For the Financial Year ended on 31st March, 2020
The Members,
LEGACY MERCANTILE LIMITED
Your Directors have great pleasure in presenting the 09thAnnual Report
together with the Audited Balance Sheet as at 31st March, 2020 and Profit &
Loss Account for the year ended on that date.
FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY
The highlights of financial results of your Company are as follows:
| Particulars |
For the Financial year ended as on 31st March, 2020 |
For the Financial year ended as on 31stMarch, 2019 |
|
Amount (in Rs.) |
Amount (in Rs.) |
| Income |
10,545,680.00 |
7,431,551.00 |
| Less: Expenditure |
10,431,613.00 |
7,128,049.00 |
| Profit/(Loss) before taxation |
114,067.00 |
303,503.00 |
| Less: Income Tax |
30,106.00 |
78,292.00 |
| Net profit/ (Loss) after taxation |
83,961.00 |
225,211.00 |
RESERVES AND SURPLUS
Net profit of Rs. 83,961/- after taxation is being transferred to the reserve and
surplus.
DIVIDEND
The Directors have not recommended any dividend for the financial year 2019-20 in view
of the requirement of funds for expansion of the business.
STATE OF COMPANY AFFIARS
The Company is complying with all the applicable laws and provisions and there is no
adverse action against the business operations of the Company.
CHANGE IN THE NATURE OF BUSINESS
During the year under Review, there is no Change in Nature of Business.
STATUTORY AUDITOR AND HIS REPORT
The Board appoints M/s. Gyanesh Gupta & Co., Chartered Accountants (FRN 024354N),
as the Statutory Auditors of the Company from the conclusion of this Annual General
Meeting till the conclusion of next Annual General Meeting of the company. In this regard
the Company has received a Certificate from the Auditors to the effect that if they are
appointed it would be in accordance with the provision of section 141 of the Companies
Act, 2013. The Report given by the Statutory Auditors for the Financial Statements for the
year ended March 31, 2020 read with explanatory notes thereon do not call for any
explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both the
design effectiveness and operational effectiveness to ensure reliability of financial and
operational information and all statutory / regulatory compliances. The Company has a
strong monitoring and reporting process resulting in financial discipline and
accountability.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND
ASSOCIATE
Since the Company has no subsidiaries as on 31st March, 2020, provision of
section 129 of the Companies Act, 2013 is not applicable.
CHANGE OF REGISTERED OFFICE
During the year, no change has taken place in the registered office of the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
The particulars as required under the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review. There was no
foreign exchange earning & outgo during the financial year under review.
CONSOLIDATED FINANCIALSTATEMENTS
Since there is no subsidiary of the Company at present, hence no consolidated financial
statements have been prepared.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the Financial Position of the Company
which have occurred between the end of the Financial year of the Company to which the
Financial Statement relate and the date of this report.
INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors met on 12th
November, 2019, inter alia, to discuss:
Evaluation of the performance of Non-independent Directors and the Board of Directors
as a whole. Evaluation of the performance of the chairman of the Company, taking into
account the views of the Executive and Non-executive directors. Evaluation of the quality,
content and timelines of flow of information between the Management and the Board that is
necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the Meeting.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions
related to Corporate Social Responsibility on the basis of its financial statement.
FAMILIARIZATION PROGRAMME
The Company at its various meetings held during the Financial year 2019 -20 had
familiarized the Independent Directors with regard to the roles, rights, responsibilities
in the Company, nature of the industry in which the Company operates, the Business models
of the Company etc. The Independent Directors have been provided with necessary documents,
reports and internal policies to familiarize then with the Companys policies, procedures
and practices.
Periodic presentations are made to the Board and Board Committee meeting on Business
and performance updates of the Company, Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements and
encompassing important amendments are briefed to the Directors.
CHANGES IN COMPOSITION OF DIRECTOR
During the Year under review, there was no change in the composition of Board of
Directors.
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, and Listing
Agreement.
POSTAL BALLOT
No Postal Ballot was conducted during the financial year under review.
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
a) Board Meetings
During the year, 6 (Six) Board Meetings were convened and held. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013 on the
Following Dates:
| S. No. Date of meeting |
Total No. of Directors on the Date of Meeting |
No. of Directors attended |
| 1. 2 8.05.2019 |
3 |
3 |
| 2. 2 6.08.2019 |
3 |
3 |
| 3. 2 5.09.2019 |
3 |
3 |
| 4. 1 2.11.2019 |
3 |
3 |
| 5. 0 8.01.2020 |
3 |
3 |
| 6. 3 1.03.2020 |
3 |
3 |
b) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
Annual Performance evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its various Committees. A separate exercise was
carried out to evaluate the performance of individual Directors including the Chairman of
the Board, who were evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and its minority
shareholders etc. The performance evaluation of the Independent Directors was carried out
by the entire Board excluding the Directors being evaluated.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority. The following substantive Committees constituted by
the Board function according to their respective roles and defined scope:
Audit Committee of Directors
Nomination and Remuneration Committee
Stakeholder Relationship Committee
a) Audit Committee
The Board has well-qualified Audit Committee with majority of Independent Directors
including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation,
Internal Controls etc. The Company Secretary of the Company acts as Secretary of the
Committee. During the year, there are no instances where the Board had not accepted the
recommendations of the Audit Committee.
COMPOSITION AND ATTENDANCE AT MEETINGS:
During the year ended on 31st March, 2020, the composition of Audit
Committee has been as under:
| Name of Director |
Designation |
Category |
No. of Meeting Attended |
| Mr. Anil Kumar |
Chairman |
Non Executive and Independent Director |
4 |
| Ms. Reena Devi Mandal |
Member |
W hole Time Member |
4 |
| Mr. Saurabh Rastogi |
Member |
Non Executive and Non-Independent Director |
4 |
During the financial year 2019-20, Four (4) meeting of Committee was held on
28.05.2019, 26.08.2019, 12.11.2019 and 31.03.2020.
The Audit Committee also advises the Management on the areas where internal control
system can be improved. The Terms of reference of the Audit Committee are in accordance
with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 as
follows: Oversight of the Issuers financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible; Recommending to the Board, the appointment, re-appointment and, if required,
theirplacement or removal of the statutory auditor and the fixation of audit fees.
Approval of payment to Statutory Auditors for any other services rendered by the statutory
auditors. Reviewing, with the management, the annual financial statements before
submission to the board for approval, with particular reference to: (i) Matters required
to be included in the Directors Responsibility Statement to be included in the Boards
report in terms of Section 134(5) of the Companies Act, 2013; (ii) Any changes in
accounting policies and practices and reasons for the same; (iii) Major accounting entries
involving estimates based on exercise of judgment by management; (iv) Significant
adjustments made in the financial statements arising out of audit findings; (v) Compliance
with listing and other legal requirements relating to financial statements; (vi)
Disclosure to any related party transactions; (vii) Qualifications in the draft audit
report.
Reviewing with the management the half yearly financial statements before submission to
the Board for approval. Reviewing with the management, performance of statutory and
internal auditors, adequacy of internal control systems; Reviewing the adequacy of
internal audit function, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit. Discussion with internal auditors any
significant findings and follow up thereon; Reviewing the findings of any internal
investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting
the matters to the Board; Discussion with Statutory auditors before the audit commences,
about the nature and scope of audit as well as post-audit discussion to ascertain any area
of concern; Carrying out any other function as is mentioned in the terms of reference of
the Audit Committee.
During the financial year 2019-20, Four (4) meeting of Audit Committee was held on
28.05.2019, 26.08.2019, 12.11.2019 and 31.03.2020.
Nomination & Remuneration Committee & Its Policy
The Company has duly constituted Nomination and Remuneration Committee to align with
the requirements prescribed under the provisions of the Companies Act, 2013.
COMPOSITION AND ATTENDANCEAT MEETINGS:
During the year ended on 31stMarch, 2020, the composition of Nomination and
Remuneration Committee has been as under:
| Name of Director |
Designation |
Category |
No. of meeting Attended |
| Mr. Anil Kumar |
Chairman |
Non Executive and Independent Director |
4 |
| Ms. Reena Devi Mandal |
Member |
W hole Time Member |
4 |
| Mr. Saurabh Rastogi |
Member |
Non Executive and Non-Independent Director |
4 |
During the financial year 2019-20, Four (4) meeting of Committee was held on
28.05.2019, 26.08.2019, 12.11.2019 and 31.03.2020.
TERMS OF REFERENCE
The terms of reference of Remuneration Committee includes the following:
The remuneration committee recommends to the board the compensation terms of the
executive directors.
The committee to carry out evolution of every directors performance and recommend to
the board his/her appointment and removal based on the performance.
The committee to identify persons who may be appointed in senior management/Director in
accordance with the criteria laid down.
Framing and implementing on behalf of the Board and on behalf of the shareholders, a
credible and transparent policy on remuneration of executive directors including ESOP,
Pension Rights and any compensation payment.
Considering approving and recommending to the Board the changes in designation and
increase in salary of the executive directors.
Ensuring the remuneration policy is good enough to attract, retain and motivate
directors.
Bringing about objectivity in deeming the remuneration package while striking a balance
between the interest of the Company and the shareholders.”
STAKEHOLDER RELATIONSHIP COMMITTEE
Our Company has constituted a Stakeholder Relationship Committee to redress the
complaints of the shareholders. The committee currently comprises of following Directors:
| Name of Director |
Designation |
Category |
No. of Meeting Attended |
| Mr. Anil Kumar |
Chairman |
Non Executive and Independent Director |
4 |
| Ms. Reena Devi Mandal |
Member |
W hole Time Member |
4 |
| Mr. Saurabh Rastogi |
Member |
Non Executive and Non-Independent Director |
4 |
During the financial year 2019-20, Four (4) meeting of Committee was held on
28.05.2019, 26.08.2019, 12.11.2019 and 31.03.2020.
ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee of our Board look into:
The redressal of investors complaints viz. non-receipt of annual report, dividend
payments etc. Matters related to share transfer, issue of duplicate share certificate,
dematerializations. Also delegates powers to the executives of our Company to process
transfers etc.
The status on various complaints received / replied is reported to the Board of
Directors as an Agenda item.
RISK MANAGEMENT
The Company has laid down the procedures to inform to the Board about the risk
assessment and minimization procedures and the Board has formulated Risk management policy
to ensure that the Board, its Audit Committee and its Executive Management should
collectively identify the risks impacting the Companys business and document their
process of risk identification, risk minimization, risk optimization as a part of a risk
management policy/ strategy.
The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and
Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention
of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes
financial risk, political risk, legal risk, etc.
The Board reviews the risk trend, exposure and potential impact analysis and prepares
risk mitigation plans, if necessary.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees 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 given below:
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ W ITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
| Sr. Name of Director/KMP and No. Designation |
Remuneration of Director/ KMP for FY 2019-20 (Rs.In Lakhs) |
% increase in Remuneration in FY 2019-20** |
Ratio of Remuneration of Director to Median Remuneration of employees |
Ratio of Remuneration of Director to Median Remuneration of Employees |
| 1. Ms. Reena Devi Mandal Whole Time Director |
N.A. |
N.A. |
N.A. |
N.A. |
The number of permanent employees as on 31st March 2020 was 1. Average of
remuneration of employees excluding KMPs Nil
Companys performance has been provided in the Directors Report which forms part of the
Board Report.
The key parameter for the variable component of key managerial personnel(s) is linked
with Company performance and Individual performance.
The remuneration of Directors, KMPs and other employees is in accordance with the
Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE
COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF M
ANAGERIAL PERSONNEL) RULES, 2 014 AND FORMING PART OF DIRECTORS REPORT FOR THE FINANCIAL
YEAR ENDED MARCH 31, 2020 NOT APPLICABLE
The information required pursuant to Section 197(12) read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Employees of the Company, will be provided on request. In terms of Section 136 of the Act,
the reports and accounts are being sent to the members and
others entitled thereto, excluding the information on employees particulars mentioned
in rule 5(2) of the said rule which is available for inspection by the Members at the
Registered Office of the Company during the business hours on working days of the Company
upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting
the same, such Member may write to the Compliance Officer in advance.
PERSONNEL
The Management-Employees relations remained very cordial throughout the year. Your
Directors wish to place on record their appreciation of sincere and devoted services
rendered by all the workers and staff at all levels.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provision of Section 177 (9) of the Companies Act, 2013, the Company is
required to establish an effective Vigil Mechanism for Directors and Employees to report
genuine concerns. In line with this the Company has framed a Vigil Mechanism Policy
through which the Directors and Employees may report concerns about unethical behavior,
actual or suspected fraud or violation of the Companys Code of Conduct & Ethics
without fear of reprisal.
The Employees and Directors may report to the Compliance Officer and have direct access
to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website
of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has zero tolerance for Sexual Harassment at workplace and has adopted a
Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment
of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules
made there under. There was no complaint on sexual harassment during the year under
review.
Further the company has complied with the provisions of relating to constitution of
Internal Complaints Committee under the Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redresssal) Act, 2013.
RELATED PARTY TRANSACTIONS
There are no related party transactions in the year under Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not given any loans and guarantees.
Details of Investments covered under the provisions of Section 186 of the Companies Act,
2013 are given in the Notes to the Financial Statements.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract
of the Annual Return for the financial year ended 31st March, 2020 made under
the provisions of Section 92 (3) of the Act in Form MGT -9 is annexed herewith as
Annexure-A.
SECRETARIAL AUDIT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Ankit Singhal, Proprietor of M/s. Ankit Singhal & Associates,
Company Secretaries to undertake the Secretarial audit of the Company. The Secretarial
Auditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as
Annexure -B.
With Reference to the Qualifications and observations given by the Secretarial Auditor
company, Company is under process to remove all the Qualifications and observations in
future.
MAINTAINANCE OF COST RECORDS
During the year under review the company is not required to prepare or maintain the
Cost records as per Section 148(1) of the Companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year there is no any Significant and Material orders has been passed by
Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts in the year under
Report.
HUMAN RESOURCES INDUSTRIAL RELATIONS
The takes pride in the commitment, competence and dedication shown by its employees in
all areas of Business. The Company is committed to nurturing, enhancing and retaining top
talent through superior Learning and Organizational Development. This is a part of
Corporate HR function and is a critical pillar to support the Organizations growth and
its sustainability in the long run.
CAUTIONARY STATEMENT
Statements in this Directors Report describing the Companys objectives, projections,
estimates, expectations or predictions may be “forward looking statements”
within the meaning of applicable securities law and regulations. Actual results could
defer materially from those expressed or implied. Important factors that could make
difference to the Companys operations include changes in Government regulations, Tax
regimes, Economic developments within India and the countries in which the Company
conducts Business and other ancillary factors.
DIRECTORS RESPONSIBILITY STATEMENT
As required by Section 134 (3) (c) of the Companies Act, 2013, your Board of Directors
hereby state: a) in the preparation of the annual accounts for the financial year ended on
31st March, 2020, the applicable accounting standards had been followed along
with proper explanation relating to material departures; b) the directors had selected
such a ccounting policies a nd 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 at the end of the financial year and of the profit and loss of the company
for that period; c) the directors had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of this Act 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, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and f) the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
ACNOWLEDGEMENT
Your Directors would like to express their appreciation for the assistance and
co-operation received from the cooperative banks, Government Authorities, customers,
vendors and, members during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by the Companys
executives, Staff.
| Date: 29/08/2020 |
|
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| Place: New Delhi |
|
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For and on behalf of the Board of Directors |
|
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Legacy Mercantile Limited |
|
Sd/- |
Sd/- |
|
Saurav Rastogi |
Anil Kumar |
|
(Director) |
(Director) |
|
DIN:05217855 |
DIN: 07215699 |
+91-9892691696
