Directors Report of Mercury Trade Links Ltd.

Mar 31, 2024

Your directors take pleasure in presenting the 39^th Annual Report on the business & operation of your Company together with Financial Statement for the year ended 31^st March, 2024

FINANCIAL PERFORMANCE (Rs. In Lakhs)

PARTICULARS	Current Year 2023-24	Previous Year 2022-2023
Gross Income	1383.04	47.76
Less: Expenditure	1241.16	46.38
Profit/(Loss) before Depreciation	141.89	1.38
Less: Depreciation	1.55	0.71
Net Profit /(Loss) before Tax and extra ordinary items	140.34	0.67
Less: Extra Ordinary Items	0	0
Net Profit (Loss) before Tax	140.36	0.67
Less: Provisions of Tax	26.57	0
Deferred Tax	0.02	0.04
Income Tax for Earlier years	0	0
Net Profit /(Loss) after tax	113.75	0.63
Other Comprehensive Income	0	0
Balance of Profit/(Loss)	113.75	0.63

OPERATIONS AND PERFORMANCE

During the year Company has total revenue of Rs. 1383.04 Lakhs (Previous year Rs. 47.76 Lakhs) and Profit of Rs 113.75 Lakhs (Previous year Profit of Rs. 0.63 Lakhs)

DIVIDEND

With a view to conserve resource for the company’s business activities, loss and requirement of the working capital, Director’s regret to recommend any dividend on Equity Shares for the year.

TRANSFER TO RESERVES

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

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, 2024 till date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Company is engaged in the Commercial Agriculture to deal in trading, export, import such agricultural products.

India is known as “Land of Villages”. Near about 67% of India’s population live in villages. The occupation of villagers is agriculture. Agriculture is the dominant sector of our economy & contributes in various ways.

OPPORTUNITIES, THREATS, RISKS AND CONCERNS

The improvement in the global economic situation coupled with protection given by Indian Government provides opportunity for growth and it is set to grow in Expected line Outlook. The company expects the pressure on Quality Customer to continue due to competition

SEGMENT WISE OR PRODUCT WISE PERFORMANCE

The Company operates in single segment

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

There are no significant 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 Company’s 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.

PRESENTATION OF FINANCIAL STATEMENTS

The financial performance of the Company for the year 2023-2024 is described in the Directors'' Report under the head Financial Performance of the Company''

DEPOSIT

The Company has not accepted any deposits to which provisions of Section 73 and 76 of the Companies Act, 2013 and Rules made there under. There were no unclaimed or unpaid deposits as on 31^st March, 2024

AUDITORS AND THEIR REPORTS:

A. STATUTORY AUDITOR:

In 38^th AGM, M/s. VS S B & Associates from the conclusion of 38th Annual General Meeting until the conclusion of the 43^rd Annual General Meeting (AGM) of the company to be held in the year 2028

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 DHARTI PATEL & ASSOCIATES, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the Financial Year 2023-2024 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, Secretarial Audit Report given by the Secretarial Auditor as “Annexure 4”.

SHARE CAPITAL

During the year under review, your Company has allotted New Shares through Right Issue Dated 28^th March,2024 amounting to ? 24,75,000 divided into 2,47,500 Equity Shares of face value of ? 10 each.

The Authorized Share Capital of the Company is Rs. 12,25,00,000/- comprising of 1,22,50,000 equity share of Rs.10/- each and the issued, subscribed and paid-up Share Capital of the Company is Rs. 2,72,25,000/- comprising of 27,22,500 equity share of Rs.10/- each fully paid up as at 31^st March, 2024.

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:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr AASHRAY P LAKHANI (DIN 10367223) Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

S.N.	Name of Director/KMP	Designation	Date of appointment/Change in Designation / Resignation	Remarks (if any)
1.	Mr.Ajaykumar Jagdishbhai Parmar	MD and CFO	24-04-2023	Appointment
2.	Hemanshi Pathak	CFO	24-04-2023	Resignation
3.	CS Harshil Shah	Company Secretary	28-04-2023	Resignation
4.	CS Ayushi Shah	Company Secretary	22-06-2023	Appointment
5.	Mr. Naishal Jatinkumar Talati	Independent Director	25-07-2023	Resignation
6.	Mr. Kalpesh Kumar Vishnu prasad Vyas	Independent Director	25-07-2023	Resignation
7.	Mr. Viren Rajeshkumar Makwana	Non-Executive Independent Director	25-07-2023	Appointment
8.	Ms. Priyanka K Gola	Non-Executive Independent Director	25-07-2023	Appointment
9.	Jatin makani	Non-Executive Director	10-08-2023	Resignation
10	. Mr. Kanaiyalal Hiralal Modi	CEO	10-08-2023	Resignation
11	Divya Bairwa	Executive Director cum CFO	22-08-2023	Appointment
12	Mr. Ajaykumar Jagdish Bhai Parmar	CFO	26-08-2023	Resignation
13	Ms. Payal Ronak Shah	Independent Director	22-09-2023	Resignation
14	. Mr. Aashray P Lakhani	Managing Director	25-10-2023	Appointment
15	. Mr. Ajaykumar Jagdishbhai Parmar	Managing Director	25-10-2023	Resignation
16	Ms. Sweta Rasikbhai Panchal	Independent Director	02-11-2023	Appointment
17	Chaprajbhai Vikrambhai Algotar	Executive Director	08-02-2024	Appointment

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 SEB] (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 DIRECTOR’S 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.co.in. There has been no change in the policy since the last year.

BOARD MEETINGS

During the year Sixteen (23) meetings of the board of directors were held on the following date’s i. e. 24-04-2023, 28-04-2023, 29-05-2023, 22-06-2023, 25-07-2023, 26-07-2023, 10-08-2023, 22-082023, 26-08-2023, 31-08-2023, 22-09-2023, 13-10-2023, 25-10-2023, 30-10-2023, 02-11-2023, 1011-2023, 28-11-2023, 11-01-2024, 08-02-2024, 26-02-2024, 29-02-2024,01-03-2024,28-03-2024

The Company has adhered to the timeline of gap required to be maintained between each of the Board meetings as prescribed under the Companies Act, 2013.

DIRECTORSHIP AND COMMITTEE MEMBERSHIP TN 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 VII (1) of Schedule IV 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. During the FY 2023-24 Independent Directors duly met during the year under review

AUDIT COMMITTEE

The Company has constituted an 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.

As on the end of Financial Year 2023-24 Audit Committee comprises of three Directors as under:

The Committee comprised of, Ms. Priyanka K Gola Chairman and Member and Mr. Aashray Lakhani Member of the Committee, Ms.Sweta Rasikbhai Panchal Member of the Committee.

During the year under review, the 5 Audit Committee was held during Financial Year 2023-2024.

The dates on which the said meetings were held are 29-05-2023,26-07-2023, 30-10-2023,

10-11-2023, 11-01-2024.

Minutes of meetings of the Audit Committee are circulated to members of the Committee and the Board is kept apprised.

Members of the Audit Committee have requisite financial and management expertise.

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(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 31^st March, 2024.

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 Company’s Website at www.mercurytradelinks.co.in.

MEETING AND ATTENDANCE:

As on the end of Financial Year 2023-24 Nomination and Remuneration Committee comprises of three Directors as under:

The Committee comprised of, Ms. Priyanka K Gola Chairman and Member and Ms. Sweta Rasikbhai Panchal Member of the Committee, Mr Viren Makwana Member of the Committee.

The Nomination and Remuneration Committee met Ten times during the Financial Year 2023-24.

The dates on which the said meetings were held are 24-04-2023, 22-06-2023, 25-07-2023, 10-082023, 22-08-2023, 26-08-2023, 22-09-2023, 25-10-2023, 02-11-2023, 08-02-2024.

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, Ms Priyanka K Gola Chairman and Member and Ms. Sweta Rasikbhai Panchal Member of the Committee, Mr. Aashray Lakhani Member of the Committee.

MEETINGS AND ATTENDANCE

The Stakeholder Relationship committee met one time during the Financial Year 2023-24. The Committee met on 29-02-2024. The necessary quorum was present for the Meeting.

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, 2024. 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.co.in.

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 Company’s 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 Company’s website at www.mercurytradelinks.co.in.

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 2023-24.

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 Company’s website at www.mercurvtradelinks.co.in

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. Policy is available on the website of the Company i.e., www.mercurytradelinks.co.in.

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.co.in

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 arm’s length basis and were in the ordinary course of business and did not attract provisions of section 188 of the Companies Act, 2013 and were also not material RPTs under regulation 23 of the SEBI Listing Regulations, 2015. During the year 2023-24 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, 2024, 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 2023-24.

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. Policy is available on the website of the Company i.e., www.mercurytradelinks.co.in.

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 31^st March, 2024, 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 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 was 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:

The Company has complied with the requirements of the Stock Exchanges, Securities and Exchange Board of India and other statutory authorities on all matters relating to capital markets during the last three years and no penalties or strictures have been imposed on the Company by any Stock Exchange, Securities and Exchange Board of India or other statutory authorities.

COMPLIANCE OF MANDATORY AND DISCRETIONARY REQUIREMENTS:

Mandatory

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

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. and are also made available on the website of the Company, ‘www.mercurytradelinks.co.in’ and on BSE website (www.bseindia.com Scrip Code: 512415). The Company displays official news releases as and when situation arises. Email id: [email protected] Annual Reports are dispatched to all the shareholders.

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 Section 178 of the Companies Act, 2013 and as per Regulation 17 of Securities Exchange Board of India (Listing obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of working of committees of Board of Directors.

Independent Directors, being evaluated by entire board except of Director being evaluated, on meeting their obligations connected with their independence criteria as well as adherence with the requirements of professional conduct, roles, functions and duties specifically applicable to Independent Directors as contained in Schedule IV to the Companies Act, 2013.

Chairman and other Non-Independent Directors were being evaluated by Independent Director, who also reviewed the performance of secretarial department. Performance evaluation of the Committees and that of its members in effectively discharging their duties, were also being carried out by board.

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 Company’s website www.mercurytradelinks.co.in. 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 cooperation and support received from the Registrar of Companies,Ahmedabad Ministry of Company Affairs, Company’s 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 company’s employee, which have in great way contributed to the Company’s progress.

For and on behalf of Mercury Trade Links Limited

Sd/-

AASHRAY P LAKHANI Managing Director DIN: 10367223

Place: Ahmedabad, Gujarat Date: 3^rd September,2024

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Mar 31, 2014

The Members,

MERCURY TRADELINKS LIMITED

The Directors are presenting the 29th Annual Report on''the business & operation of your Company together with the Audited Accounts for the year ended 31st March, 2014

1. FINANCIAL RESULTS YEAR ENDED YEAR ENDED 31/03/2014 31/03/2013 (Rs. In Lacs) ( Rs. In Lacs)

Gross Income 33.23 29.59

Less: Expenditure 25.27 31.03 ''

Profit//Loss) before Depreciation 7.96 (1-44)

Less: Depreciation (0.02) (0.02)

Net Profit /(Loss) before Tax and extra ordinary items 7.94 (1-46)

Less: Extra Ordinary Items 0.00 0.00

Net Profit / (Loss) before Tax 7.94 (1-46)

Less : Provision for Tax 1.50 0.00

Deferred Tax 0.00 0.00

Net Profit / (Loss) after Tax 6.44 (1-46)

Less: Income Tax Earlier years 0.00 0.17

Balance of Profit/(Loss) 6.44 (1-63)

Add : Profit Brought Forward 31.35 32.98

Balance of Profit carried to Balance Sheet 37.79 31.35

2 DIVIDEND

In view of the accumulated losses, your Directors are unable to recommend any dividend on Equity Shares for the year.

3. OPERATIONS

During the year Company has earned a revenue of Rs. 33.23 lacs (Previous year Rs.

29.59 Lacs) and earned a profit of Rs. 6.44 lacs .(previous year loss Rs. 1.63 lacs).

4. DIRECTORS

Mr. Parag Sarda director retire by rotation at the forthcoming Annual General Meeting of the company and being eligible offers himself for re-appointment.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors proposes to appoint Mr. Gaurishankar Radhakishan Damani (DIN: 01068916), is proposed to be appointed by the Board of Directors as an Independent Director of the Company at the Annual General Meeting of the Company and a notice has been received from a Member proposing the candidature of Mr. Gaurishankar Radhakishan Damani for appointment as an Independent Director of the Company.

The brief resumes and other details relating to the Directors who are proposed to be re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, from part of the Report on Corporate Governance.

5. FIXED DEPOSIT

The Company has not accepted any deposits from the public during the year.

6. AUDITORS

M/s. Vinay Doshi & Co. (Reg. No. 115247W), Chartered Accountants statutory auditors of the Company hold office till the conclusion of the forthcoming Annual General Meting and are eligible for re-appointment. Pursuant to the provisions of Section 139 of The Companies Act, 2013 and the Rules framed thereunder, it is proposed to re-appoint M/s. Vinay Doshi & Co. as Statutory Auditors of the company from conclusion of the forthcoming annual General Meeting till the conclusion of Thirty Second Annual General Meeting.

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956 With respect to Director''s Responsibility Statement, it is hereby confirmed;

That in the preparation of annual accounts the applicable mandatory standards have been followed along with proper explanations relating to material departures if any; 6

n. That the Directors had selected such accounting policies and applied them consistently m the Financial Statement and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 st March 2014 and of the Profit of the company for the year ended on that date.

7. Directors Responsibility Statement

Pusuant to the requirement uder Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsiblity statement it is hereby confirmed.

I. that in the preparation of annyal accounts the applicable mandatory stadards have been followed along with proper explanations realtin to amterial departures if any,

II. That the Directors had selected such accounting poicies and applied consistently iun the Financial statement and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2014 and of the comapny for the year ended on that date.

III. the directors had taken proper and suffaicient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the coampny and for preventing and detecting fraud and other irreulaitites.

IV. The Directors had prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

8. Statement Pursuant to Listing Requirements

The Equity shares of the coampny are listed with the Bombay stock Exhange ltd and Company had paid the Annual Listing Fees for the Financial year 2014 2015

9. Code of Conduct

the Company has laid down a code of conduct for all Board Members and senior management of the Comapny all the Board Members and seniro management have affirmed Companiance with the code of conduct the code of conduct has been posted on website of the Company i.e. www. mercurytradelinks.com

10.Secretarial Compliance Certificat

You Directors attached here with a copy of the compliance certifiacte dated 30th may 2014 issued by a practicing company secretary for the year ended 31st March 2014 pursuant to 383A a of the Companies Act 1956,

11 DISCLOSURE UNDER SECTION 217(2A)

Particulars of employees within the meaning of Section 217 (2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended have not been furnished as there was no''-employee in the aforesaid category.

12 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company is not engaged in any manufacturing activities, hence provisions of section 217( l)(e) of the Companies Act, 1956 read with the Companies Rules, 1988 are not applicable to the Company. Further there was neither inflow nor outflow of foreign exchange during the year

12 ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the continued support and valuable co-operation received from the Company''s Bankers, Institutions, Customers, Suppliers and Shareholders.

2 our Directors also wish to place on record their appreciation of the devoted services ot the company''s employee, which have in great way contributed to the Company''s progress.

For and on behalf of Board Place : Mumbai PRADEEP KUMAR SARDA Date : 12tn August. 2014 CHAIRMAN DIN 00021405

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Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS YEAR ENDED YEAR ENDED 31/03/2013 31/03/2012 Rupees Rupees

Gross Income 29,59,218 22,09,755

Less: Expenditure 31,05,643 22,09,084

Profit/(Loss) before Tax (1,46,425) 671

Less : Provision for Taxation

Current Tax 0 0

Deferred Taxation (63) (133)

Profit/(Loss) after Tax (1,46,362) 804

Less:- Income Tax for earlier years 17,000 0

Balance Profit/(loss) (1,63,362) 804

Balance profit brought forward from previous year 32,97,993 32,97,189

Surplus carried to Balance Sheet 31,34,631 32,97,993

2. PERFORMANCE

The performance of the Company remained subdue, due to high volatility in the Capital Market and therefore Company could not earn more income on its investments. and has incurred a Loss of Rs. 1,46,362/- (Previous year Net Profit of Rs.804/-). The outlook for coming year looks normal and your Directors are hopeful of achieving better results in future.

3. DIVIDEND

In view of the losses during the year and in order to conserve the financial resources, the Directors regret their inability to recommend any dividend for the year ended 31st March, 2013.

4. BOARD OF DIRECTORS

In terms of the Articles of Association of the Company and as per the provisions of the Companies Act, 1956 Shri Pradeep Kumar Sarda, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility statement, it is hereby confirmed:

(i) That in the preparation of Annual Accounts for the financial year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures if any;

(ii) That the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and the Loss of the Company for the year under review.

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities..

(vi) That the Directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

6. AUDITORS

Members are requested to appoint auditors of the company for the current financial year.

M/s. Vinay Doshi & Co., Chartered Accountants, present Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a Certificate from them certifying that their appointment, if made would be within the limits specified under Section 224 (1 -B) of the Companies Act, 1956.

7. AUDITORS REPORT

Observations made in the Auditors'' Report are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

8. FIXED DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58 A of the Companies Act, 1956 and rules made there under during the year.

9. LISTING FEES

The Listing Fees for the year 2013-2014, has been paid to the Bombay Stock Exchange Limited, where the Company''s Shares are listed.

10. PARTICULARS OF EMPLOYEES

Information required to be given under Section 217 (2A) of the Companies Act, 1956 with The Companies (Particulars of Employees) Rules 1975 are not applicable to the Company, as the Company has not employed any employee whose salary exceeds the limits as laid down in the said section.

11. INFORMATION ON ENERGY CONSERVATION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information''s required to be given under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 the particulars in respect of conservation of energy, technology absorption are not applicable to the company because company has no activities relating to conservation of Energy and Technology Absorption. During the year Company has neither earned any Foreign Exchange nor there was outgo for the same.

12. SECRETARIAL COMPLIANCE REPORT

Your Directors attach herewith a copy of the Compliance Certificate issued by a Practicing Company Secretary for the year ended 31st March, 2013 pursuant to Section 383A(1) of the Companies Act, 1956.

13. ACKNOWLEDGEMENTS

Your Directors wish to thank Company''s Clients, Bankers, Auditors and Investors for their continued support during the year. Your Directors place on record their appreciation of the contribution made by employees at all levels and looks forward to their continued support. FOR AND ON BEHALF OF THE BOARD

Place : Mumbai PRADEEP KUMAR SARDA

Date : 24th May, 2013 CHAIRMAN

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS YEAR ENDED YEAR ENDED 31/03/2012 31/03/2011 Rupees Rupees

Gross Income 22,09,755 26,56,537

Less: Expenditure 22,09,084 27,95,152

Profit/(Loss) before Tax 671 (1,38,616)

Less : Provision for Taxation

Current Tax 0 0

Deferred Taxation (133) (169)

Profit/(Loss) after Tax 804 (1,38,447)

Balance profit brought forward from previous year 32,97,189 34,35,636

Surplus carried to Balance Sheet 32,97,993 32,97,189

2. PERFORMANCE

The performance of the Company remained subdue, due to high volatility in the Capital Market and therefore Company could earn a very less income on its investments.

During the year Company has earned a net Profit of Rs.804/- (Previous year Net Loss of Rs. 1,38,447/-). The outlook for coming year looks normal and your Directors are hopeful of achieving better results in future.

3. DIVIDEND

In order to conserve the financial resources, the Directors regret their inability to recommend any dividend for the year ended 31st March, 2012.

4. BOARD OF DIRECTORS

In terms of the Articles of Association of the Company and as per the provisions of the Companies Act, 1956 Shri Gopal Somani, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility statement, it is hereby confirmed:

(i) That in the preparation of Annual Accounts for the financial year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures if any;

(ii) That the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and the Profit of the Company for the year under review.

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities..

(vi) That the Directors had prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

6. AUDITORS

Members are requested to appoint auditors of the company for the current financial year.

M/s. Vinay Doshi & Co., Chartered Accountants, present Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a Certificate from them certifying that their appointment, if made would be within the limits specified under Section 224 (1-B) of the Companies Act, 1956.

7. AUDITORS REPORT

Observations made in the Auditors' Report are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

8. FIXED DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and rules made there under during the year.

9. LISTING FEES

The Listing Fees for the year 2012-2013, has been paid to the Bombay Stock Exchange Limited, where the Company's Shares are listed.

10. PARTICULARS OF EMPLOYEES

Information required to be given under Section 217 (2 A) of the Companies Act, 1956 with The Companies (Particulars of Employees) Rules 1975 are not applicable to the Company, as the Company has not employed any employee whose salary exceeds the limits as laid down in the said section.

11. INFORMATION ON ENERGY CONSERVATION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information's required to be given under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 the particulars in respect of conservation of energy, technology absorption are not applicable to the company because company has no activities relating to conservation of Energy and Technology Absorption. During the year Company has neither earned any Foreign Exchange nor there was outgo for the same.

12. SECRETARIAL COMPLIANCE REPORT

Your Directors attach herewith a copy of the Compliance Certificate issued by a Practicing Company Secretary for the year ended 31st March, 2012 pursuant to Section 383A(1) of the Companies Act, 1956.

13. ACKNOWLEDGEMENTS

Your Directors wish to thank Company's Clients, Bankers, Auditors and Investors for their continued support during the year. Your Directors place on record their appreciation of the contribution made by employees at all levels and looks forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

Place : Mumbai PRADEEP KUMAR SARDA

Date : 30th May, 2012 CHAIRMAN

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Mar 31, 2011

DIRECTORS REPORT TO THE MEMBERS

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2011.

1. FINANCIAL RESULTS YEAR ENDED YEAR ENDED 31/03/2011 31/03/2010 Rupees Rupees

Gross Income 46,44,285 3,64,156

Less: Expenditure 47,82,901 80,573

Profit/(Loss) before Tax (1,38,616) 2,83,583

Less: Provision for Taxation

Current Tax 0 40,000

Deferred Taxation (169) (287)

Profit/ (Loss) after Tax (1,38,447) 2,43,870

Balance profit brought forward from previous year 34,35,636 31,91,766

Surplus carried to Balance Sheet 32,97,189 34,35,636

2, PERFORMANCE

The performance of the Company remained subdue, due to high volatility in the Capital Market and therefore Company could earn income on its investments. During the year Company has incurred a net Loss of Rs. 1.38 Lacs (Previous year Net Profit of Rs. 2,44 Lacs). The outlook for coming year looks normal and your Directors are hopeful of achieving better results in future.

3. DIVIDEND

In order to conserve the financial resources, the Directors regret their inability to recommend any dividend for the year ended 31st March, 2011

4. BOARD OF DIRECTORS

In terms of the Articles of Association of the Company and as per the provisions of the Companies Act, 1956 Shri Parag Sarda, Director of the Company retires by rotation and being eligible offers himself for re-appointment

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility statement, it is hereby confirmed:

(i) That in the preparation of Annual Accounts for the financial year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures if any;

(ii) That the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and the Loss of the Company for the year under review.

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities,,

(vi) That the Directors had prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis,

6. AUDITORS

Members are requested to appoint auditors of the company for the current financial year.

M/s. Vinay Doshi & Co., Chartered Accountants, present Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a Certificate from them certifying that their appointment, if made would be within the limits specified under Section 224 (1-B) of the Companies Act, 1956.

7. AUDITORS REPORT

Observations made in the Auditors' Report regarding non provision towards decline in value of long term investments, no provision has been made in the accounts since your Directors consider that the investment are likely to appreciate in near future and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

8. FIXED DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58 A of the Companies Act, 1956 and rules made there under during the year.

9. LISTING FEES

The Listing Fees for the year 2011-2012, has been paid to the Bombay Stock Exchange Limited, where the Company's Shares are listed.

10. PARTICULARS OF EMPLOYEES

Information required to be given under Section 217 (2A) of the Companies Act, 1956 with The Companies {Particulars of Employees) Rules 1975 are not applicable to the Company, as the Company has not employed any employee whose salary exceeds me limits as laid down in the said section.

11, INFORMATION ON ENERGY CONSERVATION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information's required to be given under Section 2l7(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 the particulars in respect of conservation of energy, technology absorption are not applicable to the company because company has no activities relating to conservation of Energy and Technology Absorption. During the year Company has neither earned any Foreign Exchange nor there was outgo for the same.

12. SECRETARIAL COMPLIANCE REPORT

Your Directors attach herewith a copy of the Compliance Certificate issued by a Practicing Company Secretary for the year ended 31st March, 2011 pursuant to Section 383A(1) of me Companies Act, 1956.

13. ACKNOWLEDGEMENTS

Your Directors wish to thank Company's Clients, Bankers, Auditors and Investors for their continued support during the year. Your Directors place on record their appreciation of the contribution made by employees at all levels and looks forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

PRADEEP KUMAR SARDA CHAIRMAN

Place : Mumbai Date : 30th May, 2011

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Mar 31, 2010

The Directors have pleasure in .presenting the Twenty Fifth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS YEAR ENDED YEAR ENDED 31/03/2010 31/03/2009 Rupees Rupees

Gross Income 3,64,156 65,154

Less: Expenditure 80,573 78,734

Profit/(Loss) before Tax 2,83,583 (13,580)

Less : Provision for Taxation

Current Tax 40,000 0

Deferred Taxation (287) (295)

Profit/ (Loss) after Tax 2,43,870 (13,285)

Balance profit brought forward from previous year 31,91,766 32,05,051

Surplus carried to Balance Sheet 34,35,636 31,91,766

2. PERFORMANCE

The performance of the Company remained subdue, due to high volatility in the Capital Market and therefore Company could earn reasonable income on its investments. During the year Company has earned a net Profit of Rs. 2.44 Lacs (Previous year Net Loss of Rs. 0.14 Lacs). The outlook for coming year looks normal and your Directors are hopeful of achieving better results in future.

3. DIVIDEND

In order to conserve the financial resources, the Directors regret their inability to recommend any dividend for the year ended 31st March, 2010.

4. BOARD OF DIRECTORS

In terms of the Articles of Association of the Company and as per the provisions of the Companies Act, 1956 Shri Pradeep Kumar Sarda, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility statement, it is hereby confirmed :

(i) That in the preparation of Annual Accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures if any;

(ii) That the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and the Loss of the Company for the year under review.

(iii) That the Directors had taken proper and sufficient care for the maintenance of . adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities..

(vi) That the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

6. AUDITORS

Members are requested to appoint auditors of the company for the current financial year.

M/s. Vinay Doshi & Co., Chartered Accountants, present Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a Certificate from them certifying that their appointment* if made would be within the limits specified under Section 224 (1-B) of the Companies Act, 1956.

7. AUDITORS REPORT

Observations made in the Auditors Report regarding non provision towards decline in value of long term investments, no provision has been made in the accounts since your Directors consider that the investment are likely to appreciate in near future and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

8. FIXED DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and rules made there under during the year.

9. LISTING FEES

The Listing Fees for the year 2010-2011, has been paid to the Bombay Stock Exchange Limited, where the Companys Shares are listed.

10. PARTICULARS OF EMPLOYEES

Information required to be given under Section 217 (2 A) of the Companies Act, 1956 with The Companies (Particulars of Employees) Rules 1975 are not applicable to the Company, as the Company has not employed any employee whose salary exceeds the limits as laid down in the said section.

11. INFORMATION ON ENERGY CONSERVATION AND FOREIGN EXCHANGE EARNING AND OUTGO

Informations required to be given under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 the particulars in respect of conservation of energy, technology absorption are not applicable to the company because company has no activities relating to conservation of Energy and Technology Absorption. During the year Company has neither earned any Foreign Exchange nor there was outgo for the same.

12. SECRETARIAL COMPLIANCE REPORT

Your Directors attach herewith a copy of the Compliance Certificate issued by a Practicing Company Secretary for the year ended 31st March, 2010 pursuant to Section 3 83 A( 1) of the Companies Act, 1956.

13. ACKNOWLEDGEMENTS

Your Directors wish to thank Companys Clients, Bankers, Auditors and Investors for their continued support during the year. Your Directors place on record their appreciation of the contribution made by employees at all levels and look forward to their continued support.



FOR AND ON BEHALF OF THE BOARD

Place : Mumbai PRADEEP KUMAR SARDA

Date : 26th May, 2010 CHAIRMAN