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Legacy Mercantile Ltd.

BSE: 780021 Sector: Others
NSE: N.A. ISIN Code: INE241Q01018
BSE 05:30 | 01 Jan Legacy Mercantile Ltd
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Legacy Mercantile Ltd. (LEGACYMERCANTIL) - Director Report

Company director 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 Reporttogether 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 33834146.00 51332490.00
Less: Expenditure 33411588.00 50253736.00
Profit/(Loss) before taxation 422558.00 1078754.00
Less: Income Tax 130570.00 388473.00
Net profit/ (Loss) after taxation 291988.00 690281.00

RESERVES AND SURPLUS

Profit of Rs. 291988/- as net profit after taxation is being transferred to thereserve and surplus.

DIVIDEND

The Directors have not recommended any dividend for the financial year 2016-17 in viewof 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 noadverse 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 Auditorsof the Company from the conclusion of this Annual General Meeting till the conclusion of 8thAnnual General Meeting of the company. In this regard the Company has received aCertificate from the Auditors to the effect that if they are appointed it would be inaccordance with the provision of section 141 of the Companies Act 2013. The Report givenby the Statutory Auditors for the Financial Statements for the year ended March 31 2017read with explanatory notes thereon do not call for any explanation or comments from theBoard under Section 134(3) of the Companies Act 2013.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. 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 ANDASSOCIATE

Since the Company has no subsidiaries as on 31st March 2017 provision of section 129of 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 notapplicable to the Company. Therefore the information relating to conservation of energyor technology absorption etc. is not given. There has been no foreign exchange earningsand outgo during the year under Report.

CONSOLIDATED FINANCIAL STATEMENTS

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

POSTAL BALLOT

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

Resolution has been passed by the Shareholders Requisite majority and Results of PostalBallot Declared by the Company on April 20 2017 and same has been intimated to StockExchange.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Companywhich have occurred between the end of the Financial year of the Company to which theFinancial 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 Directorshereby state:

a. in the preparation of the annual accounts for the financial year ended on 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

INDEPENDENT DIRECTOR'S MEETING

During the year under review the Independent Directors met on 14.11.2016 inter aliato discuss:

• Evaluation of the performance of Non-independent Directors and the Board ofDirectors as a whole.

• Evaluation of the performance of the chairman of the Company taking intoaccount the views of the Executive and Non-executive directors.

• Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform 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 provisionsrelated 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 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company's policies proceduresand practices.

Periodic presentations are made to the Board and Board Committee meeting on Businessand performance updates of the Company Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing 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 companyhas 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 ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

a) Board Meetings

During the year 6 (Six) Board Meetings were convened and held. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 on theFollowing 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 anAnnual Performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its various Committees. A separate exercise wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level of engagement and contributionindependence of judgment safeguarding the interest of the Company and its minorityshareholders etc. The performance evaluation of the Independent Directors was carried outby 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 decisionsin line with the delegated authority. The following substantive Committees constituted bythe 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 Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc. The Company Secretary of the Company acts as Secretary of theCommittee. During the year there are no instances where the Board had not accepted therecommendations of the Audit Committee.

COMPOSITION AND ATTENDANCE AT MEETINGS:

During the year ended on 31st March 2017 the composition of Audit Committee has beenas 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 on27.05.2016 02.08.2016 14.11.2016 and 28.02.2017

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

The Audit Committee also advises the Management on the areas where internal controlsystem can be improved. The Terms of reference of the Audit Committee are in accordancewith Regulation 18 of Securities And Exchange Board Of India (Listing Obligations AndDisclosure Requirements) Regulations 2015 and

Section 177 of the Companies Act 2013 as follows:

• Oversight of the Issuer's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

• Recommending to the Board the appointment re-appointment and if requiredthere 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 thestatutory auditors.

• Reviewing with the management the annual financial statements beforesubmission to the board for approval with particular reference to:

(i) Matters required to be included in the Directors' Responsibility Statement to beincluded in the Board's report in terms of clause (2AA) of Section 217 of the CompaniesAct 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 bymanagement;

(iv) Significant adjustments made in the financial statements arising out of auditfindings;

(v) Compliance with listing and other legal requirements relating to financialstatements;

(vi) Disclosure to any related party transactions;

(vii) Qualifications in the draft audit report.

• Reviewing with the management the half yearly financial statements beforesubmission to the Board for approval.

• Reviewing with the management performance of statutory and internal auditorsadequacy of internal control systems;

• Reviewing the adequacy of internal audit function including the structure ofthe internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.

• Discussion with internal auditors any significant findings and follow upthereon;

• Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matters to the Board;

• Discussion with Statutory auditors before the audit commences about the natureand 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 theAudit Committee.

d) Nomination & Remuneration Committee & Its Policy

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of Section 178 of the Companies Act2013.

COMPOSITION AND ATTENDANCE AT MEETINGS:

During the year ended on 31st March 2017 the composition of Nomination andRemuneration 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 on27.05.2016 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 theexecutive directors.

• The committee to carry out evolution of every director's performance andrecommend to the board his/her appointment and removal based on the performance.

• The committee to identify persons who may be appointed in seniormanagement/Director in accordance with the criteria laid down.

• Framing and implementing on behalf of the Board and on behalf of theshareholders a credible and transparent policy on remuneration of executive directorsincluding ESOP Pension Rights and any compensation payment.

• Considering approving and recommending to the Board the changes in designationand increase in salary of the executive directors.

• Ensuring the remuneration policy is good enough to attract retain and motivatedirectors.

• Bringing about objectivity in deeming the remuneration package while striking abalance between the interest of the Company and the shareholders."

STAKEHOLDER RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholder Relationship Committee to redress thecomplaints 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 underreview 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 on27.05.2016 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 reportdividend payments etc.

• Matters related to share transfer issue of duplicate share certificatedematerializations.

• 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 riskassessment and minimization procedures and the Board has formulated Risk management policyto ensure that the Board its Audit Committee and its Executive Management shouldcollectively identify the risks impacting the Company's business and document theirprocess of risk identification risk minimization risk optimization as a part of a riskmanagement policy/ strategy.

The common risks inter alia are: Regulations Credit Risk Foreign Exchange andInterest Risk Competition Business Risk Technology Obsolescence Investments Retentionof Talent and Expansion of Facilities etc. Business risk inter-alia further includesfinancial risk political risk legal risk etc. The Board reviews the risk trendexposure 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 CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given below:

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) 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

Company's performance has been provided in the Directors' Report which forms part ofthe Board Report.

The key parameter for the variable component of key managerial personnel(s) is linkedwith Company performance and Individual performance.

The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIALYEAR ENDED MARCH 31 2017 - NOT APPLICABLE

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance Officer in advance.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. YourDirectors wish to place on record their appreciation of sincere and devoted servicesrendered 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 TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Ms. Shalu Singhal Proprietor of Shalu Singhal & Associates CompanySecretaries to undertake the Secretarial audit of the Company. The Secretarial AuditorReport provided By the Secretarial Auditor in Form No.MR-3 has been enclosed as AnnexureII.

With reference to the qualifications we wish to explain that the company is lookingfor 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 thefuture. With reference to late intimation to Stock Exchange The Company assures that thiswill not happen in future and we will send timely intimation to the exchange. Withreference to the updating of website this is to inform you that website of the companyhas 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 isrequired to establish an effective Vigil Mechanism for Directors and Employees to reportgenuine concerns. In line with this the Company has framed a Vigil Mechanism Policythrough which the Directors and Employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal.

The Employees and Directors may report to the Compliance Officer and have direct accessto the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the websiteof the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal)Act 2013. All women employees (permanent contractual temporary and trainee) are coveredunder this Policy.

The following is a summary of Sexual Harassment complaints received and disposed offduring 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 Act2013 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 Extractof the Annual Return for the financial year ended 31st March 2017 made underthe 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 bySecurities Exchange Board of India Stock Exchanges Tribunal or Courts in the year underReport.

HUMAN RESOURCES INDUSTRIAL RELATIONS

The takes pride in the commitment competence and dedication shown by its employees inall areas of Business. The Company is committed to nurturing enhancing and retaining toptalent through superior Learning and Organizational Development. This is a part ofCorporate HR function and is a critical pillar to support the Organization's growth andits sustainability in the long run.

CAUTIONARY STATEMENT

Statements in this Directors Report describing the Company's objectives projectionsestimates expectations or predictions may be "forward looking statements"within the meaning of applicable securities law and regulations. Actual results coulddefer materially from those expressed or implied. Important factors that could makedifference to the Company's operations include changes in Government regulations Taxregimes Economic developments within India and the countries in which the Companyconducts Business and other ancillary factors.

ACNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance andco-operation received from the cooperative banks Government Authorities customersvendors and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the Company'sexecutive's 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