01042003The Registrar and Share Transfer Agents register share transfers in physicalform within 15-20 days of the receipt of the completed documents Invalidshare transfers were returned within 15 days of receipt All requests fordematerialisation of Shares were processed and confirmations were given tothe respective Depositories ie National Securities Depository Limited andCentral Depository Services (India) Ltd The company also offers transfercum Demat facility simultaneouslyRegistrar amp Share Transfer AgentMs Beetal Financial amp Computer Services (P) LtdBeetal House 3rd Floor 99 MadangirBehind Local Shopping CentreNr Dada Harsukhdas MandirNew Delhi-110 062Ph 011-29961281E-mail beetalrtagmailcom

Distribution Schedule as on March 31 2020

Dematerialisation of Shares amp LiquidityThe Company has entered into agreements with National Securities DepositoryLimited (NSDL) amp Central Depository Services (India) Limited (CDSL) As atMarch 31 2020 77257 percent (13392760 Shares) of the Companyrsquos totalshares were held in dematerialised form while 22743 percent (3942540Shares) were held in physical form

Outstanding GDRsADRsWarrants or any Convertible instrumentsconversionDate impact on Equity NA

Address for CorrespondenceLinaks Microelectronics Ltd Phone 0522-6549493126 km Barabanki RoadChinhat Lucknow-227 105Email linakspcbyahoocomNomination FacilityIndividual Shareholders of physical shares can nominate any person for theshares held by them This will save the nominee from going through the lengthyprocess of getting the shares lateron transmitted to his name Members arerequested to write to the Registrar amp Share Transfer Agents to avail the facilityMeans of CommunicationThe financial results were published in the Hindustan Times in English andHindustan or Sahara in Hindi the vernacular newspaper All materialinformation about the Company is promptly uploaded online to the BSErsquosdesignated portal httplistingbseindiacom the Stock Exchange where theCompanyrsquos Shares are listed and released for dissemination to the public atlarge

Unclaimed DividendsThe Company has no unclaimed dividendTransfer Of Amounts To Investor Education And Protection FundYour Company did not have any funds lying unpaid or unclaimed for a periodof seven years Therefore there were no funds which were required to betransferred to Investor Education and Protection Fund (IEPF)Orders Passed By RegulatorsCourtsTribunalsThere is no such order passed by the RegulatorsCourtsTribunals in respectto the Company during the financial yearDisclosureThe Company entered into no transaction of material nature with the promotersDirectors the management or their relatives that could have had a potentialconflict with the interest of the Company The Register of contracts containingthe transactions in which the Directors are interested is regularly placed beforethe Board There were no pecuniary transactions with the independentnon-executive Directors other than payment for expensesfee for attending BoardMeetings

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry structure amp DevelopmentPCB industry consists of a handful of medium sized units and a number ofsmall-scale units which are mostly independent ie they are not part of anylarge conglomerate excepting a couple of unitsThe units were historically promoted by technocrat entrepreneurs who in theold days received bank finance easily to promote industrial growth Most ofthese units were set up in mid 80rsquos and some of them have ceased to operateThe survivors are those which from time to time have been investing intechnology and capacity Initially the units were manufacturing simple singlesided and double sided PCBs but now there are units like ATampS who aremaking PCBs with 24 layers buried vias 4 mil line and spaces etc In thearea of single sided PCBs we have some units that are now manufacturingflexible circuitsStill on the whole industry is small because the actual demand for PCBs formanufacturing various types of Electronic equipment is still not very large inIndia largely due to screw-driver-kit-assembly nature of the Indian equipmentindustry

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

9

Opportunities amp Threats The industry has a domestic market which initiallywas driven by telecommunication but thanks to the lopsided custom tariffstructure telecom manufacturing has shallowed out resulting in steep declinein PCB demand Although the telecom infrastructure has grown by leaps andbounds but the downstream electronic component demand has not seen anygrowth since all fresh demand for equipment has been met largely throughimports Thus now the domestic requirement is dependent on diversesegments like automation control instrumentation metering and automotiveAutomotive electronics though a massive growth engine can be volatile as itis subject to global business swings in this connected world of automotivebusiness with only a handful of players The gradual easing of custom dutiesis happening on account of India being a signatory to ITA But this threat isalso an opportunity because it applies to the developed countries too whoare still levying duty on Indian importsIn fact India with a low cost technical manpower enjoys tremendous advantageas an export-manufacturing base and especially to the high cost developedcountries of Europe and the US The industry and moreover Linaks shouldleverage this advantage The company is already working towards it as theyhave a clutch of regular and reliable customers in Europe and they are alsoin the process of developing new ones in Eastern Europe and AmericasRisks and Concerns Apart from ongoing impact of COVID-19 pandemicmajor risk the industry faces is of over dependence on one market segmentand the industry in India Linaks included has faced this prospect becausemany a times their fortunes have fluctuated with those of the telecommunicationsectorThen there is always the over riding concern of fast technologicalobsolescence which entails constant drain on resources at times impedingones capability to service onersquos customersOverview On the whole the industry has a lot of promise provided one isable to keep up with the demands of the market placeFinancial performance The financial performance is directly related to thecompanyrsquos ability to remain competitiveResource amp Liquidity Resource position would remain comfortable if thecompany is able to trade profitably and liquidity is the direct function of theaboveThe company has not been able to meet its financial goals because due toextraneous circumstances it went into losses and the rehabilitation packagedrawn under BIFR has also been buffeted by the uncertainty of the marketplaceOutlook The outlook is positive as market-wise we do not see any majorimpediment in re-establishing ourselves Our initial feelers in the PCB marketand also to our old customers has met with encouraging resultsInternal Control System Your Companyrsquos management continuously reviewsthe internal control system and procedures to ensure orderly and efficientconduct of business Your Company adheres to its written corporate policieswith respect to all transactions financial reporting and budgeting to ensurethat all assets are safeguarded and protected against loss from unauthoriseduse or disposition and that transactions are authorised recorded and reportedcorrectlyThe Company regularly conducts internal audits either through external orinternal resources to monitor the effectiveness of internal control in theorganisationAudits are finalised and conducted based on internal risk assessmentSignificant findings are brought to the notice of the Audit Committee of theBoard and corrective measures recommended for implementation Reportsof the internal auditor are also regularly reviewed by the Management andcorrective action initiated to strengthen the controls and enhance theeffectiveness of the existing systemsHuman Resources The Company gives full and fair consideration to allemployees with regard to their particular aptitudes and abilities Trainingcareer development and promotion are as far as practicable considered forall employees according to their skills and abilities The Company consistentlyseeks to recruit develop and employ throughout the organisation suitablyqualified capable and experienced people irrespective of race religion orsex All decisions relating to employment practices are objective free frombias and based solely upon work criteria and individual meritOur development performance and rewards system is linked to organisationperformance The Company strives to provide excellent staff welfare measuresto promote employee satisfaction and thereby attract and retain efficientmanpower Training needs are regularly identified and imparted with the helpof both internal trainers and external professional faculties of repute We

have built team driven organisation where all employees work together tocreate our futureCautionary Statement The statement made in this Report describing theCompanyrsquos projections expectations and estimations may be a forward lookingstatement within the meaning of applicable securities laws and regulationsThese statements are based on certain assumptions and expectations of futureevents Actual results may differ from those expressed or implied in this Reportdue to the influence of external and internal factors which are beyond thecontrol of the Company

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

Annexure AForm No MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31032020

[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 ofthe Companies (Appointment and Remuneration Personnel) Rules 2014]

ToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by LinaksMicro Electronics Limited (hereinafter called the company) Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluatingthe corporate conductsstatutory compliances and expressing my opinionthereonBased on our verification of the Linaks Micro Electronics Limitedrsquos bookspapers minute books forms and returns filed and other records maintainedby the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial auditWe hereby report that in our opinion the company has during the audit periodcovering the financial year ended on 31st March 2020 complied with thestatutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filedand other records maintained by Linaks Micro Electronics Limited (ldquotheCompanyrdquo) for the financial year ended on 31st March 2020 according to theprovisions of(i) The Companies Act 2013 and the Companies Act 1956 (to the extent

applicable) (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules

made thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed

thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations

made thereunder to the extent of Foreign Direct Investment OverseasDirect Investment and External Commercial Borrowings

Not applicable to the company during the Audit Period(v) The following Regulations and Guidelines prescribed under the Securities

and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-(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 2015(c) The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations 2009Not applicable to the company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999Securities And Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

Not applicable to the company during the Audit Period

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

10

(e) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

Not applicable to the company during the Audit Period(f) The Securities and Exchange Board of India (Registrars to an Issue and

Share Transfer Agents) Regulations 1993 regarding the Companies Actand dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009

Not applicable to the company during the Audit Period(h) The Securities and Exchange Board of India (Buyback of Securities)

Regulations 1998Not applicable to the company during the Audit Period

(i) The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

(vi) The other laws as may be applicable specifically to the company are1 The Air (Prevention and Control of Pollution) Act 19812 The Environment (Protection) Act 19863 The Water (Prevention and Control Pollution) Act 19744 Factories Act 19485 Industrial Disputes Act 19476 The Payment of Wages Act 19367 Maternity Benefit Act 19618 The Minimum Wages Act 19489 Employeesrsquo State Insurance Act 194810 The Employeesrsquo Provident Funds and Miscellaneous Provisions Act

195211 The Payment of Bonus Act 196512 The Payment of Gratuity Act 197213 The Industrial Employment (Standing Order) Act 194614 The Sexual Harassment of Women at Workplace (Prevention Prohibition

and Redressal) Act 2013We have also examined compliance with the applicable clauses of thefollowing

(i) Secretarial Standard on Meetings of the Board of Directors and GeneralMeetings issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with Bombay StockExchangeDuring the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etcas mentioned hereinaboveIn respect of other laws specifically applicable to the Company we haverelied on informationrecords produced by the company during the courseof our audit and the reporting is limited to that extent

We further report thatThe Board of Directors of the Company is duly constituted with properbalance of Executive Directors Non-Executive Directors and IndependentDirectors The changes in the composition of the Board of Directorsduring the period under review were carried out in compliance with theprovisions of the ActAdequate notice is given to all directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meetingand for meaningful participation at the meeting Majority decision iscarried through while the dissenting membersrsquo views are captured andrecorded as part of the minutesWe further report that there are adequate systems and processes inthe company commensurate with the size and operations of the companyto monitor and ensure compliance with applicable laws rules regulationsand guidelinesWe further report that during the audit period the company did nothave any specific events actions having a major bearing on thecompanyrsquos affairs in pursuance of the above referred laws rulesregulations guidelines standards etc referred to above

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020This report is to be read with our letter of even date which is annexed asrsquo

Annexure Arsquo and forms an integral part of this report

lsquoANNEXURE ArsquoToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105

Our report of even date is to be read along with this letter

1 Maintenance of secretarial record is the responsibility of the managementof the company Our responsibility is to express an opinion on thesesecretarial records based on our audit

2 We have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contents ofthe Secretarial records The verification was done on test basis to ensurethat correct facts are reflected in secretarial records We believe thatthe processes and practices we followed provide a reasonable basisfor our opinion

3 We have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the company

4 Where ever required we have obtained the Management representationabout the compliance of laws rules and regulations and happening ofevents etc

5 The compliance of the provisions of Corporate and other applicable lawsrules regulations standards is the responsibility of management Ourexamination was limited to the verification of procedures on test basis

6 The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness with whichthe management has conducted the affairs of the company

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020

Annexure BSecretarial compliance report of Linaks Microelectronics Limitedfor the year ended 31st March 2020

IWe have examined(a) all the documents and records made available to us and explanation

provided by Linaks Microelectronics Limited (ldquothe listed entityrdquo)(b) the filings submissions made by the listed entity to the stock exchanges(c) website of the listed entity(d) any other document filing as may be relevant which has been relied

upon to make this certification for the year ended 31032020 (ldquoReviewPeriodrdquo) in respect of compliance with the provisions of

(a) the Securities and Exchange Board of India Act 1992 (ldquoSEBI Actrdquo) andthe Regulations circulars guidelines issued there under and

(b) the Securities Contracts (Regulation) Act 1956 (ldquoSCRArdquo) rules madethere under and the Regulations circulars guidelines issued there underby the Securities and Exchange Board of India (ldquoSEBIrdquo)The specific Regulations whose provisions and the circulars guidelinesissued there under have been examined include-

a) Securit ies and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

b) Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018

c) Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations 2011

d) Securities and Exchange Board of India (Buyback of Securities)Regulations 2018

e) Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

f) Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations2013

h) Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 and circulars guidelines issued there under andbased on the above examination IWe hereby report that during theReview Period

a) The l isted enti ty has complied w ith the provisions of the aboveRegulations and circulars guidelines issued there under except inrespect of matters specified below-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

11

SrNo Compliance Requirement Deviations Observations (Regulations circulars Remarks of the guidelines including specific Practicing clause) Company Secretary NA NA NA

(b) The listed entity has maintained proper records under the provisions ofthe above Regulations and circulars guidelines issued there under inso far as it appears from myour examination of those records

(c) The following are the details of actions taken against the listed entity itspromoters directors material subsidiaries either by SEBI or by StockExchanges (including under the Standard Operating Procedures issuedby SEBI through various circulars) under the aforesaid Acts Regulationsand circulars guidelines issued there under

Sr No Action taken by Details of

violation

Details of action taken Eg fines warning letter

debarment etc

Observations remarks of the

Practicing Company

Secretary if NA NA NA NA

(d) The listed entity has taken the following actions to comply with theobservations made in previous reports

Sr No Observations of the Practicing

Company Secretary in the previous reports

Observations made in the secretarial compliance

report for the year Ended 31032019

Actions taken by the listed entity

if any

Comments of the Practicing Company Secretary on the actions taken by the listed entity

NA NA NA NA

Divya MatahProprietorDivya Matah amp AssociatesCompany SecretariesM No ndash 31186 CP - 11719Date 26062020Place Lucknow

Annexure C

FORM NO MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31032020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014I REGISTRATION amp OTHER DETAILS

1 CIN L32101UP1986PLC007841 2 Registration Date 11041986 3 Name of the Company LINAKS MICRO ELECTRONICS LIMITED 4 CategorySub-category of the Company Company limited by shares Non-Government Company

5 Address of the Registered office amp contact details

126 KM BARABANKI ROAD CHINHAT LUCKNOW UTTAR PRADESH INDIA - 227105

6 Whether listed company Yes

7 Name Address and Contact Details of the Registrar and Transfer Agent if any

MS Beetal Financial and Computer Services (P) Ltd Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre Dada Harsukhdas Mandir New Delhi- 110062

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 or more of the total turnover of the company shall be stated)

S No Name and Description of main products services NIC Code of the Productservice to total turnover of the company

1 Printed Circuit Board 32 100

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

12

III SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

13

B) Shareholding of Promoter-

Sl No Shareholderrsquos Name Shareholding at the

beginning of the year 31-03-2019 Shareholding at the end of the year-

31-03-2020

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

change in share holding

during the year

1 ANIL KUMAR SINGH ALSPS0283Q 5425500 312974

0 5425500 312974 0 0

2 ATUL KUMAR SINGH ADPPS6741L

93000

05365 0 93000 05365

0 0

3 BHANU PRATAP SINGH ANPPS2821R 60000 03461

0 60000 03461 0 0

4 GAUTAM SINGH ASWPS4298Q 132240

07628

0 132240 07628 0

0

5 HIMANSHU MOHAN SINGH 10800 00623 0 10800 00623 0 0

6 MANVI SINGH DEO ALGPS8666M 504476 29101 0

504476 29101 0 0

7 MEENA SINGH BCFPS4716M 1420880 81965 0 1420880 81965 0 0

8 NAMITA SINGH AEHPS7933M 448300

25861

0 448300 25861 0

0

9 RAJENDRA KUMAR MEHRA ADVPM5557C

7800

00450 0 7800 00450 0 0

10 RAJESH P SINGH 400

00023

0 400 00023 0

0

11 RAJESH PRASAD SINGH 132900

07666 0 132900 07666 0 0

12 SHOBHA SINGH AUZPS5187P 80000 04615 0 80000 04615 0 0

13 SIDDHARTH SINGH AKWPS0843H

74800

04315 0 74800

04315

0 0

14 SARLA SINGH ABIPS0818D 146260

08437 0 146260 08437 0 0

15 UDAYAN SINGH AWEPS7645F 102700

05924 0 102700 05924 0 0

16 USHA KIRAN AHAPK5385K 75000

04326 0 75000 04326 0 0

17 VIJAY SINGH 103000

05942 0 103000 05942 0 0

18 HARSH SINGH TRUST AABTH1990F (Transmitted from Harsh Singh)

262500 1514 0 262500 1514 0 0

Total 9080556 523819 0 9080556 523819 0 0

C) Change in Promotersrsquo Shareholding (please specify if there is no change)

SNo Name of the shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year

Nos of shares of total share of the Company

Nos of shares

of total share of the Company

1 At the beginning of the year 9080556 523819 9080556 523819

Date wise increase Decrease in promoters shareholding during the year specifying the reason for increase decrease (eg allotment transfer bonus sweat equity etc)

NA NA NA NA

At The End Of The Year 9080556 523819 9080556 523819

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

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00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

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rn to

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ics

Lim

ited

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oad

Chin

hat

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- 227

105

By

Cou

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  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDBoard MeetingsThe meetings of the Board are generally held at the Registered office of thecompany Meetings are generally scheduled well in advance The Board meetsat least once a quarter to review the quarterly performance and the financialresults of the companyThe Company Secretary in consultation with the Managing Director preparesthe detailed agenda of the Board Meetings The Board papers are circulatedto the directors in advanceDuring the financial year 2019-20 the Board of Directors of the Companyduly met Six (6) times The intervening gap between the two meetings waswithin the period as prescribed under the Companies Act 2013The attendance of each director at the Board Meetings and at last AGM is asunder

Directors No Of board meetings attended Attendance At The34 th AGM

Mr Anil Kumar Singh 6 Yes

Mrs Meena Singh 6 Yes

Mr Udai Bhan Singh 6 Yes

Mr Ram Chandra Gaur 4 No

Mr Jai Ram Singh 6 No

Board CommitteesTo enable better and more focused attention on the affairs of the Companythe Board delegates particular matters to Committees of the Board set up forthe purpose These Committees prepare the groundwork for decision-makingand report at the subsequent Board MeetingThe Board is assisted by various committees- Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee ANDCommittee for Prevention of Sexual Harassment of Women at workplaceAudit CommitteeThe Audit Committee is constituted in accordance with the provisions ofRegulation 18 of SEBI (LODR) Regulations 2015 and Section 177 of theCompanies Act 2013 The Audit Committee comprises of

a Mr Ram Chandra Gaur ndash Member (Independent Director)b Mr Udai Bhan Singh ndash Chairperson (Independent Director)c Mr Anil Kumar Singh ndash Member (Managing Director)

The meetings of the audit committee are scheduled well in advance Theaudit committee met 4 times during the year under review on 2905201907082019 11112019 and 07022020 The Committee reviewed thequarterlyannual financial statements before submission to the Board forapprovalThe Committee reviews the report of the internal auditors and statutory auditorsalong with the comments and corrective actions taken by the ManagementThe committee also reviews the Asset- liability management systemNomination amp Remuneration CommitteeThe Companyrsquos Nomination amp Remuneration Committee consists of followingDirectors namely

a) Mr RC Gaur ndashMember (Independent Director)b) Mr Jai Ram Singh ndashChairperson (Independent director)c) Mr Udai Bhan Singh ndash Member (Independent Director)

The salary of the ManagingWhole-time Directors is recommended by theRemuneration Committee and approved by the Board No remuneration ispaid to the Non-Executive DirectorsThe powers role and terms of reference of the Nomination and RemunerationCommittee covers the areas as contemplated under SEBI (LODR) Regulations2015 Section 178 of the Companies Act 2013 and Rules made thereunderThe role of the Nomination and Remuneration Committee inter alia includesformulation of criteria of determining qualifications positive attributes andindependence of a director and recommendation to the Board of theremuneration policy formulation of criteria for evaluation of the IndependentDirectors and the Board devising a policy on Board Diversity and identificationof persons who are qualified to become directors and who may be appointedin senior management in accordance with criteria laid down and recommendto the Board their appointment and removalDuring the year the Nomination and Remuneration Committee met 2 Timeson 02042019 and 07022020

Remuneration PolicyThe Company has on the recommendation of the Nomination amp RemunerationCommittee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration This policy enablesto attract and maintain talented and motivated executives so as to encourageenhanced performance of the Company The remuneration policy envisagesa clear relationship between performance and remuneration including theremuneration paid and overall corporate performanceRemuneration paid to DirectorsManagingWhole-time Directors of the Company have been appointed on acontractual basis on the approval of the Shareholders Remuneration packageof Executive Directors is determined by the Remuneration Committee ofDirectors within the permissible limits under the applicable provisions of lawand is approved by Shareholders It comprises salary and other allowancesperquisites as approved by Shareholders Non-Executive Directors have sofar not been paid any remunerationcommission apart from sitting fees Detailsof remuneration to Directors are as follows

Director Relation with Linaks

Sitting fees

Remuneration paid during 010419 - 310320

Salary amp Perquisites Commission Total

Mr Anil K Singh Managing Director NIL 360000 NIL 360000

Stakeholders Relationship CommitteeThe stakeholders relationship committee comprises ofa) Mr Udai Bhan Singh ndash Chairperson (Independent Director)b) Mr Anil Kumar Singh ndash Member (Managing Director)c) Mrs Meena Singh ndash Member (Non Executive non-independent director)The Committee looks into the redressal of shareholders investors depositorsand Customer complaints The stakeholders relationship committee met 1time in the year on 07022020Committee for prevention of Sexual Harassment of Women at workplaceThe Members of the Committee for prevention of Sexual Harassment of Womenat workplace of the Company area) Mrs Meena Singh- Chairperson (Non Executive non-independent director)b) Mr AK Singh ndash Member (Managing Director)c) Mr UB Singh- Member (Independent Director)The Committee is authorised to strictly implement Companyrsquos policy forprevention of Sexual Harassment of Women at workplace and take suitabledisciplinary action against erring employee if any The committee met 1 timein the year on 07022020 However no complaint of sexual harassment wasreceived during the yearCertificate under Regulation 34(3) of SEBI Listing RegulationsThe Company has obtained a certificate pursuant to the Regulation 34(3)read with Schedule V of the Listing Regulations from MS Divya Matah andAssociates a firm of Company Secretary in practice confirming that none ofthe Directors are debarred or disqualified from being appointed or continuingas Directors of the Company either by Securities and Exchange Board ofIndia or the Ministry of Corporate Affairs or any other Statutory Authority Thesaid certificate forms part of this repot as lsquoAnnexure D lsquoShareholding of DirectorsThe Shareholding details of the directors as at March 31 2020 are includedin Form MGT-9 forming part of the Directorsrsquo Report Vigil Mechanism Whistle Blower PolicyThe Company believes to conduct its affairs in a fair and transparent mannerby adopting highest standards of professionalism honesty integrity and ethicalbehaviour The Company is committed in developing a culture where it issafe for all the employees to raise concerns about any wrongful conductThe Board has approved the vigil mechanism Whistle Blower policy of theCompany which provides a framework to promote a responsible and securewhistle blowing The Audit Committee oversees the Vigil MechanismParticulars Of Related Party TransactionsThere are no material related party transactions which are not in ordinarycourse of business or which are not on armrsquos length basis and hence thereis no information to be provided as required under Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014

7

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

8

Annual General MeetingsFollowing are details of the Annual General Meetings for the previous threeyears held The AGMs were held at the registered office of the Company at126 kms Barabanki Road Chinhut Lucknow

S No Particulars of Meeting Day and Date Number of SR passed Nature of SR

2018-19 34th Annual General Meeting

Monday 23rd September 2019 1

Appointment of Mr Jai Ram Singh as

Independent Director

2017-18 33rd Annual General Meeting

Wednesday 26th September 2018 1

Increase in remuneration of

Managing Director

2016-17 32nd Annual General Meeting

Thursday 28th September 2017 0 -

Month Open High Low Close No of SharesApr-19 068 068 068 068 536Jun-19 065 068 065 068 8535Jul-19 068 068 068 068 228Aug-19 068 068 059 059 1885Sep-19 059 059 057 057 2725Oct-19 057 059 057 057 2152Nov-19 057 057 057 057 2354Dec-19 055 055 055 055 1358Jan-20 055 055 055 055 210Feb-20 053 053 051 051 3265Mar-20 049 049 049 049 1127

Generally all the resolutions in the AGM are passed through show of handsNone of the Special Resolutions passed at the above Annual General Meetingswere required to be put to vote through Postal Ballot However as requiredthe Company made necessary arrangements of e-voting with NSDL on theoccasion of the Annual General Meeting held on 23092019Market price data

Shareholding of nominal Shareholders Total to Totalvalue of Re1 - held Shares Shares

Number of Total1-5000 4828 9598 3430551 1978945001-10000 106 210 464105 4407810001-50000 63 122 1206730 6961150001-100000 16 031 1222524 70522100001 amp above 17 033 10711390 617895TOTAL 5030 10000 17335300 10000

Depository ServicesFor guidance on Depository services Shareholders may write to the Registrarand Share Transfer Agent or National Securities Depository Limited TradeWorld 4th Floor Kamala Mills Compound Senapati Bapat Marg Lower ParelMumbai-400013 email infonsdlcoin website wwwnsdlcom or CentralDepository Services (India) Limited Marathon Futurex A-Wing 25th FloorNM Joshi Marg Lower Parel Mumbai-400013email investorscdslindiacom website wwwcdslindiacomShare Transfer SystemAs per the directions of SEBI the Company has appointed Ms Beetal Financialamp Computer Services (P) Ltd as Common Agency for Share transfer both inphysical and demat form wef 01042003The Registrar and Share Transfer Agents register share transfers in physicalform within 15-20 days of the receipt of the completed documents Invalidshare transfers were returned within 15 days of receipt All requests fordematerialisation of Shares were processed and confirmations were given tothe respective Depositories ie National Securities Depository Limited andCentral Depository Services (India) Ltd The company also offers transfercum Demat facility simultaneouslyRegistrar amp Share Transfer AgentMs Beetal Financial amp Computer Services (P) LtdBeetal House 3rd Floor 99 MadangirBehind Local Shopping CentreNr Dada Harsukhdas MandirNew Delhi-110 062Ph 011-29961281E-mail beetalrtagmailcom

Distribution Schedule as on March 31 2020

Dematerialisation of Shares amp LiquidityThe Company has entered into agreements with National Securities DepositoryLimited (NSDL) amp Central Depository Services (India) Limited (CDSL) As atMarch 31 2020 77257 percent (13392760 Shares) of the Companyrsquos totalshares were held in dematerialised form while 22743 percent (3942540Shares) were held in physical form

Outstanding GDRsADRsWarrants or any Convertible instrumentsconversionDate impact on Equity NA

Address for CorrespondenceLinaks Microelectronics Ltd Phone 0522-6549493126 km Barabanki RoadChinhat Lucknow-227 105Email linakspcbyahoocomNomination FacilityIndividual Shareholders of physical shares can nominate any person for theshares held by them This will save the nominee from going through the lengthyprocess of getting the shares lateron transmitted to his name Members arerequested to write to the Registrar amp Share Transfer Agents to avail the facilityMeans of CommunicationThe financial results were published in the Hindustan Times in English andHindustan or Sahara in Hindi the vernacular newspaper All materialinformation about the Company is promptly uploaded online to the BSErsquosdesignated portal httplistingbseindiacom the Stock Exchange where theCompanyrsquos Shares are listed and released for dissemination to the public atlarge

Unclaimed DividendsThe Company has no unclaimed dividendTransfer Of Amounts To Investor Education And Protection FundYour Company did not have any funds lying unpaid or unclaimed for a periodof seven years Therefore there were no funds which were required to betransferred to Investor Education and Protection Fund (IEPF)Orders Passed By RegulatorsCourtsTribunalsThere is no such order passed by the RegulatorsCourtsTribunals in respectto the Company during the financial yearDisclosureThe Company entered into no transaction of material nature with the promotersDirectors the management or their relatives that could have had a potentialconflict with the interest of the Company The Register of contracts containingthe transactions in which the Directors are interested is regularly placed beforethe Board There were no pecuniary transactions with the independentnon-executive Directors other than payment for expensesfee for attending BoardMeetings

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry structure amp DevelopmentPCB industry consists of a handful of medium sized units and a number ofsmall-scale units which are mostly independent ie they are not part of anylarge conglomerate excepting a couple of unitsThe units were historically promoted by technocrat entrepreneurs who in theold days received bank finance easily to promote industrial growth Most ofthese units were set up in mid 80rsquos and some of them have ceased to operateThe survivors are those which from time to time have been investing intechnology and capacity Initially the units were manufacturing simple singlesided and double sided PCBs but now there are units like ATampS who aremaking PCBs with 24 layers buried vias 4 mil line and spaces etc In thearea of single sided PCBs we have some units that are now manufacturingflexible circuitsStill on the whole industry is small because the actual demand for PCBs formanufacturing various types of Electronic equipment is still not very large inIndia largely due to screw-driver-kit-assembly nature of the Indian equipmentindustry

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

9

Opportunities amp Threats The industry has a domestic market which initiallywas driven by telecommunication but thanks to the lopsided custom tariffstructure telecom manufacturing has shallowed out resulting in steep declinein PCB demand Although the telecom infrastructure has grown by leaps andbounds but the downstream electronic component demand has not seen anygrowth since all fresh demand for equipment has been met largely throughimports Thus now the domestic requirement is dependent on diversesegments like automation control instrumentation metering and automotiveAutomotive electronics though a massive growth engine can be volatile as itis subject to global business swings in this connected world of automotivebusiness with only a handful of players The gradual easing of custom dutiesis happening on account of India being a signatory to ITA But this threat isalso an opportunity because it applies to the developed countries too whoare still levying duty on Indian importsIn fact India with a low cost technical manpower enjoys tremendous advantageas an export-manufacturing base and especially to the high cost developedcountries of Europe and the US The industry and moreover Linaks shouldleverage this advantage The company is already working towards it as theyhave a clutch of regular and reliable customers in Europe and they are alsoin the process of developing new ones in Eastern Europe and AmericasRisks and Concerns Apart from ongoing impact of COVID-19 pandemicmajor risk the industry faces is of over dependence on one market segmentand the industry in India Linaks included has faced this prospect becausemany a times their fortunes have fluctuated with those of the telecommunicationsectorThen there is always the over riding concern of fast technologicalobsolescence which entails constant drain on resources at times impedingones capability to service onersquos customersOverview On the whole the industry has a lot of promise provided one isable to keep up with the demands of the market placeFinancial performance The financial performance is directly related to thecompanyrsquos ability to remain competitiveResource amp Liquidity Resource position would remain comfortable if thecompany is able to trade profitably and liquidity is the direct function of theaboveThe company has not been able to meet its financial goals because due toextraneous circumstances it went into losses and the rehabilitation packagedrawn under BIFR has also been buffeted by the uncertainty of the marketplaceOutlook The outlook is positive as market-wise we do not see any majorimpediment in re-establishing ourselves Our initial feelers in the PCB marketand also to our old customers has met with encouraging resultsInternal Control System Your Companyrsquos management continuously reviewsthe internal control system and procedures to ensure orderly and efficientconduct of business Your Company adheres to its written corporate policieswith respect to all transactions financial reporting and budgeting to ensurethat all assets are safeguarded and protected against loss from unauthoriseduse or disposition and that transactions are authorised recorded and reportedcorrectlyThe Company regularly conducts internal audits either through external orinternal resources to monitor the effectiveness of internal control in theorganisationAudits are finalised and conducted based on internal risk assessmentSignificant findings are brought to the notice of the Audit Committee of theBoard and corrective measures recommended for implementation Reportsof the internal auditor are also regularly reviewed by the Management andcorrective action initiated to strengthen the controls and enhance theeffectiveness of the existing systemsHuman Resources The Company gives full and fair consideration to allemployees with regard to their particular aptitudes and abilities Trainingcareer development and promotion are as far as practicable considered forall employees according to their skills and abilities The Company consistentlyseeks to recruit develop and employ throughout the organisation suitablyqualified capable and experienced people irrespective of race religion orsex All decisions relating to employment practices are objective free frombias and based solely upon work criteria and individual meritOur development performance and rewards system is linked to organisationperformance The Company strives to provide excellent staff welfare measuresto promote employee satisfaction and thereby attract and retain efficientmanpower Training needs are regularly identified and imparted with the helpof both internal trainers and external professional faculties of repute We

have built team driven organisation where all employees work together tocreate our futureCautionary Statement The statement made in this Report describing theCompanyrsquos projections expectations and estimations may be a forward lookingstatement within the meaning of applicable securities laws and regulationsThese statements are based on certain assumptions and expectations of futureevents Actual results may differ from those expressed or implied in this Reportdue to the influence of external and internal factors which are beyond thecontrol of the Company

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

Annexure AForm No MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31032020

[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 ofthe Companies (Appointment and Remuneration Personnel) Rules 2014]

ToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by LinaksMicro Electronics Limited (hereinafter called the company) Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluatingthe corporate conductsstatutory compliances and expressing my opinionthereonBased on our verification of the Linaks Micro Electronics Limitedrsquos bookspapers minute books forms and returns filed and other records maintainedby the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial auditWe hereby report that in our opinion the company has during the audit periodcovering the financial year ended on 31st March 2020 complied with thestatutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filedand other records maintained by Linaks Micro Electronics Limited (ldquotheCompanyrdquo) for the financial year ended on 31st March 2020 according to theprovisions of(i) The Companies Act 2013 and the Companies Act 1956 (to the extent

applicable) (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules

made thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed

thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations

made thereunder to the extent of Foreign Direct Investment OverseasDirect Investment and External Commercial Borrowings

Not applicable to the company during the Audit Period(v) The following Regulations and Guidelines prescribed under the Securities

and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-(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 2015(c) The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations 2009Not applicable to the company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999Securities And Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

Not applicable to the company during the Audit Period

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

10

(e) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

Not applicable to the company during the Audit Period(f) The Securities and Exchange Board of India (Registrars to an Issue and

Share Transfer Agents) Regulations 1993 regarding the Companies Actand dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009

Not applicable to the company during the Audit Period(h) The Securities and Exchange Board of India (Buyback of Securities)

Regulations 1998Not applicable to the company during the Audit Period

(i) The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

(vi) The other laws as may be applicable specifically to the company are1 The Air (Prevention and Control of Pollution) Act 19812 The Environment (Protection) Act 19863 The Water (Prevention and Control Pollution) Act 19744 Factories Act 19485 Industrial Disputes Act 19476 The Payment of Wages Act 19367 Maternity Benefit Act 19618 The Minimum Wages Act 19489 Employeesrsquo State Insurance Act 194810 The Employeesrsquo Provident Funds and Miscellaneous Provisions Act

195211 The Payment of Bonus Act 196512 The Payment of Gratuity Act 197213 The Industrial Employment (Standing Order) Act 194614 The Sexual Harassment of Women at Workplace (Prevention Prohibition

and Redressal) Act 2013We have also examined compliance with the applicable clauses of thefollowing

(i) Secretarial Standard on Meetings of the Board of Directors and GeneralMeetings issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with Bombay StockExchangeDuring the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etcas mentioned hereinaboveIn respect of other laws specifically applicable to the Company we haverelied on informationrecords produced by the company during the courseof our audit and the reporting is limited to that extent

We further report thatThe Board of Directors of the Company is duly constituted with properbalance of Executive Directors Non-Executive Directors and IndependentDirectors The changes in the composition of the Board of Directorsduring the period under review were carried out in compliance with theprovisions of the ActAdequate notice is given to all directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meetingand for meaningful participation at the meeting Majority decision iscarried through while the dissenting membersrsquo views are captured andrecorded as part of the minutesWe further report that there are adequate systems and processes inthe company commensurate with the size and operations of the companyto monitor and ensure compliance with applicable laws rules regulationsand guidelinesWe further report that during the audit period the company did nothave any specific events actions having a major bearing on thecompanyrsquos affairs in pursuance of the above referred laws rulesregulations guidelines standards etc referred to above

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020This report is to be read with our letter of even date which is annexed asrsquo

Annexure Arsquo and forms an integral part of this report

lsquoANNEXURE ArsquoToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105

Our report of even date is to be read along with this letter

1 Maintenance of secretarial record is the responsibility of the managementof the company Our responsibility is to express an opinion on thesesecretarial records based on our audit

2 We have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contents ofthe Secretarial records The verification was done on test basis to ensurethat correct facts are reflected in secretarial records We believe thatthe processes and practices we followed provide a reasonable basisfor our opinion

3 We have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the company

4 Where ever required we have obtained the Management representationabout the compliance of laws rules and regulations and happening ofevents etc

5 The compliance of the provisions of Corporate and other applicable lawsrules regulations standards is the responsibility of management Ourexamination was limited to the verification of procedures on test basis

6 The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness with whichthe management has conducted the affairs of the company

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020

Annexure BSecretarial compliance report of Linaks Microelectronics Limitedfor the year ended 31st March 2020

IWe have examined(a) all the documents and records made available to us and explanation

provided by Linaks Microelectronics Limited (ldquothe listed entityrdquo)(b) the filings submissions made by the listed entity to the stock exchanges(c) website of the listed entity(d) any other document filing as may be relevant which has been relied

upon to make this certification for the year ended 31032020 (ldquoReviewPeriodrdquo) in respect of compliance with the provisions of

(a) the Securities and Exchange Board of India Act 1992 (ldquoSEBI Actrdquo) andthe Regulations circulars guidelines issued there under and

(b) the Securities Contracts (Regulation) Act 1956 (ldquoSCRArdquo) rules madethere under and the Regulations circulars guidelines issued there underby the Securities and Exchange Board of India (ldquoSEBIrdquo)The specific Regulations whose provisions and the circulars guidelinesissued there under have been examined include-

a) Securit ies and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

b) Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018

c) Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations 2011

d) Securities and Exchange Board of India (Buyback of Securities)Regulations 2018

e) Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

f) Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations2013

h) Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 and circulars guidelines issued there under andbased on the above examination IWe hereby report that during theReview Period

a) The l isted enti ty has complied w ith the provisions of the aboveRegulations and circulars guidelines issued there under except inrespect of matters specified below-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

11

SrNo Compliance Requirement Deviations Observations (Regulations circulars Remarks of the guidelines including specific Practicing clause) Company Secretary NA NA NA

(b) The listed entity has maintained proper records under the provisions ofthe above Regulations and circulars guidelines issued there under inso far as it appears from myour examination of those records

(c) The following are the details of actions taken against the listed entity itspromoters directors material subsidiaries either by SEBI or by StockExchanges (including under the Standard Operating Procedures issuedby SEBI through various circulars) under the aforesaid Acts Regulationsand circulars guidelines issued there under

Sr No Action taken by Details of

violation

Details of action taken Eg fines warning letter

debarment etc

Observations remarks of the

Practicing Company

Secretary if NA NA NA NA

(d) The listed entity has taken the following actions to comply with theobservations made in previous reports

Sr No Observations of the Practicing

Company Secretary in the previous reports

Observations made in the secretarial compliance

report for the year Ended 31032019

Actions taken by the listed entity

if any

Comments of the Practicing Company Secretary on the actions taken by the listed entity

NA NA NA NA

Divya MatahProprietorDivya Matah amp AssociatesCompany SecretariesM No ndash 31186 CP - 11719Date 26062020Place Lucknow

Annexure C

FORM NO MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31032020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014I REGISTRATION amp OTHER DETAILS

1 CIN L32101UP1986PLC007841 2 Registration Date 11041986 3 Name of the Company LINAKS MICRO ELECTRONICS LIMITED 4 CategorySub-category of the Company Company limited by shares Non-Government Company

5 Address of the Registered office amp contact details

126 KM BARABANKI ROAD CHINHAT LUCKNOW UTTAR PRADESH INDIA - 227105

6 Whether listed company Yes

7 Name Address and Contact Details of the Registrar and Transfer Agent if any

MS Beetal Financial and Computer Services (P) Ltd Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre Dada Harsukhdas Mandir New Delhi- 110062

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 or more of the total turnover of the company shall be stated)

S No Name and Description of main products services NIC Code of the Productservice to total turnover of the company

1 Printed Circuit Board 32 100

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

12

III SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

13

B) Shareholding of Promoter-

Sl No Shareholderrsquos Name Shareholding at the

beginning of the year 31-03-2019 Shareholding at the end of the year-

31-03-2020

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

change in share holding

during the year

1 ANIL KUMAR SINGH ALSPS0283Q 5425500 312974

0 5425500 312974 0 0

2 ATUL KUMAR SINGH ADPPS6741L

93000

05365 0 93000 05365

0 0

3 BHANU PRATAP SINGH ANPPS2821R 60000 03461

0 60000 03461 0 0

4 GAUTAM SINGH ASWPS4298Q 132240

07628

0 132240 07628 0

0

5 HIMANSHU MOHAN SINGH 10800 00623 0 10800 00623 0 0

6 MANVI SINGH DEO ALGPS8666M 504476 29101 0

504476 29101 0 0

7 MEENA SINGH BCFPS4716M 1420880 81965 0 1420880 81965 0 0

8 NAMITA SINGH AEHPS7933M 448300

25861

0 448300 25861 0

0

9 RAJENDRA KUMAR MEHRA ADVPM5557C

7800

00450 0 7800 00450 0 0

10 RAJESH P SINGH 400

00023

0 400 00023 0

0

11 RAJESH PRASAD SINGH 132900

07666 0 132900 07666 0 0

12 SHOBHA SINGH AUZPS5187P 80000 04615 0 80000 04615 0 0

13 SIDDHARTH SINGH AKWPS0843H

74800

04315 0 74800

04315

0 0

14 SARLA SINGH ABIPS0818D 146260

08437 0 146260 08437 0 0

15 UDAYAN SINGH AWEPS7645F 102700

05924 0 102700 05924 0 0

16 USHA KIRAN AHAPK5385K 75000

04326 0 75000 04326 0 0

17 VIJAY SINGH 103000

05942 0 103000 05942 0 0

18 HARSH SINGH TRUST AABTH1990F (Transmitted from Harsh Singh)

262500 1514 0 262500 1514 0 0

Total 9080556 523819 0 9080556 523819 0 0

C) Change in Promotersrsquo Shareholding (please specify if there is no change)

SNo Name of the shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year

Nos of shares of total share of the Company

Nos of shares

of total share of the Company

1 At the beginning of the year 9080556 523819 9080556 523819

Date wise increase Decrease in promoters shareholding during the year specifying the reason for increase decrease (eg allotment transfer bonus sweat equity etc)

NA NA NA NA

At The End Of The Year 9080556 523819 9080556 523819

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

ited

126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

8

Annual General MeetingsFollowing are details of the Annual General Meetings for the previous threeyears held The AGMs were held at the registered office of the Company at126 kms Barabanki Road Chinhut Lucknow

S No Particulars of Meeting Day and Date Number of SR passed Nature of SR

2018-19 34th Annual General Meeting

Monday 23rd September 2019 1

Appointment of Mr Jai Ram Singh as

Independent Director

2017-18 33rd Annual General Meeting

Wednesday 26th September 2018 1

Increase in remuneration of

Managing Director

2016-17 32nd Annual General Meeting

Thursday 28th September 2017 0 -

Month Open High Low Close No of SharesApr-19 068 068 068 068 536Jun-19 065 068 065 068 8535Jul-19 068 068 068 068 228Aug-19 068 068 059 059 1885Sep-19 059 059 057 057 2725Oct-19 057 059 057 057 2152Nov-19 057 057 057 057 2354Dec-19 055 055 055 055 1358Jan-20 055 055 055 055 210Feb-20 053 053 051 051 3265Mar-20 049 049 049 049 1127

Generally all the resolutions in the AGM are passed through show of handsNone of the Special Resolutions passed at the above Annual General Meetingswere required to be put to vote through Postal Ballot However as requiredthe Company made necessary arrangements of e-voting with NSDL on theoccasion of the Annual General Meeting held on 23092019Market price data

Shareholding of nominal Shareholders Total to Totalvalue of Re1 - held Shares Shares

Number of Total1-5000 4828 9598 3430551 1978945001-10000 106 210 464105 4407810001-50000 63 122 1206730 6961150001-100000 16 031 1222524 70522100001 amp above 17 033 10711390 617895TOTAL 5030 10000 17335300 10000

Depository ServicesFor guidance on Depository services Shareholders may write to the Registrarand Share Transfer Agent or National Securities Depository Limited TradeWorld 4th Floor Kamala Mills Compound Senapati Bapat Marg Lower ParelMumbai-400013 email infonsdlcoin website wwwnsdlcom or CentralDepository Services (India) Limited Marathon Futurex A-Wing 25th FloorNM Joshi Marg Lower Parel Mumbai-400013email investorscdslindiacom website wwwcdslindiacomShare Transfer SystemAs per the directions of SEBI the Company has appointed Ms Beetal Financialamp Computer Services (P) Ltd as Common Agency for Share transfer both inphysical and demat form wef 01042003The Registrar and Share Transfer Agents register share transfers in physicalform within 15-20 days of the receipt of the completed documents Invalidshare transfers were returned within 15 days of receipt All requests fordematerialisation of Shares were processed and confirmations were given tothe respective Depositories ie National Securities Depository Limited andCentral Depository Services (India) Ltd The company also offers transfercum Demat facility simultaneouslyRegistrar amp Share Transfer AgentMs Beetal Financial amp Computer Services (P) LtdBeetal House 3rd Floor 99 MadangirBehind Local Shopping CentreNr Dada Harsukhdas MandirNew Delhi-110 062Ph 011-29961281E-mail beetalrtagmailcom

Distribution Schedule as on March 31 2020

Dematerialisation of Shares amp LiquidityThe Company has entered into agreements with National Securities DepositoryLimited (NSDL) amp Central Depository Services (India) Limited (CDSL) As atMarch 31 2020 77257 percent (13392760 Shares) of the Companyrsquos totalshares were held in dematerialised form while 22743 percent (3942540Shares) were held in physical form

Outstanding GDRsADRsWarrants or any Convertible instrumentsconversionDate impact on Equity NA

Address for CorrespondenceLinaks Microelectronics Ltd Phone 0522-6549493126 km Barabanki RoadChinhat Lucknow-227 105Email linakspcbyahoocomNomination FacilityIndividual Shareholders of physical shares can nominate any person for theshares held by them This will save the nominee from going through the lengthyprocess of getting the shares lateron transmitted to his name Members arerequested to write to the Registrar amp Share Transfer Agents to avail the facilityMeans of CommunicationThe financial results were published in the Hindustan Times in English andHindustan or Sahara in Hindi the vernacular newspaper All materialinformation about the Company is promptly uploaded online to the BSErsquosdesignated portal httplistingbseindiacom the Stock Exchange where theCompanyrsquos Shares are listed and released for dissemination to the public atlarge

Unclaimed DividendsThe Company has no unclaimed dividendTransfer Of Amounts To Investor Education And Protection FundYour Company did not have any funds lying unpaid or unclaimed for a periodof seven years Therefore there were no funds which were required to betransferred to Investor Education and Protection Fund (IEPF)Orders Passed By RegulatorsCourtsTribunalsThere is no such order passed by the RegulatorsCourtsTribunals in respectto the Company during the financial yearDisclosureThe Company entered into no transaction of material nature with the promotersDirectors the management or their relatives that could have had a potentialconflict with the interest of the Company The Register of contracts containingthe transactions in which the Directors are interested is regularly placed beforethe Board There were no pecuniary transactions with the independentnon-executive Directors other than payment for expensesfee for attending BoardMeetings

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry structure amp DevelopmentPCB industry consists of a handful of medium sized units and a number ofsmall-scale units which are mostly independent ie they are not part of anylarge conglomerate excepting a couple of unitsThe units were historically promoted by technocrat entrepreneurs who in theold days received bank finance easily to promote industrial growth Most ofthese units were set up in mid 80rsquos and some of them have ceased to operateThe survivors are those which from time to time have been investing intechnology and capacity Initially the units were manufacturing simple singlesided and double sided PCBs but now there are units like ATampS who aremaking PCBs with 24 layers buried vias 4 mil line and spaces etc In thearea of single sided PCBs we have some units that are now manufacturingflexible circuitsStill on the whole industry is small because the actual demand for PCBs formanufacturing various types of Electronic equipment is still not very large inIndia largely due to screw-driver-kit-assembly nature of the Indian equipmentindustry

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

9

Opportunities amp Threats The industry has a domestic market which initiallywas driven by telecommunication but thanks to the lopsided custom tariffstructure telecom manufacturing has shallowed out resulting in steep declinein PCB demand Although the telecom infrastructure has grown by leaps andbounds but the downstream electronic component demand has not seen anygrowth since all fresh demand for equipment has been met largely throughimports Thus now the domestic requirement is dependent on diversesegments like automation control instrumentation metering and automotiveAutomotive electronics though a massive growth engine can be volatile as itis subject to global business swings in this connected world of automotivebusiness with only a handful of players The gradual easing of custom dutiesis happening on account of India being a signatory to ITA But this threat isalso an opportunity because it applies to the developed countries too whoare still levying duty on Indian importsIn fact India with a low cost technical manpower enjoys tremendous advantageas an export-manufacturing base and especially to the high cost developedcountries of Europe and the US The industry and moreover Linaks shouldleverage this advantage The company is already working towards it as theyhave a clutch of regular and reliable customers in Europe and they are alsoin the process of developing new ones in Eastern Europe and AmericasRisks and Concerns Apart from ongoing impact of COVID-19 pandemicmajor risk the industry faces is of over dependence on one market segmentand the industry in India Linaks included has faced this prospect becausemany a times their fortunes have fluctuated with those of the telecommunicationsectorThen there is always the over riding concern of fast technologicalobsolescence which entails constant drain on resources at times impedingones capability to service onersquos customersOverview On the whole the industry has a lot of promise provided one isable to keep up with the demands of the market placeFinancial performance The financial performance is directly related to thecompanyrsquos ability to remain competitiveResource amp Liquidity Resource position would remain comfortable if thecompany is able to trade profitably and liquidity is the direct function of theaboveThe company has not been able to meet its financial goals because due toextraneous circumstances it went into losses and the rehabilitation packagedrawn under BIFR has also been buffeted by the uncertainty of the marketplaceOutlook The outlook is positive as market-wise we do not see any majorimpediment in re-establishing ourselves Our initial feelers in the PCB marketand also to our old customers has met with encouraging resultsInternal Control System Your Companyrsquos management continuously reviewsthe internal control system and procedures to ensure orderly and efficientconduct of business Your Company adheres to its written corporate policieswith respect to all transactions financial reporting and budgeting to ensurethat all assets are safeguarded and protected against loss from unauthoriseduse or disposition and that transactions are authorised recorded and reportedcorrectlyThe Company regularly conducts internal audits either through external orinternal resources to monitor the effectiveness of internal control in theorganisationAudits are finalised and conducted based on internal risk assessmentSignificant findings are brought to the notice of the Audit Committee of theBoard and corrective measures recommended for implementation Reportsof the internal auditor are also regularly reviewed by the Management andcorrective action initiated to strengthen the controls and enhance theeffectiveness of the existing systemsHuman Resources The Company gives full and fair consideration to allemployees with regard to their particular aptitudes and abilities Trainingcareer development and promotion are as far as practicable considered forall employees according to their skills and abilities The Company consistentlyseeks to recruit develop and employ throughout the organisation suitablyqualified capable and experienced people irrespective of race religion orsex All decisions relating to employment practices are objective free frombias and based solely upon work criteria and individual meritOur development performance and rewards system is linked to organisationperformance The Company strives to provide excellent staff welfare measuresto promote employee satisfaction and thereby attract and retain efficientmanpower Training needs are regularly identified and imparted with the helpof both internal trainers and external professional faculties of repute We

have built team driven organisation where all employees work together tocreate our futureCautionary Statement The statement made in this Report describing theCompanyrsquos projections expectations and estimations may be a forward lookingstatement within the meaning of applicable securities laws and regulationsThese statements are based on certain assumptions and expectations of futureevents Actual results may differ from those expressed or implied in this Reportdue to the influence of external and internal factors which are beyond thecontrol of the Company

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

Annexure AForm No MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31032020

[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 ofthe Companies (Appointment and Remuneration Personnel) Rules 2014]

ToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by LinaksMicro Electronics Limited (hereinafter called the company) Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluatingthe corporate conductsstatutory compliances and expressing my opinionthereonBased on our verification of the Linaks Micro Electronics Limitedrsquos bookspapers minute books forms and returns filed and other records maintainedby the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial auditWe hereby report that in our opinion the company has during the audit periodcovering the financial year ended on 31st March 2020 complied with thestatutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filedand other records maintained by Linaks Micro Electronics Limited (ldquotheCompanyrdquo) for the financial year ended on 31st March 2020 according to theprovisions of(i) The Companies Act 2013 and the Companies Act 1956 (to the extent

applicable) (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules

made thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed

thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations

made thereunder to the extent of Foreign Direct Investment OverseasDirect Investment and External Commercial Borrowings

Not applicable to the company during the Audit Period(v) The following Regulations and Guidelines prescribed under the Securities

and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-(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 2015(c) The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations 2009Not applicable to the company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999Securities And Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

Not applicable to the company during the Audit Period

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

10

(e) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

Not applicable to the company during the Audit Period(f) The Securities and Exchange Board of India (Registrars to an Issue and

Share Transfer Agents) Regulations 1993 regarding the Companies Actand dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009

Not applicable to the company during the Audit Period(h) The Securities and Exchange Board of India (Buyback of Securities)

Regulations 1998Not applicable to the company during the Audit Period

(i) The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

(vi) The other laws as may be applicable specifically to the company are1 The Air (Prevention and Control of Pollution) Act 19812 The Environment (Protection) Act 19863 The Water (Prevention and Control Pollution) Act 19744 Factories Act 19485 Industrial Disputes Act 19476 The Payment of Wages Act 19367 Maternity Benefit Act 19618 The Minimum Wages Act 19489 Employeesrsquo State Insurance Act 194810 The Employeesrsquo Provident Funds and Miscellaneous Provisions Act

195211 The Payment of Bonus Act 196512 The Payment of Gratuity Act 197213 The Industrial Employment (Standing Order) Act 194614 The Sexual Harassment of Women at Workplace (Prevention Prohibition

and Redressal) Act 2013We have also examined compliance with the applicable clauses of thefollowing

(i) Secretarial Standard on Meetings of the Board of Directors and GeneralMeetings issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with Bombay StockExchangeDuring the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etcas mentioned hereinaboveIn respect of other laws specifically applicable to the Company we haverelied on informationrecords produced by the company during the courseof our audit and the reporting is limited to that extent

We further report thatThe Board of Directors of the Company is duly constituted with properbalance of Executive Directors Non-Executive Directors and IndependentDirectors The changes in the composition of the Board of Directorsduring the period under review were carried out in compliance with theprovisions of the ActAdequate notice is given to all directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meetingand for meaningful participation at the meeting Majority decision iscarried through while the dissenting membersrsquo views are captured andrecorded as part of the minutesWe further report that there are adequate systems and processes inthe company commensurate with the size and operations of the companyto monitor and ensure compliance with applicable laws rules regulationsand guidelinesWe further report that during the audit period the company did nothave any specific events actions having a major bearing on thecompanyrsquos affairs in pursuance of the above referred laws rulesregulations guidelines standards etc referred to above

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020This report is to be read with our letter of even date which is annexed asrsquo

Annexure Arsquo and forms an integral part of this report

lsquoANNEXURE ArsquoToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105

Our report of even date is to be read along with this letter

1 Maintenance of secretarial record is the responsibility of the managementof the company Our responsibility is to express an opinion on thesesecretarial records based on our audit

2 We have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contents ofthe Secretarial records The verification was done on test basis to ensurethat correct facts are reflected in secretarial records We believe thatthe processes and practices we followed provide a reasonable basisfor our opinion

3 We have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the company

4 Where ever required we have obtained the Management representationabout the compliance of laws rules and regulations and happening ofevents etc

5 The compliance of the provisions of Corporate and other applicable lawsrules regulations standards is the responsibility of management Ourexamination was limited to the verification of procedures on test basis

6 The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness with whichthe management has conducted the affairs of the company

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020

Annexure BSecretarial compliance report of Linaks Microelectronics Limitedfor the year ended 31st March 2020

IWe have examined(a) all the documents and records made available to us and explanation

provided by Linaks Microelectronics Limited (ldquothe listed entityrdquo)(b) the filings submissions made by the listed entity to the stock exchanges(c) website of the listed entity(d) any other document filing as may be relevant which has been relied

upon to make this certification for the year ended 31032020 (ldquoReviewPeriodrdquo) in respect of compliance with the provisions of

(a) the Securities and Exchange Board of India Act 1992 (ldquoSEBI Actrdquo) andthe Regulations circulars guidelines issued there under and

(b) the Securities Contracts (Regulation) Act 1956 (ldquoSCRArdquo) rules madethere under and the Regulations circulars guidelines issued there underby the Securities and Exchange Board of India (ldquoSEBIrdquo)The specific Regulations whose provisions and the circulars guidelinesissued there under have been examined include-

a) Securit ies and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

b) Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018

c) Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations 2011

d) Securities and Exchange Board of India (Buyback of Securities)Regulations 2018

e) Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

f) Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations2013

h) Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 and circulars guidelines issued there under andbased on the above examination IWe hereby report that during theReview Period

a) The l isted enti ty has complied w ith the provisions of the aboveRegulations and circulars guidelines issued there under except inrespect of matters specified below-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

11

SrNo Compliance Requirement Deviations Observations (Regulations circulars Remarks of the guidelines including specific Practicing clause) Company Secretary NA NA NA

(b) The listed entity has maintained proper records under the provisions ofthe above Regulations and circulars guidelines issued there under inso far as it appears from myour examination of those records

(c) The following are the details of actions taken against the listed entity itspromoters directors material subsidiaries either by SEBI or by StockExchanges (including under the Standard Operating Procedures issuedby SEBI through various circulars) under the aforesaid Acts Regulationsand circulars guidelines issued there under

Sr No Action taken by Details of

violation

Details of action taken Eg fines warning letter

debarment etc

Observations remarks of the

Practicing Company

Secretary if NA NA NA NA

(d) The listed entity has taken the following actions to comply with theobservations made in previous reports

Sr No Observations of the Practicing

Company Secretary in the previous reports

Observations made in the secretarial compliance

report for the year Ended 31032019

Actions taken by the listed entity

if any

Comments of the Practicing Company Secretary on the actions taken by the listed entity

NA NA NA NA

Divya MatahProprietorDivya Matah amp AssociatesCompany SecretariesM No ndash 31186 CP - 11719Date 26062020Place Lucknow

Annexure C

FORM NO MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31032020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014I REGISTRATION amp OTHER DETAILS

1 CIN L32101UP1986PLC007841 2 Registration Date 11041986 3 Name of the Company LINAKS MICRO ELECTRONICS LIMITED 4 CategorySub-category of the Company Company limited by shares Non-Government Company

5 Address of the Registered office amp contact details

126 KM BARABANKI ROAD CHINHAT LUCKNOW UTTAR PRADESH INDIA - 227105

6 Whether listed company Yes

7 Name Address and Contact Details of the Registrar and Transfer Agent if any

MS Beetal Financial and Computer Services (P) Ltd Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre Dada Harsukhdas Mandir New Delhi- 110062

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 or more of the total turnover of the company shall be stated)

S No Name and Description of main products services NIC Code of the Productservice to total turnover of the company

1 Printed Circuit Board 32 100

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

12

III SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

13

B) Shareholding of Promoter-

Sl No Shareholderrsquos Name Shareholding at the

beginning of the year 31-03-2019 Shareholding at the end of the year-

31-03-2020

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

change in share holding

during the year

1 ANIL KUMAR SINGH ALSPS0283Q 5425500 312974

0 5425500 312974 0 0

2 ATUL KUMAR SINGH ADPPS6741L

93000

05365 0 93000 05365

0 0

3 BHANU PRATAP SINGH ANPPS2821R 60000 03461

0 60000 03461 0 0

4 GAUTAM SINGH ASWPS4298Q 132240

07628

0 132240 07628 0

0

5 HIMANSHU MOHAN SINGH 10800 00623 0 10800 00623 0 0

6 MANVI SINGH DEO ALGPS8666M 504476 29101 0

504476 29101 0 0

7 MEENA SINGH BCFPS4716M 1420880 81965 0 1420880 81965 0 0

8 NAMITA SINGH AEHPS7933M 448300

25861

0 448300 25861 0

0

9 RAJENDRA KUMAR MEHRA ADVPM5557C

7800

00450 0 7800 00450 0 0

10 RAJESH P SINGH 400

00023

0 400 00023 0

0

11 RAJESH PRASAD SINGH 132900

07666 0 132900 07666 0 0

12 SHOBHA SINGH AUZPS5187P 80000 04615 0 80000 04615 0 0

13 SIDDHARTH SINGH AKWPS0843H

74800

04315 0 74800

04315

0 0

14 SARLA SINGH ABIPS0818D 146260

08437 0 146260 08437 0 0

15 UDAYAN SINGH AWEPS7645F 102700

05924 0 102700 05924 0 0

16 USHA KIRAN AHAPK5385K 75000

04326 0 75000 04326 0 0

17 VIJAY SINGH 103000

05942 0 103000 05942 0 0

18 HARSH SINGH TRUST AABTH1990F (Transmitted from Harsh Singh)

262500 1514 0 262500 1514 0 0

Total 9080556 523819 0 9080556 523819 0 0

C) Change in Promotersrsquo Shareholding (please specify if there is no change)

SNo Name of the shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year

Nos of shares of total share of the Company

Nos of shares

of total share of the Company

1 At the beginning of the year 9080556 523819 9080556 523819

Date wise increase Decrease in promoters shareholding during the year specifying the reason for increase decrease (eg allotment transfer bonus sweat equity etc)

NA NA NA NA

At The End Of The Year 9080556 523819 9080556 523819

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

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e no

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)(ii)

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e no

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nd N

ote

no L

of P

art I

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ched

ule

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the

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pani

es A

ct 1

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In H

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eds)

)

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ross

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ckD

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ckB

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ition

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ge fo

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osal

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ness

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103

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931

03

2020

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bina

tion

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ure)

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pute

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e D

epre

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ided

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ight

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e M

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pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

ited

126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

9

Opportunities amp Threats The industry has a domestic market which initiallywas driven by telecommunication but thanks to the lopsided custom tariffstructure telecom manufacturing has shallowed out resulting in steep declinein PCB demand Although the telecom infrastructure has grown by leaps andbounds but the downstream electronic component demand has not seen anygrowth since all fresh demand for equipment has been met largely throughimports Thus now the domestic requirement is dependent on diversesegments like automation control instrumentation metering and automotiveAutomotive electronics though a massive growth engine can be volatile as itis subject to global business swings in this connected world of automotivebusiness with only a handful of players The gradual easing of custom dutiesis happening on account of India being a signatory to ITA But this threat isalso an opportunity because it applies to the developed countries too whoare still levying duty on Indian importsIn fact India with a low cost technical manpower enjoys tremendous advantageas an export-manufacturing base and especially to the high cost developedcountries of Europe and the US The industry and moreover Linaks shouldleverage this advantage The company is already working towards it as theyhave a clutch of regular and reliable customers in Europe and they are alsoin the process of developing new ones in Eastern Europe and AmericasRisks and Concerns Apart from ongoing impact of COVID-19 pandemicmajor risk the industry faces is of over dependence on one market segmentand the industry in India Linaks included has faced this prospect becausemany a times their fortunes have fluctuated with those of the telecommunicationsectorThen there is always the over riding concern of fast technologicalobsolescence which entails constant drain on resources at times impedingones capability to service onersquos customersOverview On the whole the industry has a lot of promise provided one isable to keep up with the demands of the market placeFinancial performance The financial performance is directly related to thecompanyrsquos ability to remain competitiveResource amp Liquidity Resource position would remain comfortable if thecompany is able to trade profitably and liquidity is the direct function of theaboveThe company has not been able to meet its financial goals because due toextraneous circumstances it went into losses and the rehabilitation packagedrawn under BIFR has also been buffeted by the uncertainty of the marketplaceOutlook The outlook is positive as market-wise we do not see any majorimpediment in re-establishing ourselves Our initial feelers in the PCB marketand also to our old customers has met with encouraging resultsInternal Control System Your Companyrsquos management continuously reviewsthe internal control system and procedures to ensure orderly and efficientconduct of business Your Company adheres to its written corporate policieswith respect to all transactions financial reporting and budgeting to ensurethat all assets are safeguarded and protected against loss from unauthoriseduse or disposition and that transactions are authorised recorded and reportedcorrectlyThe Company regularly conducts internal audits either through external orinternal resources to monitor the effectiveness of internal control in theorganisationAudits are finalised and conducted based on internal risk assessmentSignificant findings are brought to the notice of the Audit Committee of theBoard and corrective measures recommended for implementation Reportsof the internal auditor are also regularly reviewed by the Management andcorrective action initiated to strengthen the controls and enhance theeffectiveness of the existing systemsHuman Resources The Company gives full and fair consideration to allemployees with regard to their particular aptitudes and abilities Trainingcareer development and promotion are as far as practicable considered forall employees according to their skills and abilities The Company consistentlyseeks to recruit develop and employ throughout the organisation suitablyqualified capable and experienced people irrespective of race religion orsex All decisions relating to employment practices are objective free frombias and based solely upon work criteria and individual meritOur development performance and rewards system is linked to organisationperformance The Company strives to provide excellent staff welfare measuresto promote employee satisfaction and thereby attract and retain efficientmanpower Training needs are regularly identified and imparted with the helpof both internal trainers and external professional faculties of repute We

have built team driven organisation where all employees work together tocreate our futureCautionary Statement The statement made in this Report describing theCompanyrsquos projections expectations and estimations may be a forward lookingstatement within the meaning of applicable securities laws and regulationsThese statements are based on certain assumptions and expectations of futureevents Actual results may differ from those expressed or implied in this Reportdue to the influence of external and internal factors which are beyond thecontrol of the Company

By order of the BoardDate 08102020Place Lucknow

(ANIL KUMAR SINGH) (UB SINGH)Managing Director Director

DIN 00225518 DIN 06650869

Annexure AForm No MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31032020

[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 ofthe Companies (Appointment and Remuneration Personnel) Rules 2014]

ToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by LinaksMicro Electronics Limited (hereinafter called the company) Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluatingthe corporate conductsstatutory compliances and expressing my opinionthereonBased on our verification of the Linaks Micro Electronics Limitedrsquos bookspapers minute books forms and returns filed and other records maintainedby the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial auditWe hereby report that in our opinion the company has during the audit periodcovering the financial year ended on 31st March 2020 complied with thestatutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filedand other records maintained by Linaks Micro Electronics Limited (ldquotheCompanyrdquo) for the financial year ended on 31st March 2020 according to theprovisions of(i) The Companies Act 2013 and the Companies Act 1956 (to the extent

applicable) (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo) and the rules

made thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed

thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations

made thereunder to the extent of Foreign Direct Investment OverseasDirect Investment and External Commercial Borrowings

Not applicable to the company during the Audit Period(v) The following Regulations and Guidelines prescribed under the Securities

and Exchange Board of India Act 1992 (lsquoSEBI Actrsquo)-(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 2015(c) The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations 2009Not applicable to the company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999Securities And Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

Not applicable to the company during the Audit Period

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

10

(e) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

Not applicable to the company during the Audit Period(f) The Securities and Exchange Board of India (Registrars to an Issue and

Share Transfer Agents) Regulations 1993 regarding the Companies Actand dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009

Not applicable to the company during the Audit Period(h) The Securities and Exchange Board of India (Buyback of Securities)

Regulations 1998Not applicable to the company during the Audit Period

(i) The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

(vi) The other laws as may be applicable specifically to the company are1 The Air (Prevention and Control of Pollution) Act 19812 The Environment (Protection) Act 19863 The Water (Prevention and Control Pollution) Act 19744 Factories Act 19485 Industrial Disputes Act 19476 The Payment of Wages Act 19367 Maternity Benefit Act 19618 The Minimum Wages Act 19489 Employeesrsquo State Insurance Act 194810 The Employeesrsquo Provident Funds and Miscellaneous Provisions Act

195211 The Payment of Bonus Act 196512 The Payment of Gratuity Act 197213 The Industrial Employment (Standing Order) Act 194614 The Sexual Harassment of Women at Workplace (Prevention Prohibition

and Redressal) Act 2013We have also examined compliance with the applicable clauses of thefollowing

(i) Secretarial Standard on Meetings of the Board of Directors and GeneralMeetings issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with Bombay StockExchangeDuring the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etcas mentioned hereinaboveIn respect of other laws specifically applicable to the Company we haverelied on informationrecords produced by the company during the courseof our audit and the reporting is limited to that extent

We further report thatThe Board of Directors of the Company is duly constituted with properbalance of Executive Directors Non-Executive Directors and IndependentDirectors The changes in the composition of the Board of Directorsduring the period under review were carried out in compliance with theprovisions of the ActAdequate notice is given to all directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meetingand for meaningful participation at the meeting Majority decision iscarried through while the dissenting membersrsquo views are captured andrecorded as part of the minutesWe further report that there are adequate systems and processes inthe company commensurate with the size and operations of the companyto monitor and ensure compliance with applicable laws rules regulationsand guidelinesWe further report that during the audit period the company did nothave any specific events actions having a major bearing on thecompanyrsquos affairs in pursuance of the above referred laws rulesregulations guidelines standards etc referred to above

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020This report is to be read with our letter of even date which is annexed asrsquo

Annexure Arsquo and forms an integral part of this report

lsquoANNEXURE ArsquoToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105

Our report of even date is to be read along with this letter

1 Maintenance of secretarial record is the responsibility of the managementof the company Our responsibility is to express an opinion on thesesecretarial records based on our audit

2 We have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contents ofthe Secretarial records The verification was done on test basis to ensurethat correct facts are reflected in secretarial records We believe thatthe processes and practices we followed provide a reasonable basisfor our opinion

3 We have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the company

4 Where ever required we have obtained the Management representationabout the compliance of laws rules and regulations and happening ofevents etc

5 The compliance of the provisions of Corporate and other applicable lawsrules regulations standards is the responsibility of management Ourexamination was limited to the verification of procedures on test basis

6 The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness with whichthe management has conducted the affairs of the company

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020

Annexure BSecretarial compliance report of Linaks Microelectronics Limitedfor the year ended 31st March 2020

IWe have examined(a) all the documents and records made available to us and explanation

provided by Linaks Microelectronics Limited (ldquothe listed entityrdquo)(b) the filings submissions made by the listed entity to the stock exchanges(c) website of the listed entity(d) any other document filing as may be relevant which has been relied

upon to make this certification for the year ended 31032020 (ldquoReviewPeriodrdquo) in respect of compliance with the provisions of

(a) the Securities and Exchange Board of India Act 1992 (ldquoSEBI Actrdquo) andthe Regulations circulars guidelines issued there under and

(b) the Securities Contracts (Regulation) Act 1956 (ldquoSCRArdquo) rules madethere under and the Regulations circulars guidelines issued there underby the Securities and Exchange Board of India (ldquoSEBIrdquo)The specific Regulations whose provisions and the circulars guidelinesissued there under have been examined include-

a) Securit ies and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

b) Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018

c) Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations 2011

d) Securities and Exchange Board of India (Buyback of Securities)Regulations 2018

e) Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

f) Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations2013

h) Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 and circulars guidelines issued there under andbased on the above examination IWe hereby report that during theReview Period

a) The l isted enti ty has complied w ith the provisions of the aboveRegulations and circulars guidelines issued there under except inrespect of matters specified below-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

11

SrNo Compliance Requirement Deviations Observations (Regulations circulars Remarks of the guidelines including specific Practicing clause) Company Secretary NA NA NA

(b) The listed entity has maintained proper records under the provisions ofthe above Regulations and circulars guidelines issued there under inso far as it appears from myour examination of those records

(c) The following are the details of actions taken against the listed entity itspromoters directors material subsidiaries either by SEBI or by StockExchanges (including under the Standard Operating Procedures issuedby SEBI through various circulars) under the aforesaid Acts Regulationsand circulars guidelines issued there under

Sr No Action taken by Details of

violation

Details of action taken Eg fines warning letter

debarment etc

Observations remarks of the

Practicing Company

Secretary if NA NA NA NA

(d) The listed entity has taken the following actions to comply with theobservations made in previous reports

Sr No Observations of the Practicing

Company Secretary in the previous reports

Observations made in the secretarial compliance

report for the year Ended 31032019

Actions taken by the listed entity

if any

Comments of the Practicing Company Secretary on the actions taken by the listed entity

NA NA NA NA

Divya MatahProprietorDivya Matah amp AssociatesCompany SecretariesM No ndash 31186 CP - 11719Date 26062020Place Lucknow

Annexure C

FORM NO MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31032020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014I REGISTRATION amp OTHER DETAILS

1 CIN L32101UP1986PLC007841 2 Registration Date 11041986 3 Name of the Company LINAKS MICRO ELECTRONICS LIMITED 4 CategorySub-category of the Company Company limited by shares Non-Government Company

5 Address of the Registered office amp contact details

126 KM BARABANKI ROAD CHINHAT LUCKNOW UTTAR PRADESH INDIA - 227105

6 Whether listed company Yes

7 Name Address and Contact Details of the Registrar and Transfer Agent if any

MS Beetal Financial and Computer Services (P) Ltd Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre Dada Harsukhdas Mandir New Delhi- 110062

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 or more of the total turnover of the company shall be stated)

S No Name and Description of main products services NIC Code of the Productservice to total turnover of the company

1 Printed Circuit Board 32 100

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

12

III SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

13

B) Shareholding of Promoter-

Sl No Shareholderrsquos Name Shareholding at the

beginning of the year 31-03-2019 Shareholding at the end of the year-

31-03-2020

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

change in share holding

during the year

1 ANIL KUMAR SINGH ALSPS0283Q 5425500 312974

0 5425500 312974 0 0

2 ATUL KUMAR SINGH ADPPS6741L

93000

05365 0 93000 05365

0 0

3 BHANU PRATAP SINGH ANPPS2821R 60000 03461

0 60000 03461 0 0

4 GAUTAM SINGH ASWPS4298Q 132240

07628

0 132240 07628 0

0

5 HIMANSHU MOHAN SINGH 10800 00623 0 10800 00623 0 0

6 MANVI SINGH DEO ALGPS8666M 504476 29101 0

504476 29101 0 0

7 MEENA SINGH BCFPS4716M 1420880 81965 0 1420880 81965 0 0

8 NAMITA SINGH AEHPS7933M 448300

25861

0 448300 25861 0

0

9 RAJENDRA KUMAR MEHRA ADVPM5557C

7800

00450 0 7800 00450 0 0

10 RAJESH P SINGH 400

00023

0 400 00023 0

0

11 RAJESH PRASAD SINGH 132900

07666 0 132900 07666 0 0

12 SHOBHA SINGH AUZPS5187P 80000 04615 0 80000 04615 0 0

13 SIDDHARTH SINGH AKWPS0843H

74800

04315 0 74800

04315

0 0

14 SARLA SINGH ABIPS0818D 146260

08437 0 146260 08437 0 0

15 UDAYAN SINGH AWEPS7645F 102700

05924 0 102700 05924 0 0

16 USHA KIRAN AHAPK5385K 75000

04326 0 75000 04326 0 0

17 VIJAY SINGH 103000

05942 0 103000 05942 0 0

18 HARSH SINGH TRUST AABTH1990F (Transmitted from Harsh Singh)

262500 1514 0 262500 1514 0 0

Total 9080556 523819 0 9080556 523819 0 0

C) Change in Promotersrsquo Shareholding (please specify if there is no change)

SNo Name of the shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year

Nos of shares of total share of the Company

Nos of shares

of total share of the Company

1 At the beginning of the year 9080556 523819 9080556 523819

Date wise increase Decrease in promoters shareholding during the year specifying the reason for increase decrease (eg allotment transfer bonus sweat equity etc)

NA NA NA NA

At The End Of The Year 9080556 523819 9080556 523819

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

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00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

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126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

10

(e) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

Not applicable to the company during the Audit Period(f) The Securities and Exchange Board of India (Registrars to an Issue and

Share Transfer Agents) Regulations 1993 regarding the Companies Actand dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009

Not applicable to the company during the Audit Period(h) The Securities and Exchange Board of India (Buyback of Securities)

Regulations 1998Not applicable to the company during the Audit Period

(i) The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

(vi) The other laws as may be applicable specifically to the company are1 The Air (Prevention and Control of Pollution) Act 19812 The Environment (Protection) Act 19863 The Water (Prevention and Control Pollution) Act 19744 Factories Act 19485 Industrial Disputes Act 19476 The Payment of Wages Act 19367 Maternity Benefit Act 19618 The Minimum Wages Act 19489 Employeesrsquo State Insurance Act 194810 The Employeesrsquo Provident Funds and Miscellaneous Provisions Act

195211 The Payment of Bonus Act 196512 The Payment of Gratuity Act 197213 The Industrial Employment (Standing Order) Act 194614 The Sexual Harassment of Women at Workplace (Prevention Prohibition

and Redressal) Act 2013We have also examined compliance with the applicable clauses of thefollowing

(i) Secretarial Standard on Meetings of the Board of Directors and GeneralMeetings issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with Bombay StockExchangeDuring the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etcas mentioned hereinaboveIn respect of other laws specifically applicable to the Company we haverelied on informationrecords produced by the company during the courseof our audit and the reporting is limited to that extent

We further report thatThe Board of Directors of the Company is duly constituted with properbalance of Executive Directors Non-Executive Directors and IndependentDirectors The changes in the composition of the Board of Directorsduring the period under review were carried out in compliance with theprovisions of the ActAdequate notice is given to all directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meetingand for meaningful participation at the meeting Majority decision iscarried through while the dissenting membersrsquo views are captured andrecorded as part of the minutesWe further report that there are adequate systems and processes inthe company commensurate with the size and operations of the companyto monitor and ensure compliance with applicable laws rules regulationsand guidelinesWe further report that during the audit period the company did nothave any specific events actions having a major bearing on thecompanyrsquos affairs in pursuance of the above referred laws rulesregulations guidelines standards etc referred to above

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020This report is to be read with our letter of even date which is annexed asrsquo

Annexure Arsquo and forms an integral part of this report

lsquoANNEXURE ArsquoToThe MembersLinaks Micro Electronics Limited126 KM Barabanki Road ChinhatLucknow-227105

Our report of even date is to be read along with this letter

1 Maintenance of secretarial record is the responsibility of the managementof the company Our responsibility is to express an opinion on thesesecretarial records based on our audit

2 We have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contents ofthe Secretarial records The verification was done on test basis to ensurethat correct facts are reflected in secretarial records We believe thatthe processes and practices we followed provide a reasonable basisfor our opinion

3 We have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the company

4 Where ever required we have obtained the Management representationabout the compliance of laws rules and regulations and happening ofevents etc

5 The compliance of the provisions of Corporate and other applicable lawsrules regulations standards is the responsibility of management Ourexamination was limited to the verification of procedures on test basis

6 The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness with whichthe management has conducted the affairs of the company

For Divya Matah amp Associates

(DIVYA MATAH)Practicing Company Secretary

C P No 11719Place LucknowDate 08102020

Annexure BSecretarial compliance report of Linaks Microelectronics Limitedfor the year ended 31st March 2020

IWe have examined(a) all the documents and records made available to us and explanation

provided by Linaks Microelectronics Limited (ldquothe listed entityrdquo)(b) the filings submissions made by the listed entity to the stock exchanges(c) website of the listed entity(d) any other document filing as may be relevant which has been relied

upon to make this certification for the year ended 31032020 (ldquoReviewPeriodrdquo) in respect of compliance with the provisions of

(a) the Securities and Exchange Board of India Act 1992 (ldquoSEBI Actrdquo) andthe Regulations circulars guidelines issued there under and

(b) the Securities Contracts (Regulation) Act 1956 (ldquoSCRArdquo) rules madethere under and the Regulations circulars guidelines issued there underby the Securities and Exchange Board of India (ldquoSEBIrdquo)The specific Regulations whose provisions and the circulars guidelinesissued there under have been examined include-

a) Securit ies and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

b) Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018

c) Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations 2011

d) Securities and Exchange Board of India (Buyback of Securities)Regulations 2018

e) Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014

f) Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008

g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations2013

h) Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 and circulars guidelines issued there under andbased on the above examination IWe hereby report that during theReview Period

a) The l isted enti ty has complied w ith the provisions of the aboveRegulations and circulars guidelines issued there under except inrespect of matters specified below-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

11

SrNo Compliance Requirement Deviations Observations (Regulations circulars Remarks of the guidelines including specific Practicing clause) Company Secretary NA NA NA

(b) The listed entity has maintained proper records under the provisions ofthe above Regulations and circulars guidelines issued there under inso far as it appears from myour examination of those records

(c) The following are the details of actions taken against the listed entity itspromoters directors material subsidiaries either by SEBI or by StockExchanges (including under the Standard Operating Procedures issuedby SEBI through various circulars) under the aforesaid Acts Regulationsand circulars guidelines issued there under

Sr No Action taken by Details of

violation

Details of action taken Eg fines warning letter

debarment etc

Observations remarks of the

Practicing Company

Secretary if NA NA NA NA

(d) The listed entity has taken the following actions to comply with theobservations made in previous reports

Sr No Observations of the Practicing

Company Secretary in the previous reports

Observations made in the secretarial compliance

report for the year Ended 31032019

Actions taken by the listed entity

if any

Comments of the Practicing Company Secretary on the actions taken by the listed entity

NA NA NA NA

Divya MatahProprietorDivya Matah amp AssociatesCompany SecretariesM No ndash 31186 CP - 11719Date 26062020Place Lucknow

Annexure C

FORM NO MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31032020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014I REGISTRATION amp OTHER DETAILS

1 CIN L32101UP1986PLC007841 2 Registration Date 11041986 3 Name of the Company LINAKS MICRO ELECTRONICS LIMITED 4 CategorySub-category of the Company Company limited by shares Non-Government Company

5 Address of the Registered office amp contact details

126 KM BARABANKI ROAD CHINHAT LUCKNOW UTTAR PRADESH INDIA - 227105

6 Whether listed company Yes

7 Name Address and Contact Details of the Registrar and Transfer Agent if any

MS Beetal Financial and Computer Services (P) Ltd Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre Dada Harsukhdas Mandir New Delhi- 110062

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 or more of the total turnover of the company shall be stated)

S No Name and Description of main products services NIC Code of the Productservice to total turnover of the company

1 Printed Circuit Board 32 100

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

12

III SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

13

B) Shareholding of Promoter-

Sl No Shareholderrsquos Name Shareholding at the

beginning of the year 31-03-2019 Shareholding at the end of the year-

31-03-2020

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

change in share holding

during the year

1 ANIL KUMAR SINGH ALSPS0283Q 5425500 312974

0 5425500 312974 0 0

2 ATUL KUMAR SINGH ADPPS6741L

93000

05365 0 93000 05365

0 0

3 BHANU PRATAP SINGH ANPPS2821R 60000 03461

0 60000 03461 0 0

4 GAUTAM SINGH ASWPS4298Q 132240

07628

0 132240 07628 0

0

5 HIMANSHU MOHAN SINGH 10800 00623 0 10800 00623 0 0

6 MANVI SINGH DEO ALGPS8666M 504476 29101 0

504476 29101 0 0

7 MEENA SINGH BCFPS4716M 1420880 81965 0 1420880 81965 0 0

8 NAMITA SINGH AEHPS7933M 448300

25861

0 448300 25861 0

0

9 RAJENDRA KUMAR MEHRA ADVPM5557C

7800

00450 0 7800 00450 0 0

10 RAJESH P SINGH 400

00023

0 400 00023 0

0

11 RAJESH PRASAD SINGH 132900

07666 0 132900 07666 0 0

12 SHOBHA SINGH AUZPS5187P 80000 04615 0 80000 04615 0 0

13 SIDDHARTH SINGH AKWPS0843H

74800

04315 0 74800

04315

0 0

14 SARLA SINGH ABIPS0818D 146260

08437 0 146260 08437 0 0

15 UDAYAN SINGH AWEPS7645F 102700

05924 0 102700 05924 0 0

16 USHA KIRAN AHAPK5385K 75000

04326 0 75000 04326 0 0

17 VIJAY SINGH 103000

05942 0 103000 05942 0 0

18 HARSH SINGH TRUST AABTH1990F (Transmitted from Harsh Singh)

262500 1514 0 262500 1514 0 0

Total 9080556 523819 0 9080556 523819 0 0

C) Change in Promotersrsquo Shareholding (please specify if there is no change)

SNo Name of the shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year

Nos of shares of total share of the Company

Nos of shares

of total share of the Company

1 At the beginning of the year 9080556 523819 9080556 523819

Date wise increase Decrease in promoters shareholding during the year specifying the reason for increase decrease (eg allotment transfer bonus sweat equity etc)

NA NA NA NA

At The End Of The Year 9080556 523819 9080556 523819

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

ited

126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

11

SrNo Compliance Requirement Deviations Observations (Regulations circulars Remarks of the guidelines including specific Practicing clause) Company Secretary NA NA NA

(b) The listed entity has maintained proper records under the provisions ofthe above Regulations and circulars guidelines issued there under inso far as it appears from myour examination of those records

(c) The following are the details of actions taken against the listed entity itspromoters directors material subsidiaries either by SEBI or by StockExchanges (including under the Standard Operating Procedures issuedby SEBI through various circulars) under the aforesaid Acts Regulationsand circulars guidelines issued there under

Sr No Action taken by Details of

violation

Details of action taken Eg fines warning letter

debarment etc

Observations remarks of the

Practicing Company

Secretary if NA NA NA NA

(d) The listed entity has taken the following actions to comply with theobservations made in previous reports

Sr No Observations of the Practicing

Company Secretary in the previous reports

Observations made in the secretarial compliance

report for the year Ended 31032019

Actions taken by the listed entity

if any

Comments of the Practicing Company Secretary on the actions taken by the listed entity

NA NA NA NA

Divya MatahProprietorDivya Matah amp AssociatesCompany SecretariesM No ndash 31186 CP - 11719Date 26062020Place Lucknow

Annexure C

FORM NO MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31032020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014I REGISTRATION amp OTHER DETAILS

1 CIN L32101UP1986PLC007841 2 Registration Date 11041986 3 Name of the Company LINAKS MICRO ELECTRONICS LIMITED 4 CategorySub-category of the Company Company limited by shares Non-Government Company

5 Address of the Registered office amp contact details

126 KM BARABANKI ROAD CHINHAT LUCKNOW UTTAR PRADESH INDIA - 227105

6 Whether listed company Yes

7 Name Address and Contact Details of the Registrar and Transfer Agent if any

MS Beetal Financial and Computer Services (P) Ltd Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre Dada Harsukhdas Mandir New Delhi- 110062

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 or more of the total turnover of the company shall be stated)

S No Name and Description of main products services NIC Code of the Productservice to total turnover of the company

1 Printed Circuit Board 32 100

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

12

III SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

13

B) Shareholding of Promoter-

Sl No Shareholderrsquos Name Shareholding at the

beginning of the year 31-03-2019 Shareholding at the end of the year-

31-03-2020

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

change in share holding

during the year

1 ANIL KUMAR SINGH ALSPS0283Q 5425500 312974

0 5425500 312974 0 0

2 ATUL KUMAR SINGH ADPPS6741L

93000

05365 0 93000 05365

0 0

3 BHANU PRATAP SINGH ANPPS2821R 60000 03461

0 60000 03461 0 0

4 GAUTAM SINGH ASWPS4298Q 132240

07628

0 132240 07628 0

0

5 HIMANSHU MOHAN SINGH 10800 00623 0 10800 00623 0 0

6 MANVI SINGH DEO ALGPS8666M 504476 29101 0

504476 29101 0 0

7 MEENA SINGH BCFPS4716M 1420880 81965 0 1420880 81965 0 0

8 NAMITA SINGH AEHPS7933M 448300

25861

0 448300 25861 0

0

9 RAJENDRA KUMAR MEHRA ADVPM5557C

7800

00450 0 7800 00450 0 0

10 RAJESH P SINGH 400

00023

0 400 00023 0

0

11 RAJESH PRASAD SINGH 132900

07666 0 132900 07666 0 0

12 SHOBHA SINGH AUZPS5187P 80000 04615 0 80000 04615 0 0

13 SIDDHARTH SINGH AKWPS0843H

74800

04315 0 74800

04315

0 0

14 SARLA SINGH ABIPS0818D 146260

08437 0 146260 08437 0 0

15 UDAYAN SINGH AWEPS7645F 102700

05924 0 102700 05924 0 0

16 USHA KIRAN AHAPK5385K 75000

04326 0 75000 04326 0 0

17 VIJAY SINGH 103000

05942 0 103000 05942 0 0

18 HARSH SINGH TRUST AABTH1990F (Transmitted from Harsh Singh)

262500 1514 0 262500 1514 0 0

Total 9080556 523819 0 9080556 523819 0 0

C) Change in Promotersrsquo Shareholding (please specify if there is no change)

SNo Name of the shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year

Nos of shares of total share of the Company

Nos of shares

of total share of the Company

1 At the beginning of the year 9080556 523819 9080556 523819

Date wise increase Decrease in promoters shareholding during the year specifying the reason for increase decrease (eg allotment transfer bonus sweat equity etc)

NA NA NA NA

At The End Of The Year 9080556 523819 9080556 523819

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

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126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

12

III SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A) Category-wise Share Holding

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

13

B) Shareholding of Promoter-

Sl No Shareholderrsquos Name Shareholding at the

beginning of the year 31-03-2019 Shareholding at the end of the year-

31-03-2020

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

change in share holding

during the year

1 ANIL KUMAR SINGH ALSPS0283Q 5425500 312974

0 5425500 312974 0 0

2 ATUL KUMAR SINGH ADPPS6741L

93000

05365 0 93000 05365

0 0

3 BHANU PRATAP SINGH ANPPS2821R 60000 03461

0 60000 03461 0 0

4 GAUTAM SINGH ASWPS4298Q 132240

07628

0 132240 07628 0

0

5 HIMANSHU MOHAN SINGH 10800 00623 0 10800 00623 0 0

6 MANVI SINGH DEO ALGPS8666M 504476 29101 0

504476 29101 0 0

7 MEENA SINGH BCFPS4716M 1420880 81965 0 1420880 81965 0 0

8 NAMITA SINGH AEHPS7933M 448300

25861

0 448300 25861 0

0

9 RAJENDRA KUMAR MEHRA ADVPM5557C

7800

00450 0 7800 00450 0 0

10 RAJESH P SINGH 400

00023

0 400 00023 0

0

11 RAJESH PRASAD SINGH 132900

07666 0 132900 07666 0 0

12 SHOBHA SINGH AUZPS5187P 80000 04615 0 80000 04615 0 0

13 SIDDHARTH SINGH AKWPS0843H

74800

04315 0 74800

04315

0 0

14 SARLA SINGH ABIPS0818D 146260

08437 0 146260 08437 0 0

15 UDAYAN SINGH AWEPS7645F 102700

05924 0 102700 05924 0 0

16 USHA KIRAN AHAPK5385K 75000

04326 0 75000 04326 0 0

17 VIJAY SINGH 103000

05942 0 103000 05942 0 0

18 HARSH SINGH TRUST AABTH1990F (Transmitted from Harsh Singh)

262500 1514 0 262500 1514 0 0

Total 9080556 523819 0 9080556 523819 0 0

C) Change in Promotersrsquo Shareholding (please specify if there is no change)

SNo Name of the shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year

Nos of shares of total share of the Company

Nos of shares

of total share of the Company

1 At the beginning of the year 9080556 523819 9080556 523819

Date wise increase Decrease in promoters shareholding during the year specifying the reason for increase decrease (eg allotment transfer bonus sweat equity etc)

NA NA NA NA

At The End Of The Year 9080556 523819 9080556 523819

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

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126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

13

B) Shareholding of Promoter-

Sl No Shareholderrsquos Name Shareholding at the

beginning of the year 31-03-2019 Shareholding at the end of the year-

31-03-2020

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

No of

Shares

of total

Shares of the

company

of Shares

Pledged encumbered to

total shares

change in share holding

during the year

1 ANIL KUMAR SINGH ALSPS0283Q 5425500 312974

0 5425500 312974 0 0

2 ATUL KUMAR SINGH ADPPS6741L

93000

05365 0 93000 05365

0 0

3 BHANU PRATAP SINGH ANPPS2821R 60000 03461

0 60000 03461 0 0

4 GAUTAM SINGH ASWPS4298Q 132240

07628

0 132240 07628 0

0

5 HIMANSHU MOHAN SINGH 10800 00623 0 10800 00623 0 0

6 MANVI SINGH DEO ALGPS8666M 504476 29101 0

504476 29101 0 0

7 MEENA SINGH BCFPS4716M 1420880 81965 0 1420880 81965 0 0

8 NAMITA SINGH AEHPS7933M 448300

25861

0 448300 25861 0

0

9 RAJENDRA KUMAR MEHRA ADVPM5557C

7800

00450 0 7800 00450 0 0

10 RAJESH P SINGH 400

00023

0 400 00023 0

0

11 RAJESH PRASAD SINGH 132900

07666 0 132900 07666 0 0

12 SHOBHA SINGH AUZPS5187P 80000 04615 0 80000 04615 0 0

13 SIDDHARTH SINGH AKWPS0843H

74800

04315 0 74800

04315

0 0

14 SARLA SINGH ABIPS0818D 146260

08437 0 146260 08437 0 0

15 UDAYAN SINGH AWEPS7645F 102700

05924 0 102700 05924 0 0

16 USHA KIRAN AHAPK5385K 75000

04326 0 75000 04326 0 0

17 VIJAY SINGH 103000

05942 0 103000 05942 0 0

18 HARSH SINGH TRUST AABTH1990F (Transmitted from Harsh Singh)

262500 1514 0 262500 1514 0 0

Total 9080556 523819 0 9080556 523819 0 0

C) Change in Promotersrsquo Shareholding (please specify if there is no change)

SNo Name of the shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year

Nos of shares of total share of the Company

Nos of shares

of total share of the Company

1 At the beginning of the year 9080556 523819 9080556 523819

Date wise increase Decrease in promoters shareholding during the year specifying the reason for increase decrease (eg allotment transfer bonus sweat equity etc)

NA NA NA NA

At The End Of The Year 9080556 523819 9080556 523819

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

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00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

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126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

14

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

E) Shareholding of Directors and Key Managerial Personnel

Sr No

Shareholding at the beginning of the year - 2018 Transactions during the year Cumulative Shareholding at the end of

the year ndash 2019

Name amp Type of Transaction NOOF SHARES HELD

OF TOTAL SHARES OF THE

COMPANY

DATE OF TRANSACTION

NO OF SHARES

NO OF SHARES HELD

OF TOTAL SHARES OF

THE COMPANY

1 U P ELECTRONICS CORPORATION LTD 680000 39226 680000 39226 NIL NIL AT THE END OF THE YEAR 680000 39226 2 SECOND INDIA INVESTMENT FUND BV 435600 25128 435600 25128 NIL NIL AT THE END OF THE YEAR 435600 25128 3 ELECTROPARTS INDIA PVT LTD 309200 17836 309200 17836 NIL NIL AT THE END OF THE YEAR 309200 17836 4 CCIT CO LTDAC TAURUS MUTUAL FUND 203200 11722 203200 11722 NIL NIL AT THE END OF THE YEAR 203200 11722 5 DEVLOPMENT INVESTMENT TRUSTEE CO 159600 09207 159600 09207 NIL NIL AT THE END OF THE YEAR 159600 09207 6 VANDANA BAJAJ 136000 07845 136000 07845 NIL NIL AT THE END OF THE YEAR 136000 07845 7 ALPESH RASIKLAL SHAH 114884 06627 Transfer various 5850 AT THE END OF THE YEAR 109034 -00337 8 RAJESHWARI SINGH 100000 05769 100000 05769 NIL NIL AT THE END OF THE YEAR 100000 05769 9 HREDAYA NARAYAN RAI 96924 05591 Transfer NIL NIL AT THE END OF THE YEAR 96924 05591 10 KALPESH KANAIYALAL PAREKH 88000 05076 88000 05076 NIL NIL AT THE END OF THE YEAR 88000 05076

Sl No Shareholding at the

beginning of the year Cumulative Shareholding

during the year

For Each

of the Directors and KMP

No of Shares

of total shares of

the company

No of shares

of total shares of

the company

1 ANIL KUMAR SINGH At the beginning of the year as at 01-04-2018 5425500

3129

5425500 3129

At the End of the year 5425500 3129 5425500 3129 2 MEENA SINGH At the beginning of the year as at 01-04-2018 1420880 819

1420880

819

At the End of the year 1420880 819 1420880 819 3 UDAI BHAN SINGH At the beginning of the year as at 01-04-2018 - -

-

-

At the End of the year -

-

-

-

4 JAI RAM SINGH At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

5 RAM CHANDRA GAUR At the beginning of the year as at 01-04-2018 -

-

-

-

At the End of the year -

-

-

-

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

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ure

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uant

to N

ote

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e no

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e no

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nd N

ote

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art I

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ule

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the

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pani

es A

ct 1

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(Rs

In H

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eds)

)

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d A

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ross

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ckD

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ckB

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ition

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ance

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up to

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ge fo

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osal

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at

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ness

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2020

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bina

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pute

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6417

4472

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642

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Not

e D

epre

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ided

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ight

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es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

ited

126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDF) Indebtedness -Indebtedness of the Company including interest outstandingaccrued but not due for payment

G) Remuneration Of Directors And Key Managerial PersonnelA Remuneration to Managing Director Whole-time Directors and or Manager

15

Indebtedness at the beginning of the financial year

Secured Loans excluding deposits (Rs In 000)

Unsecured Loans (Rs In 000)

Deposit (Rs In 000)

Total Indebtedness (Rs In 000)

i) Principal Amount 0 2944 0 2944 ii) Interest accrued and due on borrowings

0 0 0 0

Total (i+ii+iii) 0 2944 0 2944 Change in Indebtedness during the financial year

i) Addition 0 296 0 296 ii) Reduction 0 0 0 0 Net Change 0 296 0 296 Indebtedness at the end of the financial year

i) Principal Amount 0 3240 0 3240 ii) ) Interest accrued but not due on borrowings 0 0 0 0

iii) ) Interest accrued and due on borrowings 0 0 0 0

Total (i+ii+iii) 0 3240 0 3240

Sl No Particulars of Remuneration Name of MD WTD Manager Total (Rs)

Mr Anil Kumar Singh 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisites us 17(2) Income-tax Act1961 (c) Profits in lieu of salary under section7(3)Income tax Act 1961

360000

- -

360000

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - as of profit

- Others specifyhellip - -

5 Others please specify-PF - - Total (A) 360000 360000 Ceiling as per the Act

B Remuneration to other directors

Particulars of Remuneration NAME OF DIRECTOR TOTAL (Rs)

UDAI BHAN SINGH

RAM CHANDRA GAUR

JAI RAM SINGH

1Independent Directors middot Fee for attending board committee meetings middot Commission middot Others please specify

- - - -

Total (1) - - - -

2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others please specify

0

0

0 Total (2) 0 0 0 0 Total(B)=(1+2) - - - - Total Managerial Remuneration - - - -

Overall Ceiling as per the Act 0 0 0 -

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

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Net

Blo

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alan

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s at

Add

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sA

cqui

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Adj

usm

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Bal

ance

as

atA

ccum

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epre

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Adj

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ent d

ueA

djus

tmen

t on

Bal

ance

Bal

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Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

ited

126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

16

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTDSl No

Particulars of Remuneration Key Managerial Personnel

Girish Chandra Jha CFO Ms Deepti Bammi Company Secretary Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites us 17(2) Income-tax Act 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act 1961

162500

202846

-

365346

2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission

- as of profit - others specifyhellip

0 0 0

5 Others please specify(PF) 0 0 0 Total 162500 202846 365346 Ceiling as per the Act 365346

Annexure D

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

ToThe Member ofLinaks Micro Electronics Limited126 Kms Barabanki Road ChinhatLucknow- Uttar Pradesh - 227105

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure

Requirements) Regulations 2015 (LODR) in respect of Linaks Micro Electronics Limited (CIN L32101UP1986PLC007841) we hereby certify that

On the basis of written representationdeclaration from the directors and taken on record by the Board of Directors as on March 31 2020 none of the directorson the Board of the company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBIMCA or any suchstatutory authority

For Divya Matah amp Associates Company Secretaries

(Divya Matah) Company Secretary

Membership No 9630 CP No 11719

Date 08102020Place Lucknow

The company appointed Ms Deepti Bammi as the Company Secretary and Compliance Officer of the company from February 2019 However she resigned

wef 14012020 due to personal reasons

H) Penalties Punishment Compounding Of Offences

Type Section of

The Companies Act

Brief Description

Details of Penalty

Punishment Compounding fees imposed

Authority [RD NCLT COURT]

Appeal made if any (give

Details) A COMPANY Penalty Nil Punishment Nil Compounding Nil B DIRECTORS Penalty Nil Punishment Nil Compounding Nil C OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil

By order of the BoardDate 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

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ered

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ase

retu

rn to

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s M

icro

elec

tron

ics

Lim

ited

126

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Ba

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nki R

oad

Chin

hat

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now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Annexure E

FORM NO AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contractsarrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at armrsquos length basis - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contractsarrangementstransactions(c) Duration of the contracts arrangementstransactions(d) Salient terms of the contracts or arrangements or transactions including the value if any(e) Justification for entering into such contracts or arrangements or transactions(f) Date of approval by the Board(g) Amount paid as advances if any(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at armrsquos length basis -(a) Name(s) of the related party and nature of relationship-(b) Nature of contractsarrangementstransactions-(c) Duration of the contracts arrangementstransactions 01-04-2019 to 31-03-2020

By order of the BoardFor Linaks Microelectronics Limited

Date 08102020Place Lucknow (ANIL KUMAR SINGH) (UB SINGH)

Managing Director DirectorDIN 00225518 DIN 06650869

AUDITORSrsquo CERTIFICATE

ToThe Members ofLinaks Microelectronics Ltd

We have examined the compliance of conditions of Corporate Governance by Linaks Microelectronics Ltd for the year ended on 31st March 2020 as stipulatedin Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (lsquothe Regulationsrsquo) read with Listing Agreementof the said Company with the Stock Exchange(s) of IndiaThe compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of corporate governance It is neither an audit nor an expression of opinion on thefinancial statements of the CompanyIn our opinion and to the best of our information and according to the explanation given to us we certify that the Company has complied in all material respectswith the conditions of corporate governance as stipulated in the RegulationsWe state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Jaiswal Singh amp CoChartered Accountants(CA Jagdish Jaiswal)PARTNERM No 078449LucknowDate 08102020

17

Sl No Nature of transaction Name of the related party Amount of Transaction (in Rupees) Relation with the Company Total2019-2020i Remuneration

Mr Anil Kumar Singh 360000 Managing Director 360000Mr Girish Chandra Jha 162500 CFO 162500Ms Deepti Bammi 202846 Company Secretary 202846

ii Loan Lend to the Company

Mr Anil Kumar Singh 296000 Managing Director 296000

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

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ote

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e no

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e no

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nd N

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ct 1

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es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

ited

126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

18

INDEPENDENT AUDITORrsquoS REPORTTo the Members of LINAKS MICROELECTRONICS LIMITEDReport on the Audit of the Standalone Financial StatementsOpinionWe have audited the standalone financial statements of LINAKSMICROELECTRONICS LIMITED (ldquothe Companyrdquo) which comprise thebalance sheet as at 31st March 2020 and the statement of Profit andLoss statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 312020 and profitloss changes in equity and its cash flows for the year endedon that dateBasis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Companies Act 2013 Ourresponsibilities under those Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statements section of ourreport We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinionKey Audit MattersKey audit matters are those matters that in our professional judgment wereof most significance in our audit of the financial statements of the currentperiod These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and wedo not provide a separate opinion on these mattersReference be made to Para O (ii) of Notes on account which is as under0 The developers of old site M S CLARION TOWNSHIP (P) LIMITED

the company that was given the leave and licence permission to developthe site could not progress beyond 10-15 completion stage of GroupHousing Project They have run afoul with their lending bank who haveinvoked SARFESAI against them and possessed the site Since thearrangement of their financing was so structured that they hadmortgaged their share of built up project area but had also beenextended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate andspeed- up the arrangement in the interest of expeditious executionLINAKS MICROELECTRONICS LTD had taken care to obtain acounter corporate Guarantee from the parent company of Clarionnamely Rohtas Projects Ltd For the same amount to cover theoverhang As the leading bank of Clarion has invoked LINAKSMICROELECTRONICS LTDrsquos corporate Guarantee the Linaks hassince also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is alsoin discussions with the other construction companies to step into theshoes of clarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTDhas initiated dialogues with all the stakeholders

lsquoManagementrsquos Responsibility for the Standalone FinancialStatementsThe Companyrsquos Board of Directors is responsible for the matters stated insection 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to thepreparation of these standalone financial statements that give a true andfair view of the financial position financial performance (changes in equity)5and cash flows of the Company in accordance with6 the accounting principlesgenerally accepted in India including the accounting Standards specifiedunder section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities selection and application ofappropriate accounting policies making judgments and estimates that are

reasonable and prudent and design implementation and maintenance ofadequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statement that give atrue and fair view and are free from material misstatement whether due tofraud or errorIn preparing the financial statements management is responsible forassessing the Companyrsquos ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do soThose Board of Directors are also responsible for overseeing the Companyrsquosfinancial reporting processAuditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists Misstatements can arise from fraud or errorand are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users takenon the basis of these financial statementsParagraph 40(b) of this SA explains that the shaded material below can belocated in an Appendix to the auditorrsquos report Paragraph 40(c) explainsthat when law regulation or applicable auditing standards expressly permitreference can be made to a website of an appropriate authority that containsthe description of the auditorrsquos responsibilities rather than including thismaterial in the auditorrsquos report provided that the description on the websiteaddresses and is not inconsistent with the description of the auditorrsquosresponsibilities belowAs part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit Wealso Identify and assess the risks of material misstatement of the financial

statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion The riskof not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internalControl

Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstancesUnder section 143(3)(i) of the Companies Act 2013 we are alsoresponsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operatingeffectiveness of such

Controls Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures madeby management

Conclude on the appropriateness of managementrsquos use of the goingconcern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Companyrsquos ability to continue asa going concern If we conclude that a material uncertainty exists weare required to draw attention in our auditorrsquos report to the relateddisclosures in the financial statements or if such disclosures areinadequate to modify our opinion Our conclusions are based on theaudit evidence obtained up to the date of our auditorrsquos report Howeverfuture events or conditions may cause the Company to cease tocontinue as a going concern

Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financialstatements represent the underlying transactions and events in amanner that achieves fair presentation

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control thatwe identify during our audit

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

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00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

ited

126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDWe also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence and where applicablerelated safeguardsFrom the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key auditmatters We describe these matters in our auditorrsquos report unless law orregulation precludes public disclosure about the matter or when in extremelyrare circumstances we determine that a matter should not be communicatedin our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of suchcommunication Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditorrsquos Report) Order 2016 (ldquothe Orderrdquo)issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order to the extentapplicableAs required by Section 143(3) of the Act we report that(a) We have sought and obtained all the information and explanations whichto the best of our knowledge and belief were necessary for the purposes ofour audit(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of thosebooks(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books ofaccount](d) In our opinion the aforesaid standalone financial statements comply iththe Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules(e) On the basis of the written representations received from the directorsas on 31st March 2020 taken on record by the Board of Directors none ofthe directors is disqualified as on 31st March 2020 from being appointedas a director in terms of Section 164 (2) of the Act(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in ldquoAnnexure Ardquo(g) With respect to the other matters to be included in the Auditorrsquos Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us1

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements ndash Refer Note lsquoorsquo(i)amp lsquoorsquo(ii)under the head significant accounting policies to thefinancial statements

2 The Company has made provision as required under theapplicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivativecontracts

3 There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Compay

For Jaiswal Singh amp CoChartered Accountants

(Firmrsquos Registration No011049C)

CA Jagdish Jaiswal Partner

Membership No078449Place LucknowDate 08102020

19

SNo Particulars

(i) (a) whether the company is maintaining properrecords showing full particulars includingquantitative details and situation of fixed assetsb) whether these fixed assets have beenphysical ly veri fied by the management atreasonable intervals whether any materialdiscrepancies were noticed on such verificationand if so whether the same have been properlydealt with in the books of account(c) whether the tit le deeds of immovableproperties are held in the name of the companyIf not provide the details thereof

(ii) whether physical verification of inventory hasbeen conducted at reasonable intervals by themanagement and whether any mate rialdiscrepancies were noticed and if so whetherthey have been properly dealt with in the booksof account

(iii) whether the company has granted any loanssecured or unsecured to companies firmsLimited Liability Partnerships or other partiescovered in the register maintained under section189 of the Companies Act 2013 If so(a) whether the terms and conditions of the grantof s uch loans are no t prejud ic ial to thecompanyrsquos interest(b) whether the schedule of repayment ofprincipal and payment of interest has beenstipulated and whether the repayments orreceipts are regular(c) if the amount is overdue state the totalamount overdue for more than ninety days andwhether reasonable steps have been taken bythe company for recovery of the principal andinterest

(iv) in respect of loans investments guaranteesand security whether provisions of section 185and 186 of the Companies Act 2013 have beencomplied with If not provide the details thereof

(v) in case the company has accepted depositswhether the directives issued by the ReserveBank of India and the provisions of sections 73to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framedthereunder where appl icable have beencompl ied with If not the nature of suchcontraventions be stated If an order has beenpassed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any court or any other tribunal whether thesame has been complied with or not

(vi) whether maintenance of cost records has beenspecified by the Central Government under sub-section (1) of section 148 of the Companies Act2013 and whether such accounts and recordshave been so made and maintained

(vii) (a) whether the company is regular in depositingundisputed statutory dues including providentfund employeesrsquo state insurance income-taxsales-tax service tax duty of customs duty ofexcise value added tax cess and any otherstatutory dues to the appropriate authorities andif not the extent of the arrears of outstandingstatutory dues as on the last day of the financialyear concerned for a period of more than sixmonths from the date they became payableshall be indicated

Auditors Remark

Yes

Yes No materialD i s c r e p a n c i e swere found

Yes

Yes

No loan is granted

NA

NA

NA

NA

NA

NA

YES

The Annexure-A referred to in our report to the members of LinaksMicroelectronics Ltd for the year ended on 31032020

We report that

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

ited

126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDAs per Notes onAccount point NoO (i)

NO

NA

NO

YES

NA

YES

NA

NO

NO

For Jaiswalsinghamp CoChartered Accountants

Firmrsquos registration number 011049C

CA JAGDISH PRASAD JAISWALPlace LUCKNOW PartnerDate 08102020 Membership number 078449

20

ldquoANNEXURE Brdquo TO THE INDEPENDENT AUDITORrsquoS REPORT OF THEEVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OFLINAKS MICROELECTRONICS LIMITED ON THE FINANCIALCONTROLS UNDER CLAUSE (i) OF SUB SECTION 3 OF SECTION143 OF COMPANIES ACT 2013Section 143 of the Companies Act 2013We have audited the internal financial controls over financial reporting ofLINAKS MICROELECTRONICS LIMITED as on March 31 2020 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date

Managementrsquos Responsibility for Internal Financial ControlsThe Companyrsquos management is responsible for establishing andmaintaining internal financial controls based on ldquoThe internal control overfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of Indiardquo These responsibilitiesinclude the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business including adherence to companyrsquospolicies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information asrequired under the Companies Act 2013

Auditorsrsquo ResponsibilityOur responsibility is to express an opinion on the Companyrsquos internalfinancial controls over financial reporting based on our audit We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India ThoseStandards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operatedeffectively in all material respects

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk Theprocedures selected depend on the auditorrsquos judgement including theassessment of the r isks of material misstatement of the financialstatements whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Companyrsquosinternal financial controls system over financial reporting

Meaning of Internal Financial Controls over Financial ReportingA companyrsquos internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles Acompanyrsquos internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of thecompanyrsquos assets that could have a material effect on the financialstatements

(b) where dues of income tax or sales tax orservice tax or duty of customs or duty of exciseor value added tax have not been deposited onaccount of any dispute then the amountsinvolved and the forum where dispute is pendingshall be mentioned (A mere representation tothe concerned Department shall not be treatedas a dispute)

(viii) whether the company has defaul ted inrepayment of loans or borrowing to a financialinsti tution bank Government or dues todebenture holders If yes the period and theamount of default to be reported (in case ofdefaults to banks financial institutions andGovernment lender wise details to be provided)

(ix) whether moneys raised by way of initial publicoffer or further publ ic offer (including debtinstruments) and term loans were applied forthe purposes for which those are raised If notthe details together with delays or default andsubsequent rectification if any as may beapplicable be reported

(x) whether any fraud by the company or any fraudon the Company by its officers or employeeshas been noticed or reported during the year Ifyes the nature and the amount involved is tobe indicated

(xi) whether managerial remuneration has been paidor provided in accordance with the requisiteapprovals mandated by the provisions of section197 read with Schedule V to the Companies ActIf not state the amount involved and steps takenby the company for securing refund of the same

(xii) whether the Nidhi Company has complied withthe Net Owned Funds to Deposits in the ratio of1 20 to meet out the liability and whether theNidhi Company is maintaining ten per centunencumbered term deposits as specified in theNidhi Rules 2014 to meet out the liability

(xiii) whether all transactions with the related partiesare in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and thedetails have been disclosed in the FinancialStatements etc as required by the applicableaccounting standards

(xiv) whether the company has made any preferentialallotment or private placement of shares or fullyor partly convertible debentures during the yearunder review and if so as to whether therequirement of section 42 of the Companies Act2013 have been complied with and the amountraised have been used for the purposes forwhich the funds were raised If not provide thedetails in respect of the amount involved andnature of non-compliance

(xv) whether the company has entered into any non-cash transactions with directors or personsconnected with him and if so whether theprovisions of section 192 of Companies Act2013 have been complied with

(xvi) whether the company is required to be registeredunder section 45-IA of the Reserve Bank of IndiaAct 1934 and if so whether the registration hasbeen obtained

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

ited

126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Balance Sheet as at 31032020(Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019(Rupees) (Rupees)

ASSETSNon Current Assetsa)Fixed AssetsI) Tangible Assets 1 42265 43856II) Intangible Assets 42265 43856

Current Assetsa)Inventories 2 2551 3314b)Trade Receivables 3 1058 2178c)Cash amp Bank Balances 4 4192 3900d) Other current Assets 5 1107 8908 1265 10657

51173 54513EQUITIES AND LIABILITIESShare Holderrsquos Fundsa) Share Capital 6 49535 49535b) Reserves amp Surplus 7 -242343 -235795

-192808 -186260(3) Non-Current Liabilities(a) Long-term borrowings(b) Other Long term liabilities 8 239474 236381(c) Long term provisions 9 0 0

239474 236381Current Liabilitiesa)Short Term Borrowings 10 3240 2944b) Trade Payable 11 613 1149b)Other Current Liabilities 12 2 37c)Short Term provisions 13 652 4507 262 4392

51173 54513Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

21

Inherent Limitations of Internal Financial Controls Over FinancialReportingBecause of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud mayoccur and not be detected Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degreeof compliance with the policies or procedures may deteriorate

OpinionIn our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as on

March 31 2019 based on ldquothe internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of CharteredAccountants of Indiardquo

For and on behalf ofJaiswal Singh amp CoChartered AccountantCA Jagdish Prasad JaiswalPartnerMembership Number 078449Place LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

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ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

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e no

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)(ii)

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e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

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sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

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ent d

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Bal

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Bal

ance

Bal

ance

310

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(Dis

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03

2020

up to

31

032

019

char

ge fo

rto

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ion

disp

osal

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at

as a

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at

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ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

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aTa

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gs44

594

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419

220

464

1968

425

374

2491

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car

1755

1755

695

208

903

1060

852

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nt a

nd E

quip

men

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796

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004

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0

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ts u

nder

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00

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iture

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7777

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00

00

00

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cles

00

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00

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ts u

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1045

3655

223

178

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00

00

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ers

(spe

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nat

ure)

197

197

7850

128

119

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com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

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ided

on

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ight

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e M

etho

d as

per

rate

pre

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ed u

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the

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pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

ited

126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Statement of Profit and Loss for the period ending on 31032020 (Rs In Thousands)

PARTICULARS NOTE AS AT 31st March 2020 AS AT 31st March 2019Current Year Previous Year

(Rupees) (Rupees)

Income

i Revenue from operations 14 388400 655900ii Other Income 15 79000 36400

iii Total Revenue(i+ii) 467400 692300iv Expenditure

Cost of material Consumed 16 230400 381400Changes in Inventories of Finished goods and work in process 17 7200 -5700Employee Benefit Expenses 18 229000 409500Finance Costs 19 27600 26700Depreciation and Amortisation Expenses 20 156400 156400Other Expenses 21 471600 522200

Total Expenses 1122200 1490500

v Profit before exceptional and extraordinary items and tax(iii-iv) -654800 -7982000 0

vi Exceptional Items 0 0

vii Profit before extraordinary items and tax (1 - 3) -654800 -798200

viii Extraordinary Items - Account written off 0 0ix Profit before Tax -654800 -798200x Tax Expenses

Current Tax 0 0Deferred Tax 0 0

xi Profit Loss for the period from -654800 -798200continuing operations(ix-x)

xii Profit (loss) from discontinuing operations 0 0xiii Tax expenses of discontinuing operations 0 0

xiv Profit(loss) from discontinuing operationsafter tax (xii-xiii) 0 0

xv Profit(loss)for the period (xi+ xiv) -654800 -798200xvi Earning per equity Share

(i) Basic -038 -046(ii) Diluted -038 -046

Significant Accounting PoliciesNotes on Financial StatementsNote The Schedules referred to above form an integral part of the Balance Sheet

As per our seperate report of even date

For Jaiswal Singh amp Co For and on behalf of the Board Of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) ( Anil Kumar Singh) (Udai Bhan Singh)Parter Managing Director DirectorDate 08102020 DIN 00225518 DIN 06650869

22

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

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uant

to N

ote

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(i)

(ii)

(iii)

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e no

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)(ii)

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nd N

ote

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art I

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ule

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es A

ct 1

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(Rs

In H

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eds)

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ckD

epre

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Net

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ckB

alan

ce a

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ition

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ents

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ance

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ent d

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ance

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ance

310

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h31

03

2020

up to

31

032

019

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ge fo

rto

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ion

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osal

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at

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the

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310

320

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103

201

931

03

2020

com

bina

tion

``

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425

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1755

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208

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ts u

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00

00

00

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1398

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ts u

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00

00

00

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cles

00

00

00

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00

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128

119

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pute

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00

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6417

4472

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642

265

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e D

epre

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ight

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e M

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pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

ited

126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

23

Linaks Microelectronics Ltd12Kms Barabanki Road Chinhat Lucknow

Cash Flow Statement for 2019-2020(Rs In Thousands)

A CASH FLOW OPERATING ACTIVITIES As at 31032020 As at 31032019(Rupees in 000) (Rupees in 000)

Net profit before tax and extraordinary Items -6860 -8079Items Adjustment for

1 Depreciation 1520 15642 Assetes writton off

3 Foreign Exchange

4 Investments

5 InterestDividend -276 -267Operating profit before working capital -5616 -6782Change adjustment for

6 Trade and other receivables 1277 27337 Inventories 763 12698 Tradeand other payables 180 -257

Cash generated from operations -3756 -3037Interest Received 239 364Direct taxes paid

-2673CASH FLOW BEFORE EXTRAORDINARY ITEM -3517

1 Extra ordinary items( creditors written off)Decrease in Share capitalIncrease in reserves

2 Expenses pertaining to previous year3 Net Cash from operating activities -2673

B CASH FROM INVESTMENT ACTIVITIESPurchase of fixed assets -129Sale of Assets 421Net Cash used in investing activitiesTotal -3096 -2802

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans 3093 940Repayment of financelease liabilitiesIncrease in Cash credit borrowings 296Waiver of loanspayment of unsecured LoansNET CASH USED IN FINANCING ACTIVITIES 3389 940Net increase in cash and cash equivalent 293 -1862Cash and cash Equivalents as at-010419 3900 5762(Opening Balance)Cash and cash Equivalents as at 310320Closing Balance 4193 3900

Place Lucknow (AK Singh) (Udai Bhan Singh)Date 08102020 Managing Director Director

AUDITORSrsquo REPORT

We have checked the attached cash flow statement of Linaks Microelectronics Ltd for the year ended March 31 2019 from the books amp records maintained bythe company in the ordinary course of business and have found in accordance therewith

For Jaiswal Singh amp CoChartered Accountants

(CA Jagdish Prasad Jaiswal)ParterPlace LucknowDate 08102020

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

inak

s M

icro

elec

tron

ics

Lim

ited

126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

24

Not

e 1

Dis

clos

ure

purs

uant

to N

ote

no I

(i)

(ii)

(iii)

Not

e no

J (i

)(ii)

Not

e no

J a

nd N

ote

no L

of P

art I

of S

ched

ule

VI to

the

Com

pani

es A

ct 1

956

(Rs

In H

undr

eds)

)

Fixe

d A

sset

sG

ross

Blo

ckD

epre

ciat

ion

Net

Blo

ckB

alan

ce a

s at

Add

ition

sA

cqui

red

Adj

usm

ents

Bal

ance

as

atA

ccum

ulat

edD

epre

ciat

ion

Adj

ustm

ent d

ueA

djus

tmen

t on

Bal

ance

Bal

ance

Bal

ance

310

3 2

019

(Dis

posa

l)th

roug

h31

03

2020

up to

31

032

019

char

ge fo

rto

reva

luat

ion

disp

osal

sas

at

as a

tas

at

busi

ness

the

year

310

320

20 3

103

201

931

03

2020

com

bina

tion

``

``

``

``

``

``

aTa

ngib

le A

sset

s

Bui

ldin

gs44

594

4459

419

220

464

1968

425

374

2491

0

car

1755

1755

695

208

903

1060

852

Pla

nt a

nd E

quip

men

t16

4883

-28

1649

1114

7907

796

1487

0417

004

1618

0

Asse

ts u

nder

leas

e0

00

00

00

Furn

iture

and

Fix

ture

s14

7514

7513

980

1398

7777

Asse

ts u

nder

leas

e0

00

00

00

Vehi

cles

00

00

00

0

Asse

ts u

nder

leas

e0

00

00

00

Offi

ce e

quip

men

t38

3338

3336

1045

3655

223

178

Asse

ts u

nder

leas

e0

00

00

Oth

ers

(spe

cify

nat

ure)

197

197

7850

128

119

69

com

pute

rs0

00

To

tal

2167

37-2

80

021

6765

1729

0815

6417

4472

4385

642

265

Not

e D

epre

citio

n H

as b

een

prov

ided

on

Stra

ight

Lin

e M

etho

d as

per

rate

pre

scrib

ed u

bder

the

Com

pani

es A

ct 2

013

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

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oad

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  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDLinaks Microelectronics Ltd

12Kms Barabanki Road Chinhat Lucknow

(Rs In Thousands)

Note 2 Inventories As at 31st March 2020 As at 31st March 2019lsquo lsquo

a Raw Materials and components (Valued at Landed cost) 330 1021330 1021

b Work-in-progress (Valued at Input plus cost of conversion charges) 0 720 72

c Finished goods (Valued at Cost or net realisable value) 0 0d Stock-in-trade (Valued at _____) 0 0e Stores and spares (Valued at _____) 0 0

0 0f Loose Tools (Valued at _____)g Others (Specify nature)Land ( valued at cost) 2221 2221

2221 2221Total 2551 3314

Note 3 Trade receivablesAs at 31st March 2020 As at 31st March 2019

a Short term trade receivablesSecured considered good 1058 2178Unsecured considered goodDoubtfulLess Provision for doubtful debts 0 0Total 1058 2178

Note 4 Cash amp Cash Equivalents under current assetsAs at 31st March 2020 As at 31st March 2019

Cash in hand 490 368Bank Accounts 28 60FDR With Bank 3674 3471Total 4192 3900

Note 5 Current Assets other current assetsAs at 31st March 2020 As at 31st March 2019

Security Deposits 135 135PLA AdvanceStorers and Spares 481 604Vat On Capital goodsLoans amp Advances 204 192Pre Paid Expenses 13 57G S T 139 141T D S 135 136Total 1107 1265

PARTICULARS As at 31st March 2020 As at 31st March 2019Numbers Rupees Numbers Rupees

Note 6 Share CapitalAuthorisedOptionally ConvertiblePreference Share of Rs10-each 4000000 40000 4000000 40000Equity Shares of Rs 1- each (prevyr Rs 1 each) 50000000 50000 50000000 50000Issued Subscribed amp Paid upOptionally Convertible Preference Share of Rs10-each 3220000 32200 3220000 32200Equity Shares of Rs1- each (prevyr Rs 1 each) 17335300 17335 17335300 17335

20555300 49535 20555300 49535

61 Particulars of shareholders holding more than 5 of the total equity share capital

SN Name of the Holder No of shares to total No of shares to totalheld paid up capital held paid up capital

1 ANIL KUMAR SINGH 5425500 3130 5425500 31302 MEENA SINGH 1420880 820 1420880 820

Note 61 A Statement of changes in equityBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year

17335300 0 17335300

B Other EquityThere has been no change in the other equityC Preference SharesBalance at the beginning of the reporting period Changes in the equity during the year Balance at the end of the year322000 0 322000

25

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

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if un

deliv

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rn to

L

inak

s M

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elec

tron

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Lim

ited

126

KM

Ba

raba

nki R

oad

Chin

hat

Luck

now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITEDNote 7

Reserves amp Surplus As at As at31st March 2020 31st March 2019

a Capital ReservesOpening Balance 31049 31049(+) Current Year Transfer(-) Written Back in Current Year 0Closing Balance 31049 31049

b Securities Premium AccountOpening Balance 19277 19277Add Securities premium credited on Share issueLess Premium Utilised for various reasons 0Premium on Redemption of DebenturesFor Issuing Bonus SharesClosing Balance 19277 19277

c SurplusOpening balance -286121 -278139

(+) Net Profit(Net Loss) For the current year -6548 -7982(+) Transfer from Reserves(-) Proposed Dividends(-) Interim Dividends(-) retained earning 0 0(-) Transfer to Reserves-Reduction in Share Capital 0 0Closing Balance -292669 -286121Total -242343 -235795

Note Equity share of Rs 10- each has been reduced to four equity sharesof Rs1- each as per Members Resolution passed at EGM heldon at the registered office of the company

Note 8 Other Long Term Liabilities As at As at31st March 2020 31st March 2019

(b) Others 239474 236381Total 239474 236381

Note 9 Long Term Provisions As at As at31st March 2020 31st March 2019

(a) Provision for employee benefitsSuperannuation (unfunded)Gratuity (unfunded)Leave Encashment (unfunded)ESOP ESOS(b) Others (Specify nature)Duity amp taxesTotal 000 000

Note 10 Short Term Borrowings As at As at31st March 2020 31st March 2019

Unsecured(a) Loans repayable on demand 32403 29440261from banks vijaya bank from other parties - Director 0 0(of the above lsquo ____ is guaranteed by Directors and or others)(b) Loans and advances from related parties 0 0(of the above lsquo ____ is guaranteed by Directors and or others)

3240 2944

Note 11 (a) Trade Payables 613 1149Total 613 1149

Note 12 Other Current Liabilities As at As at31st March 2020 31st March 2019

TDS Payable 2 37Total 2 37

As at As at31st March 2020 31st March 2019

Note 13 Short Term Provisions 112 54Salary amp Reimbursements 417 155P F Payable 111 41ESI Payable 12 11Total 652 261

(Rs In 000)PARTICULARS As at As at

31 March 2020 31 March 2019Rupees Rupees Rupees Rupees

Note14 Revenue from operations

3884 6559

3884 6559

Note Other Income15 Interest Received 239 363

Misc Income 109Profit on sale of Machinery 442

790 363Note16 Cost of material Consumed

Consumpt ion Consumpt ionOpening Stock 1021 2347Purchases 1613 2488

2634 4835Less Consumed 2304 3814Closing Bal 330 1021

Note17 Changes in Inventories of Finished goods

Stock in trade and Stock in ProcessOpening Bal

WIP 72 0Finished Goods 0 15Total WIP+FinishedGoods 72 15Closing Ball

WIP 0 72Finished Goods 0 0

0 72Change in Inventory -72 -57

Note18 Employee Benefit Expenses

Employee benefit expenseSalary To Director 360 1680Employer cont FPF 78 0Employer cont ESI 36 53Employer cont PF 39 133Salary amp Wages 1748 2187Staff walfare exp 29 42

2291 4095Note19 Finance Costs

Interest 276 268Total Fin Cost 276 268

Note20 Depreciation and Amortisation Expenses

Depreciation 1564 15641564 1564

Note21 Other Expenses

Audit Fee 3000 3000Bank Charges 700 1300Advertisment Exp 16300 15000Conveyance Expenses 46500 40000Courier Expenses 1100 3500Diesel Expenses 5600 14200Packing expenses 900 400Insurance Charges 6600 7200internet 100 000Journal Books amp Peridicals 000 000Legal Expenses 100400 34900Freight amp cartage 4200 6600Mise Expenses 2300 3200Postage 000 000Printing amp Stationery 7400 13000incentive 000 4000Repairs amp Maintenance 23100 88000Licence Charges 000 000Registration amp Renewal Fees 900 1100Watch amp Wards 23400 43100Professional charges 75300 48400Sebi amp share Depsitory Exp 30000 25000Insurance car 000 1000Rent Factory 23800 21600Clearing amp Forwarding Expenses 300 300Vech Running amp maintenanace 16800 18300Round Off 000 000Rate amp taxes 000 000Machine Shifting Charges 000 7000Internal Audifees 3000 3000Website Maintenance Site 000 100Electric Expenses 60100 75600Telephone Expenses 1800 2200Penalty 1200 200Consumable Stores 1800 2000Travelling Expenses 15100 37700Filing Charges 000 1400TOTAL 471600 522200

26

(Rs In Thousands)

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

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  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

(Rs In 000)Serial Financial Year Provincial Disputed Central DisputedNumber Amount Amount1 1993-94 Nil Rs 1532 1994-95 Rs 142 Rs 753 1996-97 Rs 383 Rs 1024 1997-98 Rs 458 Rs 4945 1999-00 Rs 92 Rs 886 2000-01 Rs 482 Rs 7817 2001-02 Rs 92 Rs 98 2002-03 Nil Rs 285

NOTES ON ACCOUNTS

Significant Accounting Policiesa BASIS OF ACCOUNTING

The Financial Statements are prepared under historical cost convention on anaccrual basis and are in accordance with the requirements of the CompaniesAct 2013

b FIXED ASSETSFixed Assets are stated at cost of acquisition less accumulated depreciationBuilding is constructed on rented land

c DEPRECIATIONDepreciation on Fixed Assets is provided as per the Straight Line Method andat the rates and in the manner specified in the Companies Act 2013 Necessaryadjustments required as per the Companies Act 2013 has been made in theFixed assets

d RETIREMENT BENEFITSThe Companyrsquos contribution in respect of Provident Fund and ESI is chargedagainst revenue every year In respect of Gratuity no provision is made It willbe paid as and when arise

e INVENTORIESi Raw Material stores and spares are valued at cost or net realisable value

which ever is lowerii Work in progress is valued at the cost of inputs plus part of conversion charges

as applicableiii Finished Goods are valued at lower of cost or net realisable valuef FOREIGN EXCHANGE TRANSACTIONS

There is no foreign currency income during the yearThere are following foreign currency expenditure out go during the year

(Rs In 000)Purchase of Machine Machine parts amp Spares Rs Nil (prev Year Rs Nil )Purchase of Raw Material Rs Nil (Prev Year Rs Nil)

Travelling Rs Nil (Pre Year Rs Nil)g Salesi Debit note received from parties for rejection of goods are accounted for after

these rejected goods are declared to be beyond rectificationh TAXATION

Company is currently operating under the approved rehabilitation scheme Noprovision for Deferred Tax Liability is made

i EARNING PER SHARE(a) Calculation of Weighted Average

2019-2020 2018-2019Number of Equity Shares at the beginning of the year 17335300 17335300Number of Equity shares outstanding at the end of year 17335300 17335300(b) Weighted Average no of equity sharesOutstanding during the year

17335300 1733530Net Loss during the year (Rs in Thousand) -6897 -7983Earningloss per share ( in Rs) -040 -046j Segment Information The company has only one product- Printed Circuit Boardk Related Party Disclosure1 Other related Parties with whom transactions have taken place ndash Nil2 Directors

Shri Anil Kumar Singh Managing DirectorShri U B SinghShri R C GaurSmt Meena SinghShri Jai Ram SinghManaging director has been paid a remuneration of Rs36000000 (prev yearRs1440000)

l LIQUIDATED DAMAGESi) Liquidated Damages on late deliveries are accounted for only when they are

finally not recoverable in spite of Companyrsquos best effortsii) Necessary adjustment has been made to show the Fixed Assets as per AS10m CONTINGENT LIABILITIESi Estimated amount of contracts remaining to be executed on Capital Account

NIL (Previous year NIL)ii Outstanding Letters of Credit Rs NIL (Previous year Rs NIL)iii Outstation Cheques purchased by bank but not cleared till the date of Balance

Sheet Rs Nil (Previous Year Rs Nil)iv Disputed demand for Rs6335 (in 000) (Previous Year(s) Rs 6335 (Rs in 000)

excluding Interest for Sales Tax is in appeal and pending before differentauthorities

v Company has given its land to Syndicate Bank as corporate guarantee againsta loan of Rs 30 crores

n Dues towards SSIs for Rs 1 lac or more outstanding for more than 30 days arenot ascertainable as the suppliers have not furnished their SSI registrations

o (i)Details of litigated Sales Tax assessments under appeal and finalisation

(ii) The developers of old site M S CLARION TOWNSHIP (P) LIMITED thecompany that was given the leave and licence permission to develop the sitecould not progress beyond 10-15 completion stage of Group Housing ProjectThey have run afoul with their lending bank who have invoked SARFESAIagainst them and possessed the site Since the arrangement of their financingwas so structured that they had mortgaged their share of built up project areabut had also been extended a Corporate Guarantee by the company (LINAKSMICROELECTRONICS LTD) to the lending bank to facilitate and speed- upthe arrangement in the interest of expeditious execution LINAKSMICROELECTRONICS LTD had taken care to obtain a counter corporateGuarantee from the parent company of Clarion namely Rohtas Projects LtdFor the same amount to cover the overhang As the leading bank of Clarionhas invoked LINAKS MICROELECTRONICS LTDrsquos corporate Guarantee theLinaks has since also invoked corporate Guarantee of Rohtas to cover negativefallout Simultaneously LINAKS MICROELECTRONICS LTD is also indiscussions with the other construction companies to step into the shoes ofClarion and complete the project To accomplish this LINAKSMICROELECTRONICS LTD has initiated dialogues with all the stake holdersWe are unable to determine litigated liability No provision for the same ismade in books

2019-20 2018-19p EXPENSES AND EARNING Rs in 00 Rs in 00

a) Values of Direct Imports (CIF) Nil NilRaw MaterialMachinery Machine Parts Rs Nil Rs Nil(including advance paid)

b) Expenditure in Foreign Currency NilTravelling Expenses Nil NILOther matters

c) Earnings in Foreign exchanges (FOB) NiL NiL ExportQ(a) CONSUMPTION OF RAW MATERIAL

2019-20 2018-19Qty Rsin Qty Rsin

Thousands Thousands(i) Copper clad Laminates 1152 1382 1908 2288

sq Mtrs sq Mtrs(ii) Other inputs Lots 922 Lots 1526(b) RAW MATERIALS IMPORTED amp INDIGENOUS

2019-20 2018-19Rsin Rsin

Thousand ThousandImported Nil NilIndigenous 1613 2488

r (a) OPENING amp CLOSING STOCK OF FINISHED GOODS2019-20 2018-19

Qtysqm) (Rsin000) Qty(Nos) (Rsin000)Opening Stock Nil Nil 15 2150Closing Stock Nil Nil Nil Nil(b) SALES 1545 3884 1923 6559

Printed Circuit Boardss DETAILS OF LICENSED amp INSTALLED CAPACITIES AND PRODUCTION

(In Sq Mtrs)Installed Capacities Licensed Capacities

2019-20 2018-19 2019-20 2018-19(I) Installed Capacity

Single Sided Glass Epoxy 5000 5000 5000 5000PCBSingle Sided paper ACCL 10000 10000 10000 10000(pierced and blanked)

[All the equipments have not been fully installed](ii) Actual Production 2019-20 2018-19

Printed Circuit Boards 1545 sqm 1908 Sqmt PARTICULARS OF RENUMERATION OF DIRECTORS

2019-20 2018-19Salary (Rs In Thousand) 360 1680No other perquisites given to Directors

u EXPENDITURE INCURRED ON EMPLOYEES(a) Employed throughout the year and Nil Nil

drawing Rs6000000 or More(b) Employed for the part of year and Nil Nil

drawing Rs500000 or morev PAYMENTS MADE TO AUDITORS

Audit fee 30 30w Previous year figures have been regrouped and rearranged where ever required to

make it comparable with current periodrsquos figures

For Jaiswal Singh amp Co For and on behalf of the Board of DirectorsChartered Accountants

(CA Jagdish Prasad Jaiswal) (Mr Anil Kumar Singh) (Mr Udai Bhan Singh)Partner Managing Director DirectorDate 08102020 DIN00225518 DIN06650869

27

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

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ered

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126

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now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh

Annual Report 2019-2020 LINAKS MICROELECTRONICS LIMITED

To

if un

deliv

ered

ple

ase

retu

rn to

L

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elec

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126

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now

- 227

105

By

Cou

rier

  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh
  1. 2020-11-13T192627+0530
  2. Udai Bhan Singh