Mercury Trade Links Ltd Directors Report.

To

The Members,

MERCURY TRADE LINKS LIMITED

Your Directors take pleasure in presenting the 35th Annual Report on the business & operation of your Company together with Financial Statement for the year ended 31st March, 2020.

FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

(Rs. In Lacs)

PARTICULARS 2019-2020 2018-2019
Gross Income 21.09 7.45
Less: Expenditure 50.94 13.80
Profit/ (Loss) before Depreciation (29.85) (6.35)
Less: Depreciation 0.00 0.00
Net Profit / (Loss) before Tax and extra ordinary items (29.85) (6.35)
Less: Extra Ordinary Items 0.00 0.00
Net Profit / (Loss) before Tax (29.85) (6.35)
Less : Provision for Tax 0.00 0.00
Deferred Tax 0.00 0.00
Net Profit / (Loss) after Tax (29.85) (6.35)
Other Comprehensive Income (0.66) (0.59)
Balance of Profit/ (Loss) (30.52) (6.93)

OPERATIONS AND PERFORMANCE:

During the year Company has earned revenue of Rs 21.09 Lacs (Previous year Rs. 7.45 Lacs) and incurred a loss of Rs 30.52 (Previous year Loss Rs. 6.93 Lacs).

DIVIDEND

In view of the cash losses during the current year, Directors regret to recommend any dividend on Equity Shares for the year.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return for the Financial Year ended 31st March, 2020 made under the provisions of Section 92(3) of the Act is attached as Annexure -3 which form part of this Report and also uploaded on the website of the Company which can be accessed at www.mercurytradelinks.com.

TRANSFER TO RESERVES:

No amount is proposed to be transferred to reserves during the year under review

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the Financial Year 2019-2020.

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:

There are no material changes and commitments affecting the financial position of the Company which have occurred after March 31, 2020 till date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

ECONOMIC OUTLOOK

The Indian economy is likely to rebound in the second half of 2020 as the impact of the COVID-19 pandemic recedes, and is projected to grow by 6.7 per cent in the next financial year The severe negative impact is expected to result in a significant contraction in GDP in the April-June quarter of 2020, resulting in a recession in the 2020-21 financial years with GDP expected to contract by 6.3per cent year-on—year. However, as lockdown conditions have been progressively eased, early signs of recovery were evident in the most recent economic data.

The policies of the Narendra Modi Government to transform India through "MAKE IN INDIA" and "SKILLINDIA" initiatives will further yield results with the country transformation of emerging as the business hotspot and Foreign Investment destination.

OPPORTUNITIES, THREATS, RISKS AND CONCERNS

The growth of the Company is subject to opportunities and threats as are applicable to the company from time to time. The Company derives its income primarily from investments in financial instruments. The RBI was reduced the repo rate and therefore borrowing costs for banks go down, they pass on the benefits to consumers by reducing interest rates on loans. This has been done to limit the damage to the economy caused by the Covid-19 and subsequent lockdowns.

If such steps are taken by the RBI considering the likely downward inflation rate, it may impact companys profitability upward.

IMPACT OF COVID-19

To contain the spread of Covid-19, the Government of India, imposed nationwide lockdown from 24th March, 2020. Operations at the facility started in gradual manner after implementing necessary precautions as per various guidelines issued by the Government. The company ensured complete adherence to all safety guidelines to minimize the spread of this deadly Corona Virus. Since there is significant uncertainty with respect to complete opening up of the economy, it is difficult to ascertain the extent of impact of Covid-19 on performance of the Company in the year 2020-21.

SEGMENT WISE OR PRODUCT WISE PERFORMANCE

The Company does not carry on any manufacturing activity and therefore there are no reportable segments in the Companys operation. The surplus funds of the Company are invested in money market instruments which generates investment income.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

This ensures orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

EMPLOYEES/ HUMAN RESOURCES

During the year, relations with employees remained cordial.

Your Company has always believed that Human Resource is the most important resource and continues to work for its development. The functioning and activities were further aligned to Companys Business objectives. The Human Resource Development activities focused on multi-skill training, performance and improvement etc.

PRESENTATION OF FINANCIAL STATEMENTS

During the year under review, the Company recorded a loss of ? 29.85 Lacs before depreciation and tax as compared to loss of ? 6.35 Lacs in the previous year. After providing for depreciation, tax and other comprehensive income, the loss for the year under review was ? 30.52 Lacs as compared to loss of ? 6.93 Lacs for the previous year.

DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made there under. There were no unclaimed or unpaid deposits as on March 31, 2020.

AUDITORS AND THEIR REPORTS:

A. STATUTORY AUDITOR :

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), M/s. S.M.M.P & Associates, Chartered Accountant (Firm Registration No.120438W), be and are hereby re-appointed as the Statutory Auditors of the Company for a term of 5 (Five) consecutive years from the conclusion of this Annual General Meeting till the conclusion of the 40th Annual General Meeting, at such remuneration as shall be fixed by the Board of Directors of the Company.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors.

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 had appointed M/s Dhruti Satia & Co, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the Financial Year 2019-2020 as required under provision of sub-section 1 of section 204 of the Companies Act, 2013. The Company has annexed with its Boards Report, Secretarial Audit Report given by the Secretarial Auditor as Annexure 4.

INTERNAL AUDITOR:

During the financial year 2019-2020 and pursuant to section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act, M/ s Jhavar Ladha & Associates, Chartered accountants, were appointed as Internal Auditors of the Company for the Financial Year 2019-2020.

C. 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, 2020.

Your Director state that no disclosure or reporting is required in respect of the following items as there were no transaction/ 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 benefit of employees.

FACILITY OF DEMATERIALIZATION:

Your Company has obtained the ISIN INE319T01016 from both the depositories i.e. CDSL and NSDL to facilities its shareholder to dematerialize their physical shares in to Demat Mode.

BOARD & COMMITTEES:

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There is no change in the Board of Directors of the company except Mr. Gaurishankar Damani, an Independent Director of the Company whom sudden unexpected passing away and ceased to be director w.e.f. 11-11-2019. The Company places on record the valuable contribution and guidance provided by Late Mr. Gaurishankar Damani during his tenure as an Independent Director of the Company.

Considering the size and the situation caused due to COVID-19 pandemic on the operation of the Company, the Board of Directors were not able to get a suitable personal for the position of an Independent Director within the prescribed time mentioned under Sec 149 of the Companies Act, 2013 due to the financials of the company and least activities of the company. However, the Board is making their constant efforts to get a suitable person for the above position who is willingly to become the Independent Director of the Company and regular efforts are being made.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Pradeep Sarda, (DIN: 00021405), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Shri Krishna Kumar Moondra (DIN: 07140048), Independent Director of the Company is proposed to be re-appointed as an Independent Director of the Company at this Annual General Meeting for a second term of five consecutive years in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.

As per the requirement of Section 203 of the Companies Act, 2013 and on the recommendation of Nomination and Remuneration Committee, the board has appointed Ms. Prachi Vijayvargiya (ACS 56599), as a Company Secretary and Mr. Mahesh Toshniwal as a Manager of the Company with effect from 20th April, 2019 and Mr. Angad Singh, as a Chief Financial Officer with effect from 12th August, 2015 as a KMPs on its board of the Company.

None of the Director resigned from the directorship of the Company during the year.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, state that he/ she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013 and Regulations of SEBI (LODR) Regulations , 2015, 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 Audit Committee, Nomination & Remuneration Committee and other Committees . The performance evaluation of Independent Director was carried out by the entire Board excluding the Director being evaluated.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination & Remuneration Committee of the Company leads the process for Board appointments in accordance with the requirements of the Companies Act, 2013, the Regulations of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and other applicable regulations and guidelines. The Board has, on the recommendation of the Nomination & Remuneration committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration policy is available on the company website www.mercurytradelinks.com. There has been no change in the policy since the last year.

BOARD MEETINGS:

During the year Six meetings of the board of directors were held on the following dates i.e. 20th April, 2019, 18th May, 2019, 5th July 2019, 12th August, 2019, 14th November, 2019, 13th February, 2020. The gap between two meetings did not exceed 120 days. The gap between two Board Meetings did not exceed Four Months as mentioned in Regulation 17(2) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

The details of the meetings of the Board held and attended during the Financial Year 2019-2020 is as under:

Name of the Director Number of Board Meetings held Number of Board Meetings attended Attended last AGM
Mr. Pradeep Kumar Sarda 6 6 Yes
Mr. Gopal Ramkrishna Somani 6 5 Yes
Mr. Parag Sarda 6 6 Yes
Late Mr. Gaurishankar Radhakishan Damani* 6 4 Yes
Mr. Krishna Kumar Moondra 6 6 Yes
Mrs. Rita Somani 6 5 Yes

Ceased to be Director w.e.f. 11-11-2019 consequent to his demise.

DIRECTORSHIP AND COMMITTEE MEMBERSHIP IN OTHER COMPANIES:

None of the directors holds office as a director, including as alternate director, in more than twenty companies at the same time. None of them has directorships in more than ten public companies. For reckoning the limit of public companies, directorship of private companies that are either holding or subsidiary companies of a public company are included.

As per the declarations received, none of the directors serve as an independent director in more than seven listed companies and director in more than eight listed Companies.

None of the directors was a member in more than ten committees, nor a chairman in more than five committees across all companies, in which he was a director. For the purpose of considering the limit of the committees on which a director can serve, all public limited companies, whether listed or not, have been included and all other companies including private limited companies, foreign companies and companies under section 8 of the Companies Act, 2013 have been excluded.

INDEPENDENT DIRECTORS MEETING

As per Para V11 (1) of Schedule 1V to the Companies Act 2013,Independent Directors (IDs) are required to hold at least one meeting without the attendance of Non-independent directors and members of management. For the financial year 2019-20, the IDs of a company have not been able to hold such a meeting, the same shall not be viewed as a violation as per Ministry of Corporate Affairs Circular No. 11/2020 dated 24th March 2020.

AUDIT COMMITTEE

The Company has constituted a qualified Audit Committee as required under Section 177 of the Companies Act, 2013 read with regulation 18 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 with Stock Exchange.

The Committee comprised of Mr. Gaurishankar Radhakishan Damani, Chairman and Non Executive Independent Director, Mr. Krishna Kumar Moondra, Non Executive Independent Director, Mr. Pradeep Kumar Sarda, Non-Executive Director.

Mr. Gaurishankar Damani, an Independent Director and Chairman of the Audit Committee were ceased to be a Director w.e.f 11-11-2019 consequent to his Demise. The Company places on record the valuable contribution and guidance provided by Late Mr. Gaurishankar Damani during his tenure as an Independent Director of the Company.

Thereafter, the Members of the Audit Committee elected Shri Krishna Kumar Moondra as Chairman of the Audit Committee Meeting.

MEETINGS AND ATTENDANCE:

The Audit committee met Four (4) times during the Financial Year 2019-20 i.e.18th May, 2019, 12th August, 2019, 14th November, 2019, 13th February, 2020.The Necessary quorum was present for all Meetings. The Chairman of the Audit Committee was present at the Annual General Meeting of the company. The table below provided Attendance of the Audit Committee members.

SR NO. NAME OF THE DIRECTOR POSITION CATEGORY MEETINGS ATTENDED
1. Mr. Gaurishankar Radhakishan Damani Chairman Non-Executive Independent Director 2
2. Mr. Krishna Kumar Moondra Member & Chairman Non-Executive Independent Director 4
3. Mr. Pradeep Kumar Sarda Member Non- Executive Director 4

Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the Companys internal financial controls and financial reporting process. The Composition and quorum are in accordance with Section 177(8) of the Companies Act, 2013. All members of the Audit Committee possess financial/accounting expertise/exposure.

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, 2020.

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

The Company has constituted a Nomination and Remuneration Committee as required under Section 178 of the Companies Act, 2013 read with regulation 19 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

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 accessed on the Companys Website at www.mercurytradelinks.com.

MEETING AND ATTENDANCE:

The Nomination and Remuneration Committee met one time during the Financial Year 2019-2020. The Committee met on 10th April 2019. The necessary quorum was present for the Meeting. The Chairman of the Nomination and Remuneration Committee was present at the Annual General Meeting of the company. The table below provided Attendance of the NR Committee members.

SR NO. NAME OF THE DIRECTOR POSITION CATEGORY MEETINGS ATTENDED
1. Late Mr. Gaurishankar Radhakishan Damani* Chairman Non-Executive Independent Director 1
2. Mr. Krishna Kumar Moondra Member Non-Executive Independent Director 1
3. Mr. Gopal Krishna Somani Member Non- Executive Director 1

*Ceased to be a Director w.e.f 11-11-2019 consequent to his demise. STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted a qualified Stakeholder Relationship Committee as required under Section 178 of the Companies Act, 2013 and applicable rules thereto and as per Regulation 20 of SEBI (LODR), Regulations, 2015.

The Committee comprised of Mr. Pradeep Kumar Sarda, Chairman and Non Executive Director, Mr. Gaurishankar Radhakishan Damani, Non Executive Independent Director, Mr. Gopal Ramkrishna Somani, Non-Executive Director.

Mr. Gaurishankar Damani, an Independent Director and Member of the Committee were ceased to be a Director consequent to his Demise. The Company places on record the valuable contribution and guidance provided by Late Mr. Gaurishankar Damani during his tenure as an Independent Director of the Company.

MEETINGS AND ATTENDANCE:

The Stakeholder Relationship committee met one time during the Financial Year 2019-20. The Committee met on 13th February, 2020. The necessary quorum was present for the Meeting. The Chairman of the Committee was present at the Annual General Meeting of the company. The table below provided Attendance of the Committee members.

SR NO. NAME OF THE DIRECTOR POSITION CATEGORY MEETINGS ATTENDED
1. Mr. Pradeep Kumar Sarda Chairman Non-Executive Director 1
2. Mr. Gopal Somani Member Non- Executive Director 1
3. Mr.Gaurishankar Radhakishan Damani * Member Non-Executive Independent Director -

*Ceased to be a Director w.e.f 11-11-2019 consequent to his demise.

PERSONNEL

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details are as under:

S. No Particulars of Remuneration

Name of the Directors

Total Amount
1 Independent Directors Late Gaurishankar Damani Krishna Kumar Moondra
(a) Fee for attending board committee meetings 3000 4500 7500
(b) Commission 0 0 0
(c ) Others, please specify 0 0 0
Total (1) 3500 4500 7500

 

2 Other Non Executive Directors Pradeep Kumar Sarda Parag Sarda Gopal Somani Rita Somani
(a) Fee for attending board committee meetings 4500 4500 3750 3750 16500
(b) Commission 0 0 0 0 0
(c)Others please specify. 0 0 0 0 0
Total (2) 4500 4500 3750 3750 16500
Total (B)=(1+2)
Total Managerial Remuneration 24000

SPECIAL RESOLUTION PASSED THROUGH POSTAL BALLOT:

During the year, the Company has not passed any Resolution through Postal Ballot. SHAREHOLDING OF DIRECTORS

Information on shares held by directors in the Company as on 31st March 2020 is provided in the annexure to the Directors Report in Form MGT-9 (Annexure 3).

POLICIES AND GOVERNANCE CORPORATE GOVERNANCE

The reporting relating to Corporate Governance is not mandatory for your Company as per 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 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015. 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, 2020. 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 Companys Website at www.mercurytradelinks.com.

RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditor. The Risk Management Policy of the Company is available on Companys website at www.mercurytradelinks.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Considering the lower turnover, net worth and net profit 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 2019-20.

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS / INFORMATION:

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015, every listed entity shall frame a policy for determination of materiality based on criteria specified in Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 duly approved by its board of directors. Accordingly your Company has adopted the same and made available on Companys website at www.mercurytradelinks.com.

DOCUMENT RETENTION AND ARCHIVAL POLICY:

Pursuant to Regulation 9 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015, every listed entity shall have a policy for preservation of documents, duly approved by its board of directors. Accordingly your Company has adopted the same.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015.The Insider Trading Policy lays down the guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is available on our website www.mercurytradelinks.com.

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

All Related Party Transactions (RPTs) which were entered into during the financial year were on an arms length basis and were in the ordinary course of business and did not attract provisions of sec tion 188 of the Companies Act, 2013 and were also not material RPTs under regulation 23 of the SEBI Listing Regulations, 2015. During the year 2019-20, as required under section 177 of the Companies Act, 2013 and regulation 23 of the SEBI Listing Regulations, 2015, all RPTs were placed before the Audit Committee for approval.

There were no transactions entered into with related parties, during the period under review, which may have had any potential conflict with the interests of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

SUBSIDIARY COMPANY:

As on March 31, 2020, the Company does not have any subsidiary.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

However the Company has not made/ given loans, guarantees or provided securities to other bodies corporate or persons falling under the provisions of section 186 of the Act during the year 2019-20.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

Your Company is committed to provide a safe & conducive work environment to its employees and has formulated Policy for Prevention of Sexual Harassment to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. During the year under review, no case of sexual harassment was reported.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(3) (c) of the Companies Act, 2013 with respect to the Directors Responsibility Statement, it is hereby confirmed:

i) That in preparation of Annual Accounts for the Year ended 31st March, 2020, 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 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.

INDIAN ACCOUNTING STANDARDS

Our company has adopted Indian Accounting Standard (Ind AS) notified by MCA and the relevant provision of the Companies Act, 2013 and the general circulars issued by the Ministry of Corporate Affairs from time to time. The significant accounting policies which are consistently applied have been set out in the notes to the Financial Statements.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given on 10 April 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July 2015. The Company is in compliance with the same.

DETAILS OF NON COMPLIANCE/ PENALTIES/ STRICTURES IMPOSED ON THE COMPANY BY THE STATUTORY AUTHORITIES:

Company has paid penalty of Rs. 5900/ -to BSE for non-compliance of Regulation 6(1) of SEBI (LODR) Regulation, 2015 for late appointment of Company Secretary as a Compliance Officer of the Company during the year 2019-2020.

COMPLIANCE OF MANDATORY AND DISCRETIONARY REQUIREMENTS:

Mandatory

The Company has fully complied with the mandatory requirement of the SEBI Listing Regulations, 2015. Discretionary

The Company has also complied with the discretionary requirements as under:

a) The Board

The Non-executive Chairman and other directors of the company have not been paid / reimbursed any expenses incurred by them in performance of their duties including attending board meetings.

b) Modified opinion(s) in audit report

The Company confirms that its financial statements are with unmodified audit opinion.

c) Separate posts of Chairman and CEO

The Company has not been able to avail the services of CEO due to small operation of the company which does not attract any eligible personnel. Accordingly company was not in a position to employ such person for the companys operation.

d) Reporting of Internal Auditor

The Internal Auditor reports directly submitted to the Audit Committee.

CEO /CFO CERTIFICATION

The CFO has issued certificate pursuant to regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations, 2015. Certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Companys affairs. The said certificate is annexed as ANNEXURE - 1 and forms part of the Annual Report.

MEANS OF COMMUNICATION:

The quarterly and annual financial results are sent to the Stock Exchanges immediately after they are approved and taken on record by the Board of Directors. These financial results are published in leading dailies such as Business Standard (English), having all India coverage and Mumbai Mitra (Marathi), local newspaper and are also made available on the website of the Company, www.mercurytradelinks.com and on BSE website (www.bseindia.com Scrip Code: 512415). The Company displays official news releases as and when situation arises. Email id: share@sardagroup.com Annual Reports are dispatched to all the shareholders.

REVIEW OF LEGAL COMPLIANCE REPORTS

CODE OF CONDUCT:

Regulation 17(5) of the SEBI Listing Regulations, 2015 requires listed companies to lay down a Code of Conduct for directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013.

As required under clause 49 of the erstwhile Listing Agreement (now corresponding to regulation 17(5) of the SEBI Listing Regulations, 2015), the Board at its meeting, adopted a Code of Conduct for all Directors and Senior Management of the Company and the same has been placed on the Companys website www.mercurytradelinks.com

All Directors and Senior Management personnel have affirmed compliance with the code for 2019-2020.

A declaration to this effect signed by the CFO is given in this Annual Report as an ANNEXURE - 2.

MAXIMUM TENURE OF INDEPENDENT DIRECTORS

The maximum tenure of independent directors is in accordance with the Companies Act, 2013 and regulation 25(2) of the SEBI Listing Regulations, 2015.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, and that of its Committees and individual directors. Manner in which such formal annual evaluation was made by the Board is given below:

a) Based on the said criteria, rating sheets were filled by each of the directors towards the end of the year with regard to evaluation of performance of the Board, its Committees and Directors (except for the director being evaluated) for the year under review.

b) A consolidated summary of the ratings given by each of the directors was then prepared, based on which a report of performance evaluation was prepared by the Chairman in respect of the performance of the Board, its Committees and Directors during the year under review.

c) The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and Board at their meetings.

d) As per the report of performance evaluation, the Board shall determine, inter alia, whether to continue the term of appointment of the independent director. During the year under review, there was occasion to decide on the continuance of the term of appointment of the independent directors and hence the question of taking a decision on their re-appointment has arisen and decides to re-appoint the independent directors for second term. The Directors expressed their satisfaction with the evaluation process.

STATUTORY DISCLOUSURE

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are placed on the Companys website www.mercurytradelinks.com. A physical copy of the same will be made available to any shareholder on request.

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be made available to any shareholder on request, as per provisions of section 136(1) of the said Act.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associates and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Companys bankers, financial institutions, Regulatory Authorities, Stock Exchanges and shareholders at large and look forward to the same in greater measure in the coming years.

Your Directors also wish to place on record their appreciation of the devoted services of the companys employee, which have in great way contributed to the Companys progress.

By Order of the Board of Directors
Sd/-
Place: Mumbai PRADEEP KUMAR SARDA
Date: 31st August, 2020 CHAIRMAN
(DIN: 00021405)