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Interlink Petroleum Ltd.

BSE: 526512 | NSE: | Series: NA | ISIN: INE959G01016 | SECTOR: Oil Drilling And Exploration

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2006

Director’s Report

Dear Members, The Directors of the Company presents the Company''s Twenty Forth (24th) Annual Report of the Company, along with Audited Financial Statements for the financial year ended 31st March, 2015. FINANCIAL PERFORMANCE (Amount in Rs.) Particulars 2014-2015 2013-2014 Revenue from Operations 59,59,492 43,77,076 Gross Profit/ (Loss) before Interest, Dep. & Tax (2,26,43,869) (1,13,55,893) Less: Interest 8,45,600 26,65,401 Depreciation 3,09,491 7,28,943 Profit/(Loss) before Tax & Exceptional Items (2,37,98,960) (1,47,50,237) Less:Exceptional Items 83,78,21,141 Nil Profit/(Loss) before Tax (86,16,20,101) (1,47,50,237) Less: Provision for Taxation Nil Nil Profit/(Loss) after Tax (86,16,20,101) (1,47,50,237) Add: Surplus B/F from last year (11,42,13,861) (9,94,63,624) Less: Dep. arising on assets having no useful life 4,11,405 Nil as per Schedule II of Companies Act, 2013 Amount available for appropriations (97,62,45,367) (11,42,13,861) Appropriations Nil Nil Amount carried to Balance Sheet (97,62,45,367) (11,42,13,861) OPERATIONAL PERFORMANCE During the year, the Company has carried out efforts to get successful flow of crude oil from the fields, however results were not encouraging. The Company has entered into a MOU with Sun Petrochemicals Private Limited to carry out further technical efforts to achieve success in the fields. The Company has also carried out serious work/efforts to acquire interest, share in other fields/properties overseas. However due to recent downfall in the crude oil prices, the exploration has become unattractive and non viable. Meanwhile the skilled man power of the Company has generated some consultancy business to support the revenue flow of the Company. DIVIDEND In view of losses incurred during the financial year, the Board does not recommend any dividend for the year under review. SHARE CAPITAL The paid up Share Capital of the Company as on 31st March, 2015 was Rs.24,92,12,000 (Rupees Twenty Four Crore Ninety Two Lac Twelve thousand only). During the year under review, the Company has neither issued shares with deferential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, the Company had no outstanding convertible instruments. RESERVE No amount has been transferred to any of the reserve during the year under review. DIRECTORS AND KEY MANAGERIAL PERSONNEL During the year under review following changes took place in the Board of Directors of the Company and Key Managerial personnel: 1. Mr. Ambrose Gerard Corray, ceased to be Director of the Company with effect from the date of the Annual General Meeting i.e. 24.09.2014, on retirement. 2. Mr. Gopal Pallipuram Srinivasan, ceased to be Managing Director of the Company w.e.f. 13.10.2014 on resignation and end of his term as Managing Director of the Company. 3. Mr. Arun Kumar Agarwal ceased to be Director of the Company w.e.f. 31.12.2014 due to resignation. 4. Mr. Ajay Gupta ceased to be Director of the Company w.e.f. 31.12.2014 due to resignation. 5. Mrs. Haripriya Misra was appointed as a Woman Director of the Company w.e.f. 24.03.2015, who has since resigned subsequent to the close of the financial year w.e.f. 03.06.2015. 6. Mrs. Bandana Kalita (DIN 07167882) was appointed as independent woman Director of the Company w.e.f. 30.05.2015. 7. Mr. Sushant Raj was appointed as Chief Financial Officer of the Company w.e.f. 01.04.2015 after resignation of Mr. Gopal Pallipuram Srinivasan, who was having additional charge of Chief Financial Officer of the Company. 8. Ms. Hina Garg (M.No. 036660) was appointed as Company Secretary of the Company w.e.f. 16.05.2015 after resignation of Mr. Parvinder Singh Arora w.e.f. 21st November, 2014. Present composition of the Company''s Board is in line with the applicable provisions of the Companies Act, 2013, and Listing Agreement entered by the Company with Bombay Stock Exchange. Your Company has Five (5) Directors consisting of Three (3) Independent Directors out of which one is Woman Director, one (1) Non- Executive Director, and one (1) Managing Director. Mr. Lee Chye Cheng Adrian (DIN: 02242495) retire by rotation and being eligible, offers himself for reappointment. Mr. Vijay Misra (DIN 00458031), was appointed as Managing Director of the Company and is key Managerial personnel of the Company w.e.f. 01.04.2015. Mr. Lai Kai Jin Michael (DIN 02247249) and Mr. Krishna Kumar Nittala (DIN 02228924) and Mrs. Bandana Kalita (DIN 07167882), the non-executive independent directors of the Company are recommended for appointment as Independent Directors of the Company under section 149 of the Companies Act, 2013. Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. NUMBER OF BOARD MEETING The Board of Directors met 9 (nine) times during the year, the details of which are provided in the Corporate Governance Report. BOARD LEVEL PERFORMANCE EVALUATION The Board of Directors has carried out an annual evaluation of its own performance, its committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Clause 49 of the Listing Agreement. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, contribution towards development of the strategy etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board in consultation with Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, contribution at the meetings and otherwise, independent judgment, etc. In a separate meeting of independent Directors, performance of non-independent directors, performance of the board was evaluated. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION. ATTRIBUTES. INDEPENDENCE. ETC. The Nomination and Remuneration Committee shall identify persons of integrity who possess relevant expertise, experience, leadership qualities, qualification, attributes, independence and other matters required for the position of directors provided u/s 178(3). With the coming into force of the Companies Act, 2013, the Board on the recommendation of the Nomination and Remuneration Committee appointed all the existing Independent Directors Mr. Lai Kai Jin Michael (DIN: 02247249) and Mr. Krishna Kumar Nittala (DIN: 02228924) and Mrs. Bandana Kalita (DIN: 07167882) as Independent Directors under section 149 of the Companies Act, 2013, subject to approval of the shareholders. INDEPENDENT DIRECTORS'' DECLARATION The Independent Directors have filed their declaration with the Company affirming that they meet the criteria of Independence mentioned u/s 149(6) of the Companies Act, 2013. REMUNERATION POLICY The Company follows a policy on remuneration of Directors and Senior Management Employees, details of the same are given in the Corporate Governance Report. AUDIT COMMITTEE The Audit Committee of the Company was constituted in line with the provisions of the Companies Act, 2013 & Clause 49 of the Listing Agreement. The Audit Committee as on 31st March, 2015 comprises three Non-Executive Directors, Mr. Lee Chye Cheng Adrian, promoter director and two Independent Directors namely Mr. Krishna Kumar Nitatala and Mr. Lai Kai Jin Michael (Chairman of the Committee). All three members of Committee have adequate financial & accounting knowledge and background. The said committee was reconstituted on 13th February, 2015 due to resignation of Mr. Arun Kumar Agarwal and Mr. Ajay Gupta, previous Independent Directors of the Company. CORPORATE SOCIAL RESPONSIBILITY Since the Company has not yet started profit from its operations, the Company has neither devised nor implemented any program towards social responsibility. Further the provisions of section 135 of the Act relating to Corporate Social Responsibility do not apply to the Company since none of the criteria mentioned in the said section is attracted. PARTICULARS OF EMPLOYEES Particulars of employees required to be furnished u/s 197 of the Companies Act, 2013 and Rules thereunder are as follows: 1. Employed throughout the F.Y.-NIL 2. Employed for part of the F.Y.: i) Name of the Employee: Mr. Gopal Pallipuram Srinivasan ii) Designation: Managing Director iii) Remuneration received: Rs.72,39,491/-. iv) Nature of Employment: Contractual v) Qualifications: ICWA, MBA (Finance) vi) Experience: 25 Years vii) Date of commencement of employment: 14th October, 2011. viii) Age: 50 years ix) Last employment held: General Manager (Finance) in EZRA Holdings Limited x) %of Equity Shares held: Nil xi) Name of Director or Manager who is a relative: None 3. Employed throughout the F.Y. or part thereof and exceeded that drawn by the MD or WTD or Manager and hold by himself or along with his/her spouse and dependent children, not less than 2% of the equity shares of the Company: NIL PARTICULARS PERSUANT TO SECTION 197(12) AND THE RETEVANT RULES In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are as follows: i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the year 2014-15: Name Nature of Directorship Ratio Sh. Gopal Pallipuram Srinivasan Managing Director 0.67:1 ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year: Name Nature of Directorship %Increase Sh. Gopal Palliuram Srinivasan Managing Director Nil Sh. Parvinder Singh Arora Company Secretary Nil Note: For this purpose, Sitting Fess paid to directors has not been considered as remuneration. iii) the percentage increase in the median remuneration of employees in the financial year: Nil iv) the number of permanent employees on the rolls of Company: 6 (Six) as on 31st March, 2015. v) the explanation on the relationship between average increase in remuneration and Company performance: Considering the financial position of the Company, no remuneration has been increased during the year. vi) comparison of the remuneration of the key managerial personnel against the performance of the Company: Remuneration of Key Managerial Personnel was as per terms of employment which is according to the Industrial practice. vii) variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: Particulars As on 31st March, 2015 As on 31st March, 2014 % Closing Market Price 13.10 17 (-) 29.77 Market Capitalization 3264.68 lacs 4236.60 Lacs (-) 29.77 P/E Ratio (-) (-) viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There is no increase in salaries of the employees during the financial year. ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company: Same as mentioned in Para (vi) above. x) the key parameters for any variable component of remuneration availed by the Directors: There was no variable component paid to the Managing Director. xi) the ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year: Till the resignation of Mr. Gopal P. Srinivasan, Managing Director, there was no employee who received remuneration in excess of directors. Thereafter there was no whole time director who received remuneration. xii) Affirmation that the remuneration is as per the Remuneration Policy of the Company: Yes CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Oytgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed herewith marked as Annexure I to this Report. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS During the year under review, the Company has not made any loans, guarantees and investments which are governed by the provisions of section 186 of the Companies Act, 2013. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES There is no materially significant related party transaction made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit committee. The policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Company''s website. The particulars of contracts or arrangements with related parties referred to in Section 188(1), in prescribed in Form AOC-2, is appended as Annexure II MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE Management Discussion Analysis and Corporate Governance Report as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of the Annual Report and are referred to As Annexure III and IV respectively. EXTRACT OF ANNUAL RETURN Extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-Vto this Report. VIGIL MECHANISM The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Policy are given in the Corporate Governance Report and the Policy is posted on the Company''s website. FIXED DEPOSITS During the year under review your Company has not accepted any fixed deposits and there were no unclaimed deposit or interest thereon as on 31st March, 2015. INDUSTRIAL RELATIONS Relation with staff and workmen continued to remain cordial during the financial year. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT The Company has entered into a Memorandum of Understanding with Sun Petrochemicals Private Limited in respect of transfer/assignment of 100% Participating Interest of Baola and Modhera Fields. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE* There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES No Company has become or ceased to be subsidiary, joint venture or associate company during the year under review. INTERNAL CONTROL SYSTEM Your Company has adequate system of internal controls to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized, correctly recorded and properly reported. The Internal Auditors of the Company conducts Audit to ensure that internal controls are in place and submit quarterly Reports to the Audit Committee. The Audit Committee regularly reviews these Reports and regularly advised for corrective actions. RISK MANAGEMENT In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify risk areas and procedure to mitigate the risks. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013 No case of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was filed. SECRETARIAL AUDIT M/s. KJ & Associates, Company Secretaries in Practice, have been appointed by the Company as Secretarial Auditor to undertake Secretarial Audit of the Company, pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, The Secretarial Audit Report is annexed herewith as Annexure-VI. As regards, Secretarial Auditors'' observations regarding appointment of Independent Directors, your director state that the Company will appoint required number of Independent Directors in the ensuing AGM. AUDITORS & AUDITORS'' REPORT M/s. Shirish Desai & Co., Chartered Accountants (holding Registration No. 112226W), Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting (AGM) and being eligible, offers themselves for re-appointment, The Company has received the consent from the Auditors and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in terms of the provisions of the Companies Act 2013 (Act) and rules made thereunder and that their appointment, if made, will be within the prescribed limits under the Act. Accordingly the Audit Committee and the Board of Directors has recommended the re-appointment of M/s. Shirish Desai & Co.,Chartered Accountants as the Statutory Auditors of the Company to hold office from the ensuing AGM till the conclusion of the next AGM on remuneration to be decided by the Board or Committee thereof to the shareholders for approval. Auditors'' report is self-explanatory and therefore does not require further comments and explanation. COST AUDITORS The Board of Directors at their Meeting held on 23rd May, 2013 appointed M/s. KL Jaisingh & Co., as Cost Auditors for the financial year 2013-14, which was approved by the Central Government. The Cost Audit Report for the financial year 2013-14 in XBRL format was submitted within due date on 26th September, 2014. As per the provisions of section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed thereunder and the Cost Audit Orders issued from time to time, Cost Audit was not applicable to the Company for the financial year 2014-15. The Board of Directors at their Meeting held on 27th June 2014 appointed M/s. KL Jaisingh & CO., as Cost Auditors for the financial year 2014-15. However in view of non applicability of cost Audit, the Management has decided not to get the Cost Audit. DIRECTORS'' RESPONSIBILITY STATEMENT In terms of Section 134(3) (c) read with 134(5) of the Companies Act, 2013, it is hereby stated that: (a) In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed alongwith proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit and loss of the company for the year ended on that date; (c) the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; (e) the Directors have laid down Internal financial controls to be followed by the company which are adequate and were operating effectively; (f) the directors had devised proper system ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. HEALTH SAFETY & ENVIRONMENT (HSE) There were regular meetings on HSE held at Baola & Modhera sites during the year. There was no untoward incident/accident during the year. The operations were conducted safely during the year. Due attention was given to environmental protection and regulation and all statutory approvals are in place in this regard. ACKNOWLEDGEMENTS The Board of Directors of the Company acknowledge with gratitude the co-operation and assistance received from the Central and State Government Authorities. Your Directors thank the Shareholders, Banks/other lenders, Vendors and other business associates for their confidence in the Company and its management and look forward to their continued support. The Board wishes to place on record its appreciation for the dedication and commitment of your Company''s employees at all levels, which has continued to be our major strength. We look forward to their continued support in the future. For and on behalf of the Board Vijay Misra Lee Chye Cheng Adrian Place : Singapore Chairman & Managing Director Director Date : 10.08.2015 DIN 00458031 DIN: 02242495

Director’s Report