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Sindhu Trade Links Ltd.

BSE: 532029 Sector: Others
NSE: N.A. ISIN Code: INE325D01017
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NSE 05:30 | 01 Jan Sindhu Trade Links Ltd
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VOLUME 20
52-Week high 139.90
52-Week low 57.00
P/E 6.37
Mkt Cap.(Rs cr) 293
Buy Price 59.00
Buy Qty 1.00
Sell Price 59.00
Sell Qty 599.00
OPEN 57.00
CLOSE 57.00
VOLUME 20
52-Week high 139.90
52-Week low 57.00
P/E 6.37
Mkt Cap.(Rs cr) 293
Buy Price 59.00
Buy Qty 1.00
Sell Price 59.00
Sell Qty 599.00

Sindhu Trade Links Ltd. (SINDHUTRADE) - Director Report

Company director report

To

The Members

Sindhu Trade Links Limited

Your directors have immense pleasure in presenting their 25th AnnualReport together with the Audited Statement of Accounts for the financial year ended on31st March 2017.

The financial results for the year under reviews are as follows:

(Amount in Lacs)

Particulars Standalone For the Year ended March 31 2017 For the Year ended March 31 2016 Consolidated For the Year ended March 31 2017 For the Year ended March 31 2016
Total Income 88971.13 67059.13 129737.68 98469.46
Total Expenditure 78412.63 55925.96 122200.61 91008.48
Profit/Loss before Tax 10558.49 11133.17 7537.06 7460.98
Less:
Current Tax 2692.09 3495.50 3698.15 4022.01
Deferred Tax 109.77 10.80 281.08 (142.73)
Adjustment for previous year - - - -
Income Tax For Earlier years 62.52 24.63 64.65 -
Extra-Ordinary Item - - 0.42 -
Profit/Loss after Tax 7694.11 7602.24 3492.75 3581.69
Less: Adj on consolidation - - 1182.22 (202.90)
Add: Balance in the P&L Acct. 17848.00 10260.17 11032.23 5503.83
Sub-Total 25542.10 17862.41 15707.20 9288.42
Less: Transfer to Debenture - -
Redemption Reserve
Add: Prov. Adjustment for - (14.41) (76.14) (49.53)
Earlier years
Proposed Dividend on - - (2285.70) -
Equity/Preference Shares
Tax on Dividends - -
Share of profits in associates - - (147.83) 363.73
Adjustment on consolidation - - 977.03 1429.60
P&L Transfer to Resultant company - 23.11
Closing Balance 25542.10 17848.00 14197.67 11032.22

On standalone basis the company has achieved the Total Revenue of Rs.88971.13 Lacs asagainst the Rs. 67059.13 Lacs during the previous year. PBT was at Rs. 10558.49 Lacs incurrent year as compared to Rs. 11133.17 Lacs in previous year. The Profit after Tax forthe period has increased by Rs. 67.23 Lacs

On consolidation basis the company has achieved the Total Revenue of Rs. 129737.68Lacs as against the Rs. 98469.46 Lacs during the previous year. PBT was at Rs. 7537.06Lacs in current year as compared to Rs. 7460.98 Lacs in previous year. The Profit afterTax for the period has increased by Rs. 378.82 Lacs

During the year under report there is no change in the business of the Company and iscontinue to extracts its major revenue from the logistics trading of oil and lubricantsand investment and finance operations.

During the year under review no amount has been transferred to reserves.

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

During the year under review there have been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

The subsidiaries in which the shareholding of the Company is presently more than halfof the nominal capital of the Company as per section 2(87) of the Companies Act 2013 are:

HARI BHOOMI COMMUNICATIONS PVT LTD.

Hari Bhoomi Communications Private Limited is a Private Limited Company incorporated on08.05.2007 by Registrar of Companies National Capital Territory of Delhi and

Haryana. The Company took over a running business of printing and publishing ofnewspaper named as "M/s Hari Bhoomi' from M/s Sindhu Holdings Limited. Presently thecompany is engaged in Publication of daily newspaper of Hindi in the State ofChhattisgarh Madhya Pradesh Delhi and Haryana Bhopal under the name "HariBhoomi".

Specialised Areas:

This newspaper contains news of current events informative articles diverse featuresand advertising. It has contributed immensely in the field of media through itseye-opening articles and independent views. "Hari Bhoomi" was started initiallyas a Weekly in 1996 but later on in 1998 it became a Daily .It was the first Daily to bepublished from Rohtak (Haryana). "Hari Bhoomi" launched its first edition inChhattisgarh in 2001 from Bilaspur and added Raipur in 2002. Hari Bhoomi started itsJabalpur Edition in 2008. Very recently Hari Bhoomi started its edition from Raigarh(Chhattisgarh) and Bhopal.

Hari Bhoomi is a member of Indian Newspaper Society Audit Bureau of Circulations (Twoesteemed organizations of Newspapers/Magazines/Advertising Agencies/Advertisers) and alsomember of MRUC (Media Research Users Council) an organization conducting IndianReadership Survey.

% of Holding by the Company:

The present authorised share capital of the company is Rs. 30000000/- divided into3000000 equity shares of Rs. 10/- each. The present paid- up share capital of thecompany is Rs. 30000000/- divided into 3000000 equity shares of Rs. 10/- each. STLLis holding 84.5% of the nominal capital of HBCPL.

ISHYAM INDUS POWER SOLUTIONS PRIVATE LIMITED (SIPSPL)

A Private Limited Company incorporated on 24th June 2004 by Registrar of CompaniesNational Capital Territory of Delhi and Haryana. It is an ISO 9001 certified projectengineering procurement and Construction Company established in June 2004 withRegistered Office /Head office in New Delhi. It has seen multi-fold growth since itsinception. SIPSPL is a well renowned company in the Power Sector. It is known in theindustry for commitment quality & unmatched services. The strength of the company iswell qualified and committed team equipped with latest technology to carry out the turnkeypower project in a timely manner with innovative approach.

Specialised Areas:

It is presently engaged in the execution of turnkey projects of power distribution. Theturnkey projects consist of getting preliminary design approved procurement ofaccessories such as conductors transformers insulators hardware accessories etc.construction execution of civil work laying of cables installation of transformersresulting in customized infrastructure set-up as per the requirement of the utility.Beside the aforesaid projects it provides services like meter Installation Completeoperation & maintenance of zone System augmentation Survey and Energy Audit MeterReading & Bills Distribution GIS Mapping Street Lighting & maintenance etc.

Area of Business:

The Company has its business operations in Delhi Haryana Punjab Himachal PradeshMadhya Pradesh Chhattisgarh Uttar Pradesh Kerala Karnataka Odisha. It is alsoexploring possibilities of business and ventures in other states of the country.

% of Holding by the Company:

The present authorised share capital of the company is ' 386000000/- divided into38600000 equity shares of ' 10/- each. The present paid- up share capital of thecompany is ' 382000000/- divided into 38200000 equity shares of ' 10/- each.("STLL") is holding 50.12% of the nominal capital of SIPSPL.

INDUS AUTOMOTIVES PRIVATE LIMITED (In APL)

A Private Limited Company incorporated on July 05 2010 by Registrar of CompaniesNational Capital Territory of Delhi and

Haryana. The company acts from manufacturers to retailers storers and wharehousersimporters exporters repairers hirers in all types of automotive vehicles usable onland sea or air and to do all the allied activities relating thereto.

Specialised Areas:

The Company is engaged in the business of trading of genuine automobiles spare partsheavy earthmoving equipment parts lubricants tyres tubes and flaps. The Company holdsauthorised dealership of Asia Motor Works Ltd (AMW Ltd) for commercial vehicles for Tyrestube and flaps of Birla Tyre Ceat Ltd. MRF Limited J.K Tyre & Industries Ltd.Apollo Tyres Ltd. for dealership for Lubricant of Valvoline Cummins Pvt. Ltd. Total OilIndia Pvt Ltd. dealership for genuine automobiles spare parts of Ashoka Leyland TataMotors Mahindra Mico TVS Bosch Telco and Turbo and dealership for spare parts ofheavy earthmoving parts with machinery parts of Liebherr India Ltd Tata HitachiHindustan Motors. The Company also has LMV workshop located at Dipka korba C.G. forrepairs & maintenance of Light motor vehicles.

Present Financial Structure and % of holding of STLL:

The present authorised share capital of the company is Rs. 5500000/- divided into550000 equity shares of Rs. 10/- each. The present paid- up share capital of the companyis Rs. 5250000/- divided into 525000 equity shares of Rs. 10/- each. STLL is holding98.10% of the nominal share capital of In APL.

SUDHA BIO POWER PRIVATE LIMITED

A Private Limited Company incorporated on 21st July 2011 by Registrar ofCompanies Hyderabad. The Company is engaged in the business of generating harnessingdeveloping accumulating distributing and supplying of electricity by setting up Bio masspower plants by use of liquid gaseous or solid fuels for the purpose of light heatmotive power and for all other purposes for which electric energy can be employed. Howeverdue to all operational and management activities were carried out from New Delhi andkeeping in view the administrative convenience cost effectiveness growth potential andopportunities existing the Company shifted its registered office from Andhra Pradesh toNew Delhi on 25.02.2016.

Specialised Areas:

It is presently engaged into the business of generating distributing and supplying ofelectricity through its Bio Mass Power Plant by use of liquid gaseous or solid fuels andto generate Power supply either by hydro solar thermal gas diesel oil or throughRenewable Energy Sources such as solar photo voltaic and wind mill and or any othermeans and to Transmit distribute supply and sell such power either directly or throughTransmission lines and facilities of central/State Governments or private Companies orElectricity Boards to industries and to Central/ State Governments to be proved otherconsumers or electricity including for captive consumption for any other industrialprojects promoted by this company or promoter Companies and generally to developgenerate accumulate power at any other place or places and to transmit distribute selland such supply such power and to acquire coal mines in India and/or abroad and to acquireconcessions or licenses granted by or to enter into contracts with the Government of Indiaor any other government authority for the construction operation and maintenance of anyelectric installation for the production transmission or use electric power of lightingheating signaling and other allied activities thereto.

Present Financial Structure and % of holding of STLL

During the year under review the present authorized share capital of the company isRs. 360000000/- divided into 36000000 equity shares of Rs. 10/- each. The presentpaid- up share capital of the company is Rs. 90100000/- divided into 9010000 equityshares of Rs. 10/- each. STLL is holding 100% of the nominal share capital of In SBPPL.

PARAM MITRA RESOURCES PTE. LTD. (PMR)

Param Mitra ("PMCR" or "Company" or "Param Mitra") is aleading Coal and Power player in Indonesia promoted by the Sindhu Family a leadingcoal-mining coal logistics coal beneficiation power generation and power distributionin India with over 30 years of experience in the coal and energy sector under the flagshipof Sainik-Aryan Group (SAG).

Specialised Area:

PMR has proven expertise in conducting exploration mining & logistics operationsin India and abroad and the same allows the company to understand and manage theoperations of mines in the most cost effective manner. The company has its presence overmany counties. Some of them are described below:

India: The Group mines over 90mn tons of coal annually. The Group has been recentlyawarded the largest private sector coal mining contract for 25 year's worth $ 4.5 Billionby National Thermal Power Company Ltd.

Australia: Param Mitra has recently entered into a mine management agreement withan operating mine in Western Australia for producing 3 mn tons per annum.

Indonesia: Param Mitra is presently operating two mines and has recently acquiredtwo large mining companies giving it access to over 1.5 bn tonnes of reserves in EastKalimantan.

Marketing Strategy : Param Mitra has a multi dimensional marketing and end use strategyfor coal which will be produced by several mines in Indonesia. Param Mitra is currentlysupplying and exploring more opportunities of supply in South and East Asia. Strategicallylooking at a combination of

• Long term relationships with commodity players and off-take agreements

• Domestic Market strategy

• Power sector in Indonesia

Present Financial Structure and % of holding of STLL

During the year under review the present paid up share capital of the company is63003475 Equity Shares of USD $ 1 each. STLL is holding 95.68% of the nominal sharecapital In PMR Pte. Ltd.

The below mentioned list of Companies are subsidiaries of Hari Bhoomi SIPSPL & PMRPte. Ltd. which itself are subsidiaries of STLL:

Subsidiary of Hari Bhoomi:

LEGEND TRAVELS PRIVATE LIMITED (LTPL)

A Private Limited Company incorporated on 21st October 1997 by Registrar ofCompanies National Capital Territory of Delhi and Haryana. The company was incorporatedwith a view to carry on the business of Media & Entertainment including running ofT.V. Channel IPTV Radio Channel & Publishing of News Paper.

Specialised Areas:

Currently it is engaged in the Broadcasting of News through its Channel "JANTATV". The strength of the company is well qualified and committed team equipped withlatest technology to carry out the news telecast in a timely manner with innovativeapproach.

Present Financial Structure and % of holding of Hari Bhoomi:

During the year under review the present authorized share capital of the company isRs. 90000000/- divided into 9000000 equity shares of Rs. 10/- each. The present paid-up share capital of the company is Rs. 82780990/- divided into 8278099 equity sharesof Rs. 10/- each. Hari Bhoomi is holding 100% of the nominal share capital in LTPL

Subsidiaries of SIPSPL:

SHYAM INDUS SOLAR POWER PRIVATE LIMITED

A Private Limited Company incorporated on 14th May 2010 by Registrar ofCompanies National Capital Territory of Delhi and Haryana.

Specialized Areas:

The company runs solar power generating plants and all necessary substances etc. forgenerating conservation distribution and supply of electricity for commercialindustrial and consumable purpose.

Present Financial Structure and % of holding of SIPSPL:

During the year under review the present authorized share capital of the company isRs. 10000000/- divided into 1000000 equity shares of Rs. 10/- each. The present paid-up share capital of the company is Rs. 9100000/- divided into 910000 equity shares ofRs. 10/- each. SIPSPL is holding 99.50% of the nominal share capital in

SISPPL.

FLAIR ELECTRIC PROJECTS PRIVATE LIMITED

A Private Limited Company incorporated on 09th January 2006 by Registrar ofCompanies National Capital Territory of Delhi and Haryana.

Specialized Areas: To distribute the power purchased from power plants acquiremanufacture and deal in all equipment's etc. for distribution of power and provide allmanpower solutions for the same activities.

Present Financial Structure and % of holding of SIPSPL:

During the year under review the present authorized share capital of the company isRs. 1000000/- divided into 100000 equity shares of Rs. 10/- each. The present paid- upshare capital of the company is Rs. 1000000/- divided into 100000 equity shares of Rs.10/- each. SIPSPL is holding 55.00% of the nominal share capital in FEPPL.

SIPS UTILITIES PRIVATE LIMITED (SIPSUPL)

A Private Limited Company incorporated on 03rd February 2013 by Registrarof Companies National Capital Territory of Delhi and Haryana.

Specialized Areas:

To generate develop purchase use sale supply and distribute Power by any means ofhydro solar wind power Thermal Atomic at power station to erect commissioning oftransmission lines and to undertake turnkey projects for power generation and other powerprojects.

Present Financial Structure and % of holding of SIPSPL:

During the year under review the present authorized share capital of the company isRs. 565000000/- divided into 56500000 equity shares of Rs. 10/- each. The presentpaid- up share capital of the company is Rs. 564898300/- divided into 56489830equity shares of Rs. 10/- each. SIPSPL is holding 58.75% of the nominal share capital inSUPL.

SIPS Utilities Private Limited has two subsidiaries naming M/s River Side UtilitiesPrivate Limited (RUPL) and M/s Seaside Utilities Private Limited (SUPL). SIPS UPL isholding 51% in RUPL and 52% in SUPL.

SUBSIDIARIES OF PARAM MITRA RESOURCES PTE. LTD. (OVERSEAS SUBSIDIARIES)

The overseas subsidiaries are presently engaged in coal mining and allied activitiesthereto. The details of the Companies are mentioned below:

PARAM MITRA RESOURCES PTE. LTD.

Param Mitra Coal Resources Pte Limited (PMCR Pte Ltd.) Oceania Resources Pty Limited (OR Pty Ltd.) Param Mitra Power Pte Ltd.
The paid up share capital of the Company is USD 30000000 divided into 30000000 equity shares of USD 1/-each. The paid up share capital of the Company is 100000 USD divided into 100000 equity shares of USD 1/- each. The paid up share capital of the Company is 10000 USD divided into 10000 equity shares of USD 1/- each.
PMR Pte Ltd (Subsidiary of STLL) is holding 60 % of the share capital of PMCR Pte Ltd. PMR Pte Ltd (Subsidiary of STLL) is holding 65% of the share capital of OR Pty Ltd. PMR Pte Ltd (Subsidiary of STLL) is holding 70% of the share capital iof PMP Pte Ltd.

 

Param Mitra Coal Resources Pte. Two Limited (PMCR Pte. Two Ltd.) Param Mitra Coal Resources Pte. One Limited (PMCR Pte. One Ltd.) Unity Holding Business Singapore Pte. Ltd (UHBS Pte. Ltd.) Dragon Power Investment Limited (DPIL)
The paid up share capital of the company is USD 55.30.000 divided into 55.30.000 equity shares of USD 1/- each. Param Mitra Coal Resources Pte Limited (Subsidiary of PMR Pte Ltd) is holding 100% of the nominal share capital of PMCR Pte. Two Ltd. The paid up share capital of the company is USD 1.48.75.000 divided into 1.48.75.000 equity shares of USD 1/- each. Param Mitra Coal Resources Pte Limited (Subsidiary of PMR Pte Ltd) is holding 100% of the nominal share capital of PMCR Pte. One Ltd. The paid up share capital of the Company is USD 15.00. 000 divided into 15.00. 000 equity shares of USD 1/- each. Param Mitra Coal Resources Pte Limited (Subsidiary of PMR Pte Ltd) is holding 76% of the share capital of UHS Pte. Ltd. The Paid up Share Capital of the Company is USD 1 divided into 1 Equity Share of USD 1/- each. Param Mitra Coal Resources Pte Limited (Subsidiary of PMR Pte Ltd) is holding 100% of the share capital of DPIL.

 

Pt Rencana Mulia Baratama (Pt. RMB) Pt. Param Mitra Coal Movers(Pt. PMCM) (Earlier Pt. Mesra Prima Coal (Pt. MPC) Pt. Param Mitra Coal Resources (Pt. PMCR)
The paid up share capital of the company is IDR 5000000000 divided into 50000 equity shares of IDR 100000/- each. PMCR Pte. Two Ltd.(Subsidiary of PMCR Pte Ltd.) is holding 93.80 % of the share capital of Pt. RMB. The paid up share capital of the company is IDR 50000000000 divided into 400000 equity shares of 125000 IDR each. PMCR Pte One Limited (Subsidiary of PMCR Pte Limited) is holding 99% of the share capital of Pt. PMCM. The paid up share capital of the company is IDR 8932000000 divided into 1000000 equity shares of 8932 IDR each. UHBS Pte. Ltd. (Subsidiary of PMCR Pte Ltd) is holding 99% of the share capital of Pt. PMCR.

 

Pt Rencana Mulia Baratama (Pt. RMB) Pt. Param Mitra Coal Movers(Pt. PMCM) (Earlier Pt. Mesra Prima Coal (Pt. MPC) Pt. Param Mitra Coal Resources (Pt. PMCR)
The paid up share capital of the company is IDR 5000000000 divided into 50000 equity shares of IDR 100000/- each. PMCR Pte. Two Ltd.(Subsidiary of PMCR Pte Ltd.) is holding 93.80 % of the share capital of Pt. RMB. The paid up share capital of the company is IDR 50000000000 divided into 400000 equity shares of 125000 IDR each. PMCR Pte One Limited (Subsidiary of PMCR Pte Limited) is holding 99% of the share capital of Pt. PMCM. The paid up share capital of the company is IDR 8932000000 divided into 1000000 equity shares of 8932 IDR each. UHBS Pte. Ltd. (Subsidiary of PMCR Pte Ltd) is holding 99% of the share capital of Pt. PMCR.

 

Pt. Krida Makmur Bersama (Pt. KMB) Pt. Brillian Alam Sejahtera(Pt. BAS)
The paid up share capital of the Company is IDR 10000000000 divided into 10000 equity shares of 1000000 IDR each. Pt. PMCM (Subsidiary of PMCR Pte. One Ltd.) is holding 99.99% of the share capital of Pt. KMB. The paid up share capital of the Company is IDR 1000.00. 00.000 divided into 10000 equity shares of IDR 10.00. 000 each. Pt. PMCM (Subsidiary of PMCR Pte. One Ltd.) is holding 99.99% of the share capital of Pt. BAS

Associate Companies of STLL:

Name of Entity Holding of Shares (2017) Holding of Shares (2016)
Doon Heights Developers Ltd* - 5000
Kartikay Exploration & Mining Pvt Ltd 3056618 2988428
Mahavir Multitrade Pvt Ltd* 245000 245000
S. J. Finance & Consultancy Pvt Ltd* - 85325
Wardha Coal Transport Pvt Ltd* - 2900
One Point Reality Pvt Ltd* - 15000
S3H Reality Pvt Ltd* - 1900000
Mahavir Benefications Pvt Ltd 1040000 1040000
Param Mitra Investments Limited 3486233 3486233
Four Corner Developers Private Limited* - 2400000
Tandem Commercial Pvt Ltd 1880000 1880000
Aristocrat Merchant Pvt. Ltd 40000 40000
Midland Vincom Pvt. Ltd 40000 40000
Natraj Tie-up Pvt. Ltd 178750 178750
Siddidata Sales Pvt. Ltd 50000 50000
Global Estate & Developers Pvt. Ltd* - 200000
Indus Best Mega Food Park Pvt ltd 1878800 1878800
Chhattisgarh Land & Building Developers Pvt Ltd (Equity Shares)* 4450000
Chhattisgarh Land & Building Developers Pvt Ltd(Preference Shares)* 200000
Kartikay Resources & Power Gen Pvt Ltd* - 2385000

*These companies ceased to be the associate companies of M/s Sindhu Trade Links Limitedw.e.f. 31.03.2017

The Company has planned to undertake the various projects in accordance with theSchedule VII of the Companies Act 2013. The details of the proposed CSR activities to beundertaken by the company and the disclosures as per section 135 of the Companies Act readwith Companies ( Corporate Social Responsibility ) Rules2014 is disclosed separately asAnnexure -A.

During the year 2016-17 the Board of Directors met in each quarter and the proceedingsof the meeting are as per the provisions of the Companies Act 2013 alongwith all otherapplicable provisions. The details of the meeting of the Board of Directors have been setout separately in Corporate Governance Report.

The Company has received necessary declaration from each Independent Director undersection 149(7) of Companies Act 2013 that he/she meets the criteria of independence laiddown in section 149(6) of Companies act 2013 and as per the prescribed regulation of SEBI(Listing Obligations and Disclosure Requirements) regulations 2015.

Your Directors recommend no amount of dividend for the financial year 2016-17.

• Re-appointment of Director :

o Pursuant to the provisions of the Section 152 and other applicable provisions ifany of the Companies Act 2013 Sh. Rudra Sen Sindhu (DIN: 00006999) Director and Sh.Vrit Pal Sindhu ( DIN: 00033480) Director of the Company retire by rotation and beingeligible have offered themselves for re-appointment. Your director recommends hisre-appointment.

o Pursuant to the provisions of the Section 149 and Section 152 and other applicableprovisions if any of Companies Act 2013 Sh. Kuldip Singh Sindhu Mr. Samay Ram &Mr. Ram Niwas Hooda who meets the criteria for Independence as provided in Section 149(6)of Companies Act 2013 and not liable to retire by rotation and being eligible haveoffered themselves for re-appointment. Your director recommends their re-appointment for aperiod of 3 years from the 25th AGM to the 28th AGM of the Company.

• Resignation of Director/Key Managerial Personnel :

o Sh. Dev Suman Sindhu (Din No. 03071806) Non - Executive NonIndependent Director ofthe Company resigned from Directorship w.e.f 28.10.2016.

o Ms. Sweta Sindhu (Din No. 02291147) Non - Executive NonIndependent Director of theCompany resigned from Directorship w.e.f 28.10.2016.

• Appointment of Director/ Key Managerial Personnel:

o Mrs. Promila Bhardwaj (06428534) has joined our esteemed organization asNon-Executive Independent Director w.e.f. 28.10.2016.

o Ms. Suchi Gupta (A26066) has joined our esteemed organization as CompanySecretary/Key Managerial Personnel w.e.f. 28.10.2016

The Company has not invited/ accepted any deposits from the public during the yearended March 31 2017. There were no unclaimed or unpaid deposits as on March 31 2017.

Auditors' Report on the financial statements for the year ended on March 31 2017together with notes thereon is attached separately in this annual report. A perusal of thestatement reflects that it certifies true and fair view of state of affairs of theCompany. Further the report also contains the prescribed annexure (known as CARO). In thesaid annexure Auditors are required to give their observations on prescribed items. Inthe said Annexure Auditors while quoting the observations in respect of all the itemshave not made any qualification in respect any item.

The observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments.

Statutory Auditor :

M/s Nagar Goel & Chawla Chartered Accountants Statutory Auditors of the Companyhaving registration number FRN No. 009933N holding office until the conclusion of the 25thAnnual General Meeting whose liable to retire at the ensuing AGM has resigned.

M/s Divyank Khullar & Associates Chartered Accountants (FRN No. 025755N) has beenappointed as the Statutory Auditor of the Company from the Conclusion of this AnnualGeneral Meeting to hold office till the thirtieth Annual General Meeting of the Company.

Secretarial Auditor :

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Secretarial Audit hasbeen carried out by SVR & Co. Practicing Company Secretary.

The Secretarial audit report does not contain any qualification reservation andadverse remarks and the report is attached as "Annexure B".

The details of conservation of energy technology absorption & foreign exchangeearnings and outgo are as follows:

(A)Conservation of energy:

(i) the steps taken or impact on conservation of energy None
(ii) the steps taken by the company for utilizing alternate sources of energy None
(iii) the capital investment on energy conservation equipments None

(B) Technology Absorption:

(i) the efforts made towards technology absorption None
(ii) the benefits derived like product improvement cost reduction product development or import substitution None
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- None
(a) the details of technology imported None
(b) the year of import; None
(c) whether the technology been fully absorbed None
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof None
(iv) the expenditure incurred on Research and Development None

(C) Foreign exchange earnings and Outgo:

During the financial year the Company earned and spent the following foreign currency:

1. Foreign Currency Payment : Rs. 1596533000/-
2. Foreign Currency Income : Rs. 203331430/-

Information as required under the provisions of Rules 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is set out in AnnexureC to the Directors' Report.

Pursuant to the requirement under section 134(3)(C) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

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

• the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at March 31 2017 andof the profit and loss of the company for that period.

• the directors had 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;

• the directors had prepared the annual accounts on a going concern basis;

• the directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively;and

• the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively

In terms of Clause 49 of the Listing Agreement the Company has constituted a RiskManagement Committee on 13 November 2014 for framing implementing and monitoring therisk management policy of the Company.

The Committee has adopted a Charter that outlines the role responsibilities and powerof the Committee and the procedure for organizing the meeting of the Committee. FurtherRisk Management Plans and Policies of the Company stimulates the development review andrevision of the organization's practices and protocols in light of identified risks andchosen loss prevention and reduction strategies. Principles of the Plan provide thefoundation for developing key policies and procedures for day-to-day risk managementactivities.

In accordance with the section 177(9) of the Act read with Regulation 22 of the SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 Company has formulateda Vigil Mechanism/Whistle Blower Policy for its Directors and employees to report concernsabout unethical behaviour actual or suspected fraud or violation of the Company'sfundamental code of conduct. The details of the same are made available on the Company'swebsite www.sindhutrade.com.

The board of directors has carried out an annual evaluation of its own performanceBoard committees and Individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed under SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 which has been set out in theCorporate Governance Report

A brief report on the criteria of selection of Executive and Non-executiveDirectors/Chairman CEO Senior Management employees their Remuneration policy includingcriteria for determining qualifications positive attributes independence of director andother matters provided under sub-section (3) of section 178 has been set out separately inCorporate Governance Report.

Particulars of loans guarantees given and investments made during the year inaccordance with Section 186 of the Companies Act 2013 is annexed to this report as"Annexure D".

All related party transactions entered during the year were on arm's length basis andin the ordinary course of business. Prior omnibus approval was taken at the auditcommittee for the transactions which are foreseen and/or repetitive in nature. The policyon the related party transactions duly approved by the Board is uploaded on company'swebsite and can be accessed at www.sindhutrade.com.

During the year under review all the transactions with the related party Particularsof the contracts or arrangements with related parties referred to in sub-section (1) ofsection 188 read with Rules as applicable is annexed herewith as "Annexure E".

Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 extract of annual return in Form MGT-9 isenclosed herewith as Annexure-F.

The Company keeps its Directors informed of the activities of the Company itsmanagement and operations and provides an overall industry perspective as well as issuesbeing faced by the industry. The details of various familiarization programmes provided tothe Independent Directors of the Company is available on the Company's websitewww.sindhutrade.com.

The Company has an Internal Control System which ensures that all transactions areauthorised recorded and reported correctly and assets are safeguarded and protectedagainst loss from unauthorized use or disposition. In addition there are operationalcontrols and fraud risk controls covering the entire spectrum of internal financialcontrols. The Internal Audit is being done by the independent Chartered Accountants whomonitors and evaluates the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting Procedures and policies at alllocations of the Company and its subsidiaries. All these measures facilitate timelydetection of any irregularities and early remedial steps.

No significant audit observations and recommendations have been received from theInternal Auditors of the Company.

The company has formulated and adopted a Sexual harassment policy in line with theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder to redress and prevent all the complaints ofsexual harassment at workplace. An Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All female employees (permanentcontractual temporary trainees) as well as any woman visiting the Company's officepremises or women service providers are covered under this policy.

During the year 2016-17 no complaints were received by the Company related to sexualharassment.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate the trading in securities by the Directors and designated employees of theCompany. The purpose of the Code is to prevent the misuse of any price sensitiveinformation through dealing in the shares of the company by directors officers andemployees of the company. Further the company has adopted the trading window closurepolicy to prevent the directors officers and employees of the company from trading inthe securities when there is unpublished price sensitive information.

All Board Directors and the designated employees have confirmed compliance with theCode

The company firmly believes in the principles of the good Corporate Governance Adetailed report on corporate governance in accordance with the Listing Agreementseparately forms part of this annual report.

The Management Discussion and Analysis Statement as required under Regulation 34 of theSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 is disclosedseparately in this annual report.

The Equity Shares of the Company is listed on Bombay Stock Exchange. These shares weretraded during the year under review at the Exchange. The Status of Listing of shares atthese Stock Exchanges is given in the Corporate Governance Report.

Your Directors place on record their deep appreciation to the shareholders businessassociates and financial institutions at all levels for their consistent support andencouragement of the Company. The enthusiasm and beneficent efforts of the employees haveenabled the Company to remain at the leading- edge of the Industry. Your Directors wouldalso like to acknowledge the constructive suggestions from the statutory auditors forensuring the accurate and authentic compliances for the Company.

By Order of the Board of Directors
For Sindhu Trade Links Limited
Place: New Delhi (Vir Sen Sindhu) (Rudra Sen Sindhu)
Dated: 28.08.2017 Managing Director Director
Din no.-00034773 Din No.-00006999