Legacy Mercantile Ltd Directors Report.

For the Financial Year ended on 31st March, 2017

To

The Members,

LEGACY MERCANTILE LIMITED

Your Directors have great pleasure in presenting the 06th Annual Report together with the Audited Balance Sheet as at 31st March, 2017 and Profit & Loss Account for the year ended on that date.

1. 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, 2017 For the Financial year ended as on 31st March, 2016
Amount (in Rs.) Amount (in Rs.)
Income 33,834,146.00 51,332,490.00
Less: Expenditure 33,411,588.00 50,253,736.00
Profit/(Loss) before taxation 422,558.00 1,078,754.00
Less: Income Tax 1,30,570.00 3,88,473.00
Net profit/ (Loss) after taxation 2,91,988.00 6,90,281.00

RESERVES AND SURPLUS

Profit of Rs. 2,91,988/- as net profit after taxation is being transferred to the reserve and surplus.

DIVIDEND

The Directors have not recommended any dividend for the financial year 2016-17 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

At the 4th Annual General Meeting held on September 30, 2015, Gyanesh Gupta & Co., Chartered Accountants (FRN 024354N), were appointed as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of 8th 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, 2017 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, 2017, provision of section 129 of the Companies Act, 2013 is not applicable.

CHANGE OF REGISTERED OFFICE

During the year, the company has no changed its registered Office.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are not applicable to the Company. Therefore, the information relating to conservation of energy or technology absorption etc. is not given. There has been no foreign exchange earnings and outgo during the year under Report.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared.

POSTAL BALLOT

During the year under review, one Postal Ballot has been conducted to obtain the approval of Shareholders for Voluntary Exit of Securities (Equity shares) from the Institutional Trading Platform of BSE Limited.

Resolution has been passed by the Shareholders Requisite majority and Results of Postal Ballot Declared by the Company on April 20, 2017 and same has been intimated to Stock Exchange.

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.

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, 2017, the applicable accounting standards had been followed along with 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 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.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on 14.11.2016, 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 2016 -17 had familiarize 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 THE KEY MANAGERIAL PERSONNEL

During the Year under Review, Mr. Saurabh Sharma, Whole Time Director of the company has been resigned from the Directorship of the company with effect from 22.09.2016 and Mr. Anup Kumar Pandey has been resigned from the post of Company Secretary w.e.f 01.03.2017.

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.

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:

Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended
27.05.2016 4 4
02.08.2016 4 4
22.09.2016 4 4
14.11.2016 3 3
28.02.2017 3 3
01.03.2017 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

c) 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, 2017, the composition of Audit Committee has been as under:

Name of Director Designation Category No. of Meeting Attended
Mr. Saurabh Sharma * Member Executive Director 2
Ms. Shikha Garg Member Non Executive and Independent Director 4
Mr. Saurabh Rastogi Member Non Executive and Non-Independent Director 2
Mr. Anil Kumar Chairman Non Executive and Independent Director 4

During the financial year 2016-17, Four (4) meeting of Audit Committee was held on 27.05.2016, 02.08.2016, 14.11.2016 and 28.02.2017

* During the year under Review, Mr. Saurabh Sharma Whole Time Director of the company has resigned from Directorship w.e.f. 22.09.2016 and Mr. Saurabh Rastogi has been appointed as the Member of Audit Committee

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, there placement 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 clause (2AA) of Section 217 of the Companies Act, 1956;

(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.

d) Nomination & Remuneration Committee & Its Policy

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013.

COMPOSITION AND ATTENDANCE AT MEETINGS:

During the year ended on 31st March, 2017, the composition of Nomination and Remuneration Committee has been as under:

Name of Director Designation Category No. of Meeting Attended
Ms. Shikha Garg Member Non Executive and Independent Director 4
Mr. Saurabh Rastogi Member Non Executive and Non-Independent Director 4
Mr. Anil Kumar Chairman Non Executive and Independent Director 4

During the financial year 2016-17, Four (4) meeting of Audit Committee was held on 27.05.2016, 02.08.2016, 14.11.2016 and 28.02.2017.

TERMS OF REFERENCE:

The terms of reference of Nomination and 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 three Directors. Ms. Shikha Garg is the Chairman of the committee. The status on various complaints received / replied is reported to the Board of Directors as an Agenda item. During the year under review, the Composition of the Stakeholder Relationship Committee has been as under:

Name of Director Designation Category No. of Meeting Attended
Ms. Shikha Garg Chairman Non Executive and Independent Director 4
Mr. Saurabh Rastogi Member Non Executive and Non-Independent Director 4
Mr. Anil Kumar Member Non Executive and Independent Director 4

During the financial year 2016-17, Four (4) meeting of Audit Committee was held on 27.05.2016, 02.08.2016, 14.11.2016 and 28.02.2017

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.

e) 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 WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Name of Director/KMP and Designation Remuneration of Director/ KMP for FY 2016-17 (Rs. In Lakhs) % increase in Remuneration in FY 2016-17** Ratio of Remuneration of Director to Median Remuneration of employees Ratio of Remuneration of Director to Median Remuneration of Employees
Mr. Saurabh Sharma, Whole Time Director 1.8 Lakh N.A. N.A. N.A.
Mr. Anup Kumar Pandey Company Secretary 1.1 Lakh NA N.A. N.A.

The number of permanent employees as on 31st March 2017 was 2.

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 MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2017 - 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.

SECRETARIAL AUDIT REPORT

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 Ms. Shalu Singhal, Proprietor of Shalu 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 II.

With reference to the qualifications, we wish to explain that the company is looking for the suitable candidate for the post of Company Secretary and Chief Financial Officer. As far as concerned with late intimations and late filing that will be taken care in the future. With reference to late intimation to Stock Exchange, The Company assures that this will not happen in future and we will send timely intimation to the exchange. With reference to the updating of website, this is to inform you that website of the company has been updated pursuant to the Regulation 46 under SEBI LODR Regulations 2015.

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 in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a. No. of Complaints received: 0

b. No. of Complaints disposed off: 0

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, 2017 made under the provisions of Section 92 (3) of the Act in Form MGT - 9 is annexed herewith.

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.

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: 31.08.2017 Place: New Delhi

For and on behalf of the Board of Directors
Legacy Mercantile Limited
Sd/- Sd/-
Saurav Rastogi Anil Kumar
(Director) (Director)
DIN NO: 05217855 DIN NO: 07215699