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Mercury Trade Links Ltd.

BSE: 512415 Sector: Financials
NSE: N.A. ISIN Code: INE319T01016
BSE 00:00 | 25 Feb Mercury Trade Links Ltd
NSE 05:30 | 01 Jan Mercury Trade Links Ltd
OPEN 3.10
PREVIOUS CLOSE 3.10
VOLUME 200
52-Week high 3.10
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price 3.10
Buy Qty 200.00
Sell Price 3.10
Sell Qty 100.00
OPEN 3.10
CLOSE 3.10
VOLUME 200
52-Week high 3.10
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price 3.10
Buy Qty 200.00
Sell Price 3.10
Sell Qty 100.00

Mercury Trade Links Ltd. (MERCURYTRADELI) - Director Report

Company director report

To

The Members

MERCURY TRADE LINKS LIMITED

Your Directors take pleasure in presenting the 36th Annual Report on the business &operation of your Company together with Financial Statement for the year ended 31st March2021.

FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

(Rs. In Lacs)

PARTICULARS 2020-2021 2019-2020
Gross Income 65.29 21.09
Less: Expenditure 58.33 50.94
Profit/(Loss) before Depreciation 6.96 (29.85)
Less: Depreciation 0.00 0.00
Net Profit /(Loss) before Fax and extra ordinary items 6.96 (29.85)
Less: Extra Ordinary Items 0.00 0.00
Net Profit / (Loss) before Tax 6.96 (29.85)
1 ess : Provision for Tax 0.00 0.00
Deferred Tax 0.00 0.00
Net Profit / (Loss) after Fax 6.96 (29.85)
Other Comprehensive Income 0.42 (0.66)
Balance of Profit/(Loss) 7.38 (30.51)

OPERATIONS AND PERFORMANCE

During the year Company has earned revenue of Rs 65.29 Lacs (Previous year Rs 21.09Lacs) and earned a profit of Rs 7.38 Lacs (Previous year loss of Rs. 30.51 Iacs)

DIVIDEND

With a view to conserve resource for the company's business activities and requirementof the working capital. Directors regret to recommend any dividend on Equity Shares forthe year

EXTRACT OF ANNUA! RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 theextract of Annual Return of the Company as at 31March 2021 is uploaded on the website ofthe Company at w w w.mercu rytradelinks.co.in

TRANSEER 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 Year2020-2021.

MATERIAL CHANGES AND COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANC IAL STATEMENTS RELATE AND IHE PATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of theCompany which have occurred after March 31 2021 till date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

ECONOMIC OUTLOOK

The global economy reported de-growth of 3.5% in 2020 compared to a growth of 2.9% in2019. This steep decline in global economic growth was largely due to the outbreak of thenovel corona virus and consequent suspension of economic activities across the world. Theglobal economy is projected to grow bv 5.5% in 2021 largely due to the successful roll-outof vaccines across the globe coupled with policy support in large economies.

OPPORTUNITIES. TFIREATS. RISKS AND CONCERNS

The growth of the Company is subject to opportunities and threats as are applicable tothe company from time to time. The Company derives its income primarily from investmentsin financial instruments. The Reserve Dank of India's (RBI) Monetary Policy Committee(MFC) kept the repo rate unchanged at 4 per cent while maintaining an 'accommodativestance' as long as necessary to support the economic recovery and to help mitigate thenegative impact of COVTD-19.

IMPACT OF CQVID-19

The outbreak of the deadly COV1D-19 virus and the ensuing lockdown imposed across thecountry affected business operations. Ihe health of the employees and workers became apriority; stoppage of operations for an uncertain period resulted in a large financialburden on die one hand and workforce idling on the other. COVID-19 is an unprecedentedchallenge. However towards later part of the year consequent to significant opening ofthe economic activity across the nation the demand picked up compared to that during dieinitial period ol Covid-19. India is currently experiencing a massive second wave ofCovid-19 infections. Since there is significant uncertainty with respect to completeopening up of the economy it is difficult to ascertain the extent of impact of Covid-19on performance of the Company in the year 2021-2022.

SEGMENT WISE OR PRODUCT WISE PERFORMANCE

The Company does not carry on any manufacturing activity and therefore there are noreportable segments in the Company's operation. The surplus funds of the Company areinvested in money market instruments which generates investment income.

DETAIES OE SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

there are no significant material orders passed by tire Regulators / Courts wliichwould 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 theCompany's policies saleguarding of its assets prevention of errors accuracy andcompleteness of the accounting records and tire timely preparation of reliable financialinformation.

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

EMPLOYEES/ HUMAN RESOURCES

During the year relations with employees remained cordial.

Your Company has always believed that 1 Iuman Resource is the most important resourceand continues to work for its development The functioning and activities were furtheraligned to Company's Business objectives. The Human Resource Development activitiesfocused on multi-skill training performance and improvement etc.

PRESENTATION OF FINANCIAL STATEMENTS

During the year under review the Company recorded a profit of Rs 6 % Lacs beforedepreciation and tax as compared to loss of Rs 29.85 Lacs in the previous year. Afterproviding for depreciation tax and other comprehensive income the profit for the yearunder review was Rs 7.38 Lacs as compared to loss of Rs 30.51 Lacs for the previous year.

DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section73 and 76 of the Companies Act 2013 and Rules made there under. There were no unclaimedor unpaid deposits as on March 312021.

AUDITORS AND THEIR REPORTS:

A. STATUTORY AUDITOR:

M/s. S.M.M.P & Associates Chartered Accountant (Firm Registration NoT20438W) wereappointed as the Statutory Auditors of the Company for a second term of 5 (Five)consecutive years al die 35di Annual General Meeting held on 30th September 2020. Theyconfirmed diat they are not disqualified for continuing as Auditor of the Company.

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

13. 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 hadappointed M/s Dlu uti Satia & Co Practicing Company Secretary to undertake theSecretarial Audit of the Company for the Financial Year 2020-2021 as required underprovision of sub-section 1 of section 204 of die Companies Act 2013. The Company hasannexed with its Board's Report Secretarial Audit Report given by die Secretarial Auditoras Annexure 4.

Secretarial Auditor's report contains qualification with respect to appointment ofIndependent director. Board would like to inform that Board is making constant efforts toget a suitable person for the above position who is willingly to become the IndependentDirector of the Company and regular efforts are being made. Company is not in a positionto pay fees to Independent director due to which candidates are not willing to getappointed as an Independent Director.

INTERNAL AUDITOR:

Pursuant to section 138 of die Companies Act 2013 read with rule 13 of the Companies(Accounts) Rules 2014 and other applicable provisions of die Act M/s Falor fhavarKliatod & Co. (formerly known as Jhavar Ladha & Associates) Chartered Accountants(Firm Registration No. 104223W) were appointed as Internal Auditors of die Company fordie Financial Year 2020-2021

C. COST AUDITOR:

The requirement of Cost audit is not applicable to your Company because it is notengaged in production of goods or providing services in respect of which any order hasbeen passed by the Central Government under Section 148 of the Companies Act 2013 readwilh the Companies (Cost Records and Audit) Rules 2014.

SHARE CAPITAL

During the year under review your Company has not issued any shares. Consequently theAuthorized Share Capital of the Company' is Rs.2475000/- comprising of 247500 equity'share of Ks.lU/- each and the issued subscribed and paid up Share Capital of the Companycomprising of 247500 equity share of Rs.10/- each fully paid up as at 31M March 2021.

Your Director state that no disclosure or reporting is required in respect of thefollowing items as there were no transaction/events on these items during the year underreview:

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 bytrustees for benefit of employees.

FACILITY OF DEMATERIALIZATION

Your Company has obtained the ISIN INE319T01016 from both the depositories' i.e. CDSLand NSDL to facilities its shareholder to dematerialize their physical shares in to DematMode.

BOARD & COMMITTEES

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of die Companies Act 2013 andArticles of Association of the Company Mr. Parag Sard a (DIN 00025307) Director of dieCompany retires by rotation at the ensuing Annual General Meeting and being eligible liasoffered himself for re-appointment.

Shri Krishna Kumar Moondra (DIN: 07140048) has been reappointed as Independent Directorof the company at the 35h Annual General Meeting held on 30th September 2020 to hold theoffice for a second term of 5 (five) years in accordance with the provisions of CompaniesAct 2013 and SEBl(Lisdng Obligations and Disclosure Requirements) Regulations 2015 asamended.

Ms. Praelii Vijayvargiya Company Secretary' & Compliance Officer of the Companyhas submitted her resignation on 5th July 2021 and was relieved from the closing ofbusiness hour w.e.f. 23ri‘ July 2021. Further as per provisions of Section 203 of theCompanies Act 2013 ("the Act") and Regulation 6 SEIM (Listing Obligation andDisclosure Requirements) Regulations 2015 Ms. Vinaya Khopkar has been appointed asCompany Sec retary and Compliance Officer of the Company w.e.f. 24th July 2021.

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

DECLARATION BY AN INDEPENDENT DIRECTORfSf

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

BOARD EVALUATION

In accordance with the provisions of the Companies Act 2013 and Regulations of SEBI(LODR) Regulations 2015 tine Board has carried out an annual performance evaluation ofits own performance tine directors individually as well as the evaluation of the workingof its Audit Committee Nomination & Remuneration Committee and other Committees . Theperformance evaluation of Independent Director was carried out by tine entire Boardexcluding 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 Boardappointments in accordance with the requirements of the Companies Act 2013 theRegulations of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 andother applicable regulations and guidelines. The Board has on tine recommendation of theNomination & Remuneration committee framed a policy for selection and appointment ofDirectors Senior Management and their remuneration. The Nomination & Remunerationpolicy is available on the company website www.mcrcurytradelinks.co.in .There has been nochange in the policy since the last year

BOARD MELTINGS

During the year four meetings of the board of directors were held on the followingdate's i.e. 29h July 2020 31s* August 202011th November 2020 12th February 2021.The Company has adhered to the timeline of gap required to be maintained between each ofthe Board meetings as prescribed under the Companies Act 2013.

The details of the meetings of the Board held and attended during the Financial Year2020-2021 is as under:

Name of the Director Number of Board Meetings held Number of Board Meetings attended Attended last AGM
Mr. Pradeep Kumar Sarda 4 4 Yes
Mr. Gopal Ramkrishna Somani 4 4 Yes
Mr. Parag Sarda 4 4 Yes
Mr. Krishna Kumar Moondra 4 4 Yes
Mrs. Rita Somani 4 4 Yes

DIRECTORSHIP AND COMMITTEE MEMBERSHIP IN OTHER COMPANIES

None of the directors holds office as a director including as alternate director inmore than twenty companies at the same lime. None of them lias directorships in more thanten public companies. For reckoning the limit of public companies directorship of privatecompanies that are either holding or subsidiary companies of a public company areincluded.

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

None of the directors was a member in more than ten committees nor a chairman in morethan five committees across all companies in which he was a director. For the purpose ofconsidering the limit of the committees on which a director can serve all public limitedcompanies whether listed or not have been included and all other companies includingprivate limited companies foreign companies and companies under section 8 of lireCompanies 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-independentdirectors and members of management. During the FY 2020-21 there is only one ID on theBoard of the Company; therefore a company has not been able to hold such meeting.

Considering the size and the situation caused due to COVID-I9 pandemic on the operationof the Company the Board of Directors were not able to get a suitable personal for theposition of an Independent Director within lire prescribed time mentioned under Sec 149 ofthe Companies Act 2013 due to tire financials of the company and least activities of thecompany. However the Board is making their constant efforts to get a suitable person fordie above position who is willingly to become the Independent Director of die Company andregular efforts are being made. Company is not in a position to pay fees to Independentdirector due to which candidates are not whiling to get appointed as an IndependentDirector.

AL PIT COMMITMENT

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

Mr. Gaurishartkar Damani an Independent Director ami Chairman of the Audit Committeeceased to be a Director wr.e.f 11-11-2019 consequent to his demise. Thereafter theMembers of the Audit Committee elected Shri Krishna Kumar Moondra as Chairman of die AuditCommittee Meeting and not yet appointed any odier Independent Director due to thesituation caused by COVID-19 pandemic on the operation of the Company the Board ofDirectors were not able to get a suitable personal for die position oi an IndependentDirector within die prescribed time mentioned under Sec 149 of the Companies Act 2013.

The Committee comprised of Mr. Krishna Kumar Moondra Chairman and Non ExecutiveIndependent Director and Mr. Pradeep Kumar Sarda Non-Executive Director and Member of theCommittee

MEETINGS AND ATTENDANCE

The Audit committee met Four (4) times during the Financial Year 2020-2021 i.e.29lhJuly 2020 31s1 August 2020 11th November 2020 12lh February 2021. The Necessaryquorum was present for all Meetings. The Chairman of the Audit Committee was present atthe Annual General Meeting of the company. The table below provided Attendance of theAudit Committee members.

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

Audit Committee of the Board of Directors is entrusted with the responsibility tosupervise the Company's internal financial controls and financial reporting process. TheComposition and quorum are in accordance with Section 177(B) 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 theapplicability of various Accounting Standards (AS) referred to in Section 133 of theCompanies Act 2013. Compliance of tire Accounting Standard as applicable to the CompanyIras been ensured in the preparation of the Financial Statement for tire year ended 31s*March 2021.

The Audit Committee also oversees and reviews the functioning of Vigil Mechanism(implemented in the Company as a Risk Management Policy and Whistle Blower Polity) andreview the finding of investigation in the cases of material nature and the action takenin respect thereof.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee as required underSection 178 of tire Companies Act 2013 read with regulation 19 of tire SF.BI (ListingObligation & Disclosure Requirements) Regulations 2015.

Ihe Board ol Directors has adopted policy which lays down a framework in relation toremuneration of Directors Key Managerial Persomrel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. I hesame can be accessed on tire Company's Website at www.nrercurytradelinks.co.in

MEETING AND ATTENDANCE:

The Nomination and Remuneration Committee met one time during the Financial Year2020-2021. The Committee met on 31st August 2020. The Chairman of the Nomination andRemuneration Committee was present at die Annual General Meeting of the company. The tablebelow provided Attendance of the NR Committee members.

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

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted a qualified Stakeholder Relationship Committee as requiredunder Section 178 of the Companies Act 2013 and applicable rules thereto and as perRegulation 20 of 5EBI (LODR) Regulations 2015.

The Committee comprised of Mr. Pradeep Kumar Sarda Chairman and Non ExecutiveDirector and Mr. Gopal Ramkrishna Somani Non-Executive Director.

MEETINGS AND ATTENDANCE

The Stakeholder Relationship committee met one time during the Financial Year2020-2021. The Committee met on 12th February 2021. The necessary quorum was present forthe Meeting. The Chairman of the Committee was present at the .Annual General Meeting ofthe company. The table below provided Attendance of the Committee members.

SR NAME OF THE DIRECTOR NO. POSITION CATEGORY MEETINGS ATTENDED
1. Mr. Pradeep Kumar Sarda Chairman Non-Executive Director 1
2. Mr. Gopal Krishna Somani Member Non- Executive Director 1

PERSONNEL

There were no employees during the whole or part of the year who were in receipt ofremuneration in excess of limits as covered under the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The details are as under:

S. Particulars of Remuneration No

Name of the Directors

1 Independent Directors Krishna Kumar Moondra Total Amount
(a) Fee for attending board & committee meetings 3000 3000
(b) Commission 0 0
(c) Others please specify 0 0
Total (1) 3000 3000

 

2 Other Non Executive Directors Pradeep Kumar Sarda Parag Sarda Gopal Somani Rita Somani
(a) Fee for attending board committee meetings 3000 3000 3000 3000 12000
(b) Commission 0 0 0 0 0
(c)Others please specify. 0 0 0 0 0
Total (2) 3000 3000 3000 3000 12000
Total (B)=(l+2)
Total Managerial Remuneration 15000

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 2021 isprovided 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 perthe circular no.: CIR/CFD/POLICY CELL/7/2014 dated September 15 2014 issued by theSecurities and Exchange Board of India and circular no.: DCS/COMP/10/2014-15 September 162014 issued by the BSE Limited and SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015. As the paid up Share Capital of die Company is less than 10 crores andits Net Worth does not exceed 25 crores as on 31st March 2021. Hence the CorporateGovernance 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 Chairmanof the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower Policy can beaccessed on die Company's Website at www.mercurytradelinks.co.in

RISK MANAGEMENT

The Company has hi place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and die Board of Directors of theCompany.

The Company's internal control systems are commensurate with die nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditor. The Risk Management Policy of the Company isavailable on Company's website at www.mercurytradelinks.co.in

CORPORATE SOCIAL RESPONS1B1L1TY (CSR):

Considering the lower turnover net worth and net profit of die Company provision ofSection 135 of the Companies Act 2013 is not applicable to your Company 1 lence it isnot required to formulate Corporate Social Responsibility policy' during the year2020-2021

POLICY FOR PFTFRMINATION OF MATERIALITY OF EVENTS / INFORMATION:

Pursuant to Regulation 30 of Securities and Exchange Board of India {Listing Obligationand Disclosure Requirements) Regulation 2015 ever)' listed entity shall frame a policyfor determination of materiality based on criteria specified in Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirements) Regulation 2015 dulyapproved by its board of directors. Accordingly your Company lias adopted the same andmade available on Company's website at www.mercurytradelinks.co.in

DOCUMENT RETENTION AND ARCHIVAL POLICY

Pursuant to Regulation 9 of Securities and Exchange Board of India (Listing Obligationand Disclosure Requirements) Regulation 2015 every listed entity shall have a policy forpreservation of documents duly approved by its board of directors. Accordingly yourCompany has adopted the same. Policy is available on the website of the Company i.e.www.mercurytradelinks.co.in.

CODE OP CONDUCT FOR THE PREVENTION OF INSIDER TRADING

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

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention 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 arid there was notechnology absorption and no foreign exchange earnings or outgo during the year underreview. Hence the information as required under Section 134(3) (m) of the Companies Act2013 read with The Companies (Accounts) Rules 2014 is to be regarded as Nil.

RELATED PARTY TRANSACTIONS

All Related Party7 Transactions (RPTs) which were entered into during tire financialyear were on an arm's length basis and were in tire ordinary course of business and didnot attract provisions of section 188 of the Companies Act 2013 and were also notmaterial RPTs under regulation 23 of the SEBI Listing Regulations 2015. During the year2020-2021 as required under section 177 of the Companies Act 2013 and regulation 23 oftire SEBI Listing Regulations 2015 all RPFs were placed before tire Audit Committee forapproval.

There were no transactions entered into with related parties during [lie period underreview which may have had any potential conflict with tire interests of the Company.Accordingly the disclosure of Related Party7 Transactions as required under Section134(3) (Jr) of the Companies Act 2013 in Form AOC-2 is not applicable.

SUBSIDIARY COMPANY:

As on March 31 2021 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 toother bodies corporate or persons tailing under the provisions of section 186 of die Actduring the year 2020-2021.

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 itsemployees and has formulated 'Policy for Prevention of Sexual Harassment' to prohibitprevent or deter any acts of sexual harassment at workplace and to provide the procedurefor the redressal of complaints pertaining to sexual harassment thereby providing a safeand healthy work environment. During die year under review no case of sexual harassmentwas reported. Policy is available on die website of die Company i.e.www.mercurytradelinks.co.in.

DI RECTORS RESPONSIBILITY STATEMENT

As required under Section 134(3) (c) of the Companies Act 2U13 with respecL to theDirector's Responsibility Statement it is hereby confirmed:

i) That in preparation of Annual Accounts lor the Year ended 31M March 2021 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures.

ii) That the Directors have selected such Accounting Policies and applied diemconsistently and made judgments and estimates dial are reasonable and prudent so as togive a true and fair view of state of affairs of the Company at the end of die FinancialYear and of the profit of die Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate Accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv) That the Dir ectors have prepared the Annual Accoimts on a going concern basis.

v) The Directors had laid down Internal Financial Control to be followed by die Companyand such internal financial controls are adequate and were operating effectively.

vi) The Directors had devised proper systems to ensure compliance with the provisionsof 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 therelevant provision of the Companies Act 2013 and the general circulars issued by theMinistry of Corporate Affairs from time to time. The significant accounting policies whichare consistently applied have been set out in the notes to tire Financial Statements.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given on 10 April 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial 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 THESTATUTORY AUTHORITIES:

The Company has complied with the requirements of the Stock Exchanges Securities andF.xchange Board of India and other statutory authorities on all matters relating tocapital markets during the last three years and no penalties or strictures have beenimposed on the Company by any Stock Exchange Securities and Exchange Board of India orother statutory authorities.

COMPLIANCE OF MAN DAT OR Y AND DISCRETIONARY REQUIREMENTS: Mandatory

The Company has fully complied with the mandatory requirement of the SEBI ListingRegulations 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 includingattending 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 ofthe company which does not attract any eligible personnel. Accordingly company was not ina position to employ such person for the company's operation.

d) Reporting of Internal Auditor

The Internal Auditor's report is directly submitted to the Audit Committee.

CEO /CFO CERTIFICATION

The CFO has issued certificate pursuant to regulation 17(8) read with Part B ofSchedule II of the SEBI Listing Regulations 2015. Certifying that the financialstatements do not contain any untrue statement and these statements represent a true andlair view of the Company's affairs. The said certificate is annexed as ANNEXURE - 1 andforms part of the Annual Report.

MEANS OF COMMUNICATION:

I he quarterly and annual financial results are sent to the Stock Exchanges immediatelyafter they are approved and taken on record by the Board of Directors. These financialresults are published in leading dailies such as Business Standard (English) having allIndia coverage and 'Global Times' (Marathi) local newspaper and are also made availableon 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 andwhen situation arises. Email id: share@sardagroup.com Annual Reports are dispatched to allthe shareholders.

REVIEW OF LEGAL COMPLIANCE REPORTS CODE OF CONDUCT:

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

As required under clause 49 ot the erstwhile Listing Agreement (now corresponding toregulation 17(5) of the SEBI Listing Regulations 2015) the Board at its meeting adopteda Code of Conduct for all Directors and Senior Management of the Company and the same hasbeen placed on the Company's website www.mercurytradelinks.co.in

All Directors and Senior Management personnel have affirmed compliance with the codefor 2020-2021. A declaration to this effect signed by the CFO is given in this AnnualReport as an ANNEXUKE - 2.

MAXIMUM TENURE OE INDEPENDENT DIRECTORS

The maximum tenure of independent directors is in accordance with tire Companies Act2013 and regulation 25(2) of tire SEBI Listing Regulations 2015.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act 2013 and as perRegulation 17 ol Securities Exchange Board of India (Listing obligations & DisclosureRequirements) Regulations 2015 the Board has carried out annual performance evaluationof its own performarree the directors individually as well as evaluation of working ofcommittees of Board of Directors.

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

Chairman and other Non Independent Directors were being evaluated by IndependentDirector who also reviewed the performance of secretarial department. Performanceevaluation of the Committees and that of its members in effectively discharging theirduties were also being carried out by board.

STATUTORY DISCI.OUSURE

Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are placed on the Company's website www.mercurytradelinks.co.in. Aphysical 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 2013read with rule 5(2) and 5(3) ot the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 will be made available Ur any shareholder on request as perprovisions of section 136(1) of the said Act.

APPRECIATIONS AND ACKNOWLEDGEMENTS

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

Your Directors wish to place on record their sincere appreciation and thanks for thevaluable co-operation and support received from the Registrar of Companies MaharashtraRegional Director Western Region Ministry of Company Affairs Company's bankersfinancial institutions. Regulatory Authorities Stock Exchanges and shareholders at largeand 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 servicesof the company's employee which have in great way contributed to the Company's progress.

By Order of the Board of Directors
For Mercury Trade Links Limited

 

Pradeep Kumar Sarda
Date: 12-08-2021 (DIN: 00021405)
Place: Mumbai Chairman

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