DIRECTOR'S REPORT To The Members. MERCURY TRADELINKS LIMITED Your Directors take pleasure in presenting the 3Oth Annual Report on the business & operation of your Company together with financial statement for the year ended 31st March, 2015. OPERATIONS AND PERFORMANCE: During the year Company has earned revenue of Rs. 24.07 Lacs (Previous year Rs. 33.23 Lacs) and earned a profit of Rs.0.22 Lacs (previous year Profit Rs.1.63 Lacs). DIVIDEND With a view to conserve the resources for business activities and working capital requirements, your Directors regret to recommend any dividend on Equity Shares for the year. EXTRACT OF ANNUAL RETURN The details forming part of the Extract of the Annual Return in Form MGT9 as required under Section 92 of the Companies Act, 2013 is included in this report as Annexure A and forms an integral part of this report. CHANGE IN THE NATURE OF BUSINESS, IF ANY: There was no change in the nature of business of the Company during the financial year 2014-15. MATERIAL CHANGES AND COMMITMENTS, IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: Due to volatility in the financial market and slow down in the world economy, the value of the stocks and investments of the company has further deteriorated and increase in the establishment cost of the Company, your directors visualize that the performance of the company in the first quarter may result in to losses. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL SIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: There are no significant material orders passedby the Regulators / Courts which would impactthe going concern status of the Company and itsfuture operations. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: Your Company has in place, adequate Internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. DEPOSITS: As on 31st March, 2015, the Company held no deposits in any form from anyone. There were no deposits held by the company as on 31st March, 2015, which were overdue or unclaimed by the depositors. AUDITORS AND THEIR REPORTS: A. STATUTORY AUDITOR: M/S. Vinay Doshi & Co., Chartered Accountant (Firm Registration No.ll5247W), whois the statutory auditor of the company, hold office until the conclusion of the ensuing AGM. Members of the Company at the 29th AGM held on 29th September, 2014 has approved the appointment of M/S. Vinay Doshi & Co. as the statutory auditor for the period of three financial years i.e. up to the conclusion of 32nd AGM of the Company. Due to some pre occupation M/S. Vinay Doshi & Co. has submitted their unwillingness letter to act as a statutory auditor for the financial year 2015-16. Hence company has approached M/S. Shyam Malpani & Associates, Chartered Accountants, Mumbai (Firm Registration No.l20438W) to act as a statutory auditor of the Company. As required under the provision of section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/S. Shyam Malpani & Associates, Chartered Accountants to their appointment and a certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and Rules framed their under and they satisfy the criteria provided in section 141 of the Companies Act, 2013. Accordingly, requisite resolution forms part of the notice convening the AGM. The Report given by the Statutory Auditor for the Financial Statements for the year ended 31st March, 2015 read with Explanatory Notes thereon do not call for any explanation or comments from the Board under Section 134 of the Companies Act, 2013. Due to an oversight of the accounts department, Company had not deposited certain dues and the same have been deposited with the appropriate authorities. B. SECRETARIAL AUDITOR : Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014, the Company has appointed Mr. Upendra Shukla, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2014-15 as required under provision of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed with its Board's report, a Secretarial Audit Report given by the Secretarial Auditor. In connection, with the auditor's observations in the report, it is clarified that the non-filing of Form MGT-14 for resolution approving quarterly results with Registrar of Companies as required under section 179(3) of the Companies Act, 2013 occurred inadvertently and clarification relating to non appointment of Key Managerial Personnel, non-Compliance with the provisions of Clause 41 of the Listing Agreement in respect of quarterly submission of Limited Review Reports to the Concerned Stock Exchange and non-Compliance of section 138 of the Companies Act, 2013 for appointment Internal Auditor for the F.Y. 2014-15 as required are explained in the board report. The Board has re-appointed Mr. Upendra Shukla, Practicing Company Secretary as Secretarial auditor of the Company for the financial year 2015-16. C INTERNAL AUDITOR : During the financial year 2014-15, the Company has earned Income of Rs. 22,215/- through its operation. In view of insignificant scale of operations, the Company has not appointed Internal Auditors, However, the Company has adequate system of internal check and control. D. COST AUDITOR : The requirement of Cost audit is not applicable to your Company because it is not engaged in production of goods or providing services in respect of which any order has been passed by the Central Government under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. SHARE CAPITAL: During the year under review, your Company has not issued any shares. Consequently, the authorized share capital of the Company is Rs.24,75,000/- comprising of 2,47,500 equity share of Rs.10/- each and the issued, subscribed and paid up Share Capital of the Company comprising of 2,47,500 equity share of Rs.10/- each fully paid up as at 31st March, 2015. Your Director state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items during the year under review: i) Issue of equity shares with differential rights as to dividend, voting or otherwise. ii) Issue of sweat equity shares. iii) Issue of employee stock options. iv)Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees. BOARD & COMMITTEES: CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Gopal Ramkrishna Somani (DIN 00009523), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board of Directors had appointed Mr. Krishna Kumar Moondra (DIN 07140048) and Mrs. Rita Somani (DIN 07140006), as an Additional Directors with effect from 31st March, 2015 who holds the office till the conclusion of the ensuing Annual General Meeting. The Company has received Notices under Section 160 of the Companies Act, 2013 proposing Mr. Krishna Kumar Moondra(DTN 07140048) and Mrs. Rita Somani (DIN07140006)as candidate for the office of the Directors of the Company and accordingly Mr. Krishna Kumar Moondra (DIN 07140048) proposed to be appointed as an Independent Director and Mrs. Rita Somani (DIN07140006)proposed to be appointed as a Director of the Company. Considering the size and operations of the Company, the Board of Directors were not able to get any suitable personal for the position of MD and CFO as a KMPs on its board during the year as per the requirement of Section 2013 of the Companies Act, 2013. The Board of Directors are making their constant efforts to get a suitable person for the above position and looking for the same to select the same. Your Directors had approached to the Institute of Company Secretaries and had requested for getting a Company Secretary. Unfortunately considering the low turnover, it is difficult to get a qualified Company secretary as your Company is not in the position to pay required package of salary demanded by qualified Company Secretary. Hence Company was unable to appoint a Company Secretary as KMP on its board during the year as per the requirement of Section 203 of the Companies Act, 2013. However due to efforts of all, Company has received a suitable candidate and has appointed Company Secretary on 20/04/2015. None of the Director resigned from the directorship of the Company during the year. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013. BOARD EVALUATION The board has earned out an Annual performance evaluation of its own performance, of the Directors individually as well as evaluation of the working of its various Committees. The performance evaluation of Independent Director was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and Non-independent Director was carried out by the Independent Director at their separate meeting. NUMBER OF MEETINGS During the year five meeting of the board of directors were held of the following date's i.e 30th May, 2014. 12thAugust, 2014, 14th November. 2015, 12th February, 2015 and 31st March, 2015. The 29th Annual General meeting (AGM) of the company was held on 29th September, 2014. The details of the meetings of the Board held and attended during the Financial Year 2014-15 is as under: MEETING OF INDEPENDENT DIRECTOR The Independent Directors of the Company conducted separate meeting without the presence of the Chairman& other Non Independent Directors or any other Managerial personnel. This meeting was conducted in an informal and flexible manner to enable the Independent Directors to discuss matter pertaining to, inter alia, review of performance of Non- Independent Directors and Board as a whole, review the performance of the Chairman of the Company, assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably. AUDIT COMMITTEE As per Companies Act, 1956 constitution of Audit Committee was not required for your Company but Section 177 of the Companies Act 2013 has mandated the constitution of Audit Committee for the listed company, hence your Company being the listed entity has to form the said committee. The Audit Committee constituted on 31st March, 2015 comprised of Mr. Gaurishankar Radhakishan Damani, Chairman and Non Executive Independent Director, Mr. Krishna Kumar Moondra Non Executive Independent Director, Mr. Pradeep Kumar Sarda, Director Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the Company's internal financial controls and financial reporting process. The Composition and quorum are in accordance with Section 177 of the Companies Act, 2013. All members of the Audit Committee possess financial/accounting expertise/exposure. The terms of reference of the Audit Committee inter alia include the following: 1. Providing recommendation for appointment, remuneration and terms of appointment of auditors of the company; 2. Reviewing & monitoring auditor's independence and performance, and effectiveness of audit process; 3. Examining financial statement and the auditors' report thereon; 4. Approving or any subsequent modification of transactions of the company with related parties, if any 5. Scrutinizing inter-corporate loans and investments; 6. Evaluating internal financial controls & risk management systems; 7. Monitoring the end use of funds raised through public offers and related matters; 8. Valuation of undertakings or assets of the company, wherever it is necessary; 9. Any other responsibilities as may be assigned by the Board from time to time." Functions of the Audit Committee: The Audit Committee, while reviewing the Annual Financial Statement also review the applicability of various Accounting Standards (AS) referred to in Section 133 of the Companies Act, 2013. Compliance of the Accounting Standard as applicable to the Company has been ensured in the preparation of the Financial Statement for the year ended 31st March, 2015. The Audit Committee also oversees and reviews the functioning of Vigil Mechanism (implemented in the Company as a Risk Management Policy and Whistle Blower Policy) and review the finding of investigation in the cases of material nature and the action taken in respect thereof. NOMINATION AND REMUNERATION COMMITTEE As per Companies Act, 1956 constitution of Audit Committee was not required for your Company but Section 178 of the Companies Act 2013 has mandated the constitution of Audit Committee for the listed company, hence your Company being the listed entity has to form the said committee. The Committee comprised of Mr, Gaurishankar Radhakishan Damani, Chairman and Non Executive Independent Director, Mr. Krishna Kumar Moondra Non Executive Independent Director, Mr. Gopal Ramkrishna Somani, Non-Executive Director. The Board of Directors has adopted policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The same can be can be accessed on the Company's Website at www.mercurytradelinks.com PERSONNEL The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Due to low turnover your Company was unable to appoint on its Board Managing Director / Whole Time Director or Manager and Company Secretary, Chief Financial Officer and considering the financial conditions of the Company your director does not give any remuneration to its directors except sitting fees for attending the meetings. As such your Company is not making any payment towards managerial remuneration except sitting fees to its Directors, hence disclosures pertaining to Remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable and therefore not given. POLICIES AND GOVERNANCE CORPORATE GOVERNANCE Clause 49 of the Equity Listing Agreement executed with the BSE Limited is not applicable to the Company pursuant to the circular no.: CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 issued by the Securities and Exchange Board of India and circular no.: DCS/COMP/10/2014-15 September 16, 2014, issued by the BSE Limited. As the paid up Share Capital of the Company is less than 10 crores and its Net Worth does not exceed 25 crores as on 31st March, 2015. Hence, the corporate governance Report is not included in this Report. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Vigil Mechanism of the Company is incorporated under Whistle Blower Policy, Protected Disclosures can be made by a Whistle Blower through an e-mail or to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower Policy can be accessed on the Company's Website at www.mercurytradelinks.com . RISK MANAGEMENT The Company has laid down the procedures to inform to the Board about the risk about Risk assessment and minimization procedures and the Board has formulated Risk Management policy to ensure that the Board, its Audit Committee should collectively identify risk impacting the Company's business and document, their process of risk identification and risk minimization as a part of Risk Management Policy/Strategy. The Risk Management Policy of the Company is available on Company's website at www .mercurytradelinks. com. CORPORATE SOCIAL RESPONSIBILITY (CSR): Considering the lower turnover of the Company, provision of Section 135 of the Companies Act, 2013 is not applicable to your Company, Hence it is not required to formulate Corporate Social Responsibility policy during the year 2014-15. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED Loans, Guarantees and Investments covered under Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: As the Company is not engaged in any manufacturing activities and there was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 is to be regarded as Nil. RELATED PARTY TRANSACTIONS During the Financial Year 2014-15, your Company has not entered into transactions with Related Parties as defined under sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions. Hence, there are no details of such transaction. DIRECTORS RESPONSIBILITY STATEMENT As required under Section 134(3)(c) of the Companies Act, 2013 with respect to the Director's Responsibility Statement, it is hereby confirmed: i) That in preparation of Annual Accounts for the Year ended 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures. ii) That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the Financial Year and of the Profit & Loss of the Company for that period. iii) The Directors have taken proper and sufficient care for the 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. iv) That the Directors have prepared the Annual Accounts on a going concern basis. v) The Directors had laid down Internal Financial Control to be followed by the Company and such internal financial controls are adequate and were operating effectively. vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. ACKNOWLEDGEMENTS Your Directors wish to place on record their appreciation of the continued support and valuable cooperation received from the Company's Bankers, Institutions, Customers, Suppliers and Shareholders. Your Directors also wish to place on record their appreciation of the devoted services of the company's employee, which have in great way contributed to the Company's progress. By Order of the Board of Directors PRADEEP KUMAR SARDA CHAIRMAN Date :30th May, 2015 Place : Mumbai |