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Directors Report of Sindhu Trade Links Ltd.

Mar 31, 2014

Dear Members,

The directors have immense pleasure in presenting their 22nd Annual Report together with the Audited Statement of Accounts for the financial year ended on 31st March 2014.

1. FINANCIAL RESULTS

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

(Amount in lacs)

Particulars For the year For the year ended 2014 ended 2013

Net profit/(Loss) before interest, tax & Depreciation (EBIDTA) 5920.58 5444.35

Less: Interest & financial charges 2294.63 1307.48

Net Profit & (Loss) before Tax & Depreciation (PBDT) 3625.95 4136.87

Less: Depreciation 521.69 650.20

Net profit/(loss) after Depreciation before Tax (PBT) 3104.26 3486.65

Less: Provision for Income Tax-Current 1093.43 1161.91

Provision for Income Tax - Deferred (49.05) (20.28)

Provision for fringe benefit tax - -

Provisions for earlier years - -

Tax Paid for earlier years - -

Other Adjustments - -

Total Profit/(Loss) transferred to balance sheet 2059.88 2345.04

2. OPERATION

During the year under report, the Company extracts its major revenue from the logistics, trading of oil and lubricants and investment and finance operations.

3. KEY SUBSIDIARIES:

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

=> HARI BHOOMI COMMUNICATIONS PRIVATE LIMITED (HBCPL)

Introduction:

Hari Bhoomi Communications Private Limited is a Private Limited Company incorporated on 08.05.2007 by Registrar of Companies, National Capital Territory of Delhi and Haryana. The company took over a running business of printing and publishing of newspaper named as "Hari Bhoomi" from M/s Sindhu Holdings Limited. Presently, the company is engaged in Publication of daily newspaper of Hindi in the State of Chhatisgarh, Madhya Pradesh, Delhi and Haryana, Bhopal under the name "Hari Bhoomi".

Specialised Areas:

This newspaper contains news of current events, informative articles, diverse features and advertising. It has contributed immensely in the field of media through its eye-opening articles and independent views. "Hari Bhoomi" was started initially as a Weekly in 1996 but later on in 1998 it became a Daily. It was the first Daily to be published from Rohtak(Haryana). "Hari Bhoomi" launched its first edition in Chhatisgarh in 2001 from Bilaspur and added Raipur in 2002. Hari Bhoomi started its Jabalpur 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 (Two esteemed organisations of Newspapers/Magazines/Advertising Agencies/Advertisers) and also member of MRUC (Media Research Users Council), an organisation conducting Indian Readership Survey.

% of Holding by the Company:

The present authorised share capital of the company is Rs. 2,50,00,000/- divided into 25,00,000 equity shares of Rs. 10/- each. The present paid-up share capital of the company is Rs. 2,24,00,000/- divided into 22,40,000 equity shares of Rs. 10/- each. STLL is holding 79.24% of the paid up capital of HBCPL.

=> INDUS AUTOMOBILES PRIVATE LIMITED (IAPL)

A Private Limited Company incorporated on 31st March, 2011 by Registrar of Companies, National Capital Territory of Delhi and Haryana. The company acts from manufacturers to retailers, stores and warehouses, importers, exporters, repairers, hirers in all types of automotive vehicles usable on land, sea or air and to do all the allied activities relating thereto.

Present Financial Structure and % of holding of STLL

The present authorised share capital of the company is Rs. 5,00,000/- divided into 50,000 equity shares of Rs. 10/- each. The present paid-up share capital of the company is Rs. 2,50,000/- divided into 25,000 equity shares of Rs. 10/- each. STLL is holding 60% of the paid up share capital of IAPL.

=> INDUS AUTOMOTIVES PRIVATE LIMITED(In APL)

A Private Limited Company incorporated on July 05, 2013 by Registrar of Companies, National Capital Territory of Delhi and Haryana. The company acts from manufacturers to retailers, stores and warehouses, importers, exporters, repairers, hirers in all types of automotive vehicles usable on land, sea or air and to do all the allied activities relating thereto.

Present Financial Structure and % of holding of STLL

The present authorised share capital of the company is Rs. 5,00,000/- divided into 50,000 equity shares of Rs. 10/- each. The present paid-up share capital of the company is Rs. 2,50,000/- divided into 25,000 equity shares of Rs. 10/- each. STLL is holding 60% of the paid up share capital of In APL.

=> SHYAM INDUS POWER SOLUTIONS PRIVATE LIMITED( SIPSPL)

Introduction:

A Private Limited Company incorporated on 24th June, 2004 by Registrar of Companies, National Capital Territory of Delhi and Haryana. It is an ISO 9001 certified project engineering, procurement, and Construction Company established in June 2004 with Registered Office/Head office in New Delhi. It has seen multifold growth since its inception. SIPSPL is a well renowned company in the Power Sector. It is known in the industry for commitment, quality & unmatched services. The strength of the company is well qualified and committed team equipped with latest technology to carry out the turnkey power project in a timely manner with innovative approach.

Specialised Areas:

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

Area of Business:

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

% of Holding by the Company:

The present authorized share capital of the Company is Rs. 30,00,00,000/- divided into 3,00,00,000 equity shares of Rs. 10/- each. The present paid-up share capital of the company is Rs. 27,16,85,000/- divided into 2,71,68,500 equity shares of Rs. 10/- each. ("STLL") is holding 56.84% of the paid up capital of SIPSPL.

The below mentioned list of Companies are subsidiaries of SIPSPL which itself is a subsidiary of STLL:

Name of Subsidiaries of Shyam Date of Incorporation Indus Power Solutions Private Limited which itself is a subsidiary of STLL

Subsidiary of SIPSPL since incorporation

-> Shyam Indus Solar Power May 14, 2010 by Registrar of Private Limite (SISPPL) Companies, National Capital Territory of Delhi And Haryana.

-> Shyam Indus Hydel Power August 26, 2010 by Registrar of Private Limited (SIHPPL) Companies, National Capital Territory of Delhi and Haryana.

-> Shyam Indus Energy Private August 24, 2010 by Registrar of Limited (SIEPL) Companies, National Capital Territory of Delhi and Haryana.

-> Vaishnawi Energy April 01, 2011 by Registrar of Distribution Private Limited Companies, National Capital Territory (VEDPL) of Delhi and Haryana.

-> SIPS Power Distribution February 10, 2012 by Registrar of Private Limited (SIPS PDPL) Companies, National Capital Territory of Delhi and Haryana.

-> SIPS Utilities Private February 03, 2012 by Registrar of Limited (SIPS UPL) Companies, National Capital Territory of Delhi and Haryana.

-> River Side Utilities Private November 09, 2012 by Registrar of Limited (RSUPL) Companies, National Capital Territory of Delhi and Haryana.

-> Seaside Utilities private December 11, 2012 by Registrar of Limited (SUPL) Companies, National Capital Territory of Delhi and Haryana.

Subsidiary of SIPSPL on 15.09.2010

-> Flair Electric Projects January 09, 2006 by Registrar of Private Limited (FEPPL) Companies, National Capital Territory of Delhi and Haryana.



Name of Subsidiaries of Shyam Main Objects of the Company Indus Power Solutions Private Limited which itself is a subsidiary of STLL

Subsidiary of SIPSPL since incorporation

-> Shyam Indus Solar Power To carry out, and run solar power Private Limite (SISPPL) generating plants, all necessary substances etc. for generating, conservation, distribution and supply of electricity for commercial, industrial and consumable purpose.

-> Shyam Indus Hydel Power To deal in the purchasing, selling, Private Limited (SIHPPL) importing, exporting, producing, trading, manufacturing, or otherwise dealing in all aspects of planning, consultancy, investigation, research, design and preparation of preliminary, feasibility and definite project reports, construction, generation, operation and maintenance of Hydroelectric power stations and projects and other allied activities.

-> Shyam Indus Energy Private To carry on in India or elsewhere Limited (SIEPL) the business to generate, receive, produce, improve, buy, sell, resell, acquire,use, transmit, accumulate, employ, distribute, develop, handle, protect, supply and to act as agent, broker,representative, consultant, collaborator, or otherwise to deal in hydraulic power plants, thermal power plants,atomic power plants, wind power plants, solar power plants and other power plants based on any source of energy as may be developed or invented in future.

-> Vaishnawi Energy The company deals in all kinds of Distribution Private Limited sources of energy and buy, sell, (VEDPL) supply, function as a licensee and deal in electrical power and energy to the State Electricity Boards, State Government, appropriate authorities etc. in the state of Himachal Pradesh and Punjab upto 33 KV.

-> SIPS Power Distribution To carry on the business purchase, Private Limited (SIPS PDPL) use, sale, supply, distribute Power by any means of hydro, solar, wind power, Thermal, Atomic at power station, and other allied industries.

-> SIPS Utilities Private To carry on the business of Limited (SIPS UPL) generation, develop, purchase, use, sale, supply, distribute Power by any means of hydro, solar, wind power, Thermal, Atomic at power station, to erect, commissioning of transmission lines and to undertake turnkey projects for power generation and other power projects.

-> River Side Utilities Private To distribute and supply of energy Limited (RSUPL) whether conventional or non-conventional and to construct, fix facilities necessary for distribution and supply for electricity for every purpose in the state of Orissa.

-> Seaside Utilities private To distribute and supply of energy Limited (SUPL) whether conventional or non-conventional and to construct, fix facilities necessary for distribution and supply for electricity for every purpose in the state of Orissa.

Subsidiary of SIPSPL on 15.09.2010

-> Flair Electric Projects To undertake distribution of power Private Limited (FEPPL) purchased from power plants, acquire, manufacture and deal in all equipments etc. for distribution of power and provide all manpower solutions for the same activities.



Name of Subsidiaries of Shyam Present Financial Structure and % of Indus Power Solutions Private holding in the Company by "SIPSPL" Limited which itself is a subsidiary of STLL

Subsidiary of SIPSPL since incorporation

-> Shyam Indus Solar Power The paid up share capital of the Private Limite (SISPPL) company is Rs. 91,00,000/- divided into 910.000 equity shares of Rs. 10/- each. SIPSPL (Subsidiary of STLL) is holding 99.50% of the share capital of SISPPL.

-> Shyam Indus Hydel Power The paid up share capital of the Private Limited (SIHPPL) company is Rs. 1,00,000/- divided into 10.000 equity shares of Rs. 10/- each. SIPSPL (Subsidiary of STLL) is holding 100.00% of the share capital of SIHPPL. The Company is a wholly-owned subsidiary of SIPSPL.

-> Shyam Indus Energy Private The paid up share capital of the Limited (SIEPL) company is Rs. 1,00,000/- divided into 10.000 equity shares of Rs. 10/- each. SIPSPL (Subsidiary of STLL) is holding 100.00% of the share capital of SIEPL. The Company is a wholly-owned subsidiary of SIPSPL.

-> Vaishnawi Energy The paid up share capital of the Distribution Private Limited company is Rs. 1,00,000/- divided (VEDPL) into 10.000 equity shares of Rs. 10/- each. SIPSPL (Subsidiary of STLL) is holding 60.00% of the share capital of VEDPL.

-> SIPS Power Distribution The paid up share capital of the Private Limited (SIPS PDPL) company is Rs. 1,00,000/- divided into 10.000 equity shares of Rs. 10/- each. SIPSPL (Subsidiary of STLL) is holding 99.00% of the share capital of SIPS PDPL.

-> SIPS Utilities Private The paid up share capital of the Limited (SIPS UPL) company is Rs. 1,00,000/- divided into 10.000 equity shares of Rs. 10/- each. SIPSPL (Subsidiary of STLL) is holding 99.00% of the share capital of SIPS UPL.

-> River Side Utilities Private The paid up share capital of the Limited (RSUPL) company is Rs. 1,51,00,000/- divided into 1510000 equity shares of Rs. 10/- each.

SIPS UPL (Subsidiary of SIPSPL) is holding 76.00% of the share capital of RSUPL.

-> Seaside Utilities private The paid up share capital of the Limited (SUPL) company is Rs. 51,00,000/- divided into 5,10,000 equity shares of Rs. 10/- each. SIPS UPL (Subsidiary of SIPSPL) is holding 76.00% of the share capital of SUPL.

Subsidiary of SIPSPL on 15.09.2010

-> Flair Electric Projects The paid up share capital of the Private Limited (FEPPL) company is Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10/- each. SIPSPL (Subsidiary of STLL) is holding 55.00% of the share capital of FEPPL.

4. COMPLIANCE FOR SUBSIDIARIES:

Vide General Circular No.: 2/2011 dated 8th February, 2011, the Ministry of Corporate Affairs, GOI has granted a general exemption to companies from attaching the Balance Sheet, Profit and Loss Account and other documents referred to in Section 212 (1) of the Act in respect of its subsidiary companies, subject to fulfillment of the conditions mentioned therein. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiary companies is contained in the report. The Annual Accounts of the subsidiary companies are open for inspection by any Member/Investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary companies who may be interested in obtaining the same.

Further, the Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the Company''s Head Office. The Company has done required compliances as applicable on Listed Companies.

5. DIVIDEND

Your Directors recommend no amount of dividend for the financial year 2013-14.

6. DIRECTORS

Sh. Vir Sen Sindhu, was appointed as a Whole Time Director at the meeting of the Board of Directors held on 25th October, 2013. The resolution was placed for shareholders approval.

Sh. Rudra Sen Sindhu, Director of the Company retire by rotation and being eligible, has offered himself for re-appointment. Your director recommends their re-appointment.

7. PUBLIC DEPOSITS

The Company has not invited or accepted any public deposits within the meaning of Section 58A & 58AA of the Companies Act, 1956 during the year under review.

8. AUDITOR''S REPORT

The Report of Auditors'' on Annual Account of the company for the year ended on 31st March, 2014 is self explanatory. Hence, no explanation is required to be given.

9. AUDITOR

M/s Nagar Goel & Chawla, Chartered Accountants, New Delhi (bearing ICAI Registration No.009933N) retiring Statutory Auditors of the Company are proposed to be re-appointed as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting (AGM) till the conclusion of the 25th AGM of the Company to be held for the financial year ended on 31st March, 2017, subject to ratification of their appointment by the members at every AGM held after the ensuing AGM. The Company has complied with the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, as may be applicable, with regard to the appointment of the auditor. Your directors recommend their re-appointment as statutory auditors of the Company.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The provision of section 217(1) (e) of the Companies Act, 1956 is not applicable to our Company. Hence, Statement detailing the particulars required under the said section read with the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 are not being furnished. There was no foreign exchange earnings and outgo in the company during the financial year.

11. PARTICULARS OF EMPLOYEE U/S 217 (2A) OF THE COMPANIES ACT, 1956

None of the employees of the Company has drawn salary in excess of the limits prescribed in the section 217(2A) of the Companies act, 1956 read with Companies (Particulars of employees) Rules, 1975 and hence no such list is being provided.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2014, the applicable Accounting Standards had been followed along with proper explanation relating to the material departures.

b) That the Directors had selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit or loss of the Company for that period.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud or other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

13. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

A detailed report on corporate governance and management discussion and analysis statement prepared in accordance with the listing agreement forms part of this report.

14. LISTING OF SHARES

The Equity Shares of the Company is listed on Delhi Stock Exchange, and Bombay Stock Exchange. These shares were traded during the year under review at the Bombay Stock Exchange. The Status of Listing of shares at these Stock Exchanges is given in the Corporate Governance Report.

15. ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to the shareholders, business associates, and financial institutions at all levels for their consistent support and encouragement of the Company. The enthusiasm and beneficent efforts of the employees have enabled the Company to remain at the leading- edge of the Industry. Your Directors would also like to acknowledge the constructive suggestions from the statutory auditors for ensuring the accurate and authentic compliances for the Company.

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

Sd/- sd/- Place: New Delhi (Satyapal Sindhu) (Vir Sen Sindhu) Dated: 21st August, 2014 Managing Director Whole-Time Director Din no.-00218355 Din No.-0034773


Mar 31, 2013

The Members,

Sindhu Trade Links Limited

The directors have immense pleasure in presenting their 21ST Annual Report together with the Audited Statement of Accounts for the financial year ended on 31st March 2013.

1. FINANCIAL RESULTS

The financial results for the year under reviews are as follows: (Amount in Rupees)

Particulars Standalone Consolidated For the year For the year For the year For the year ended 2013 ended 2012 ended 2013 ended 2012

Net profit /(Loss) before interest, tax & 544434987 396037942 636142176 619268973 Depreciation (EBIDTA)

Less: Interest & financial charges 130748283 60728487 253873658 128920321

Net Profit & (Loss) before Tax & 413686704 335309455 382268518 490348652 Depreciation (PBDT)

Less: Depreciation 65020761 56010077 129832304 108543540

Net profit /(loss) after Depreciation 348665943 279299378 252436214 381805112 before Tax (PBT)

Add: Balance in Profit/(Loss) Account 327600308 116556454 637469834 293714558 brought forward from last year

Less: Provision for Income Tax- Curren 116191650 68182355 157865532 103323142

Provision for Income Tax- Deferr (2028778.74) (505143) (5184429) (223205)

Provision for fringe benefit tax - - - -

Provisions for earlier years - - 529825 578312

Tax Paid for earlier years (529825) (578312) 9934561 -

Other Adjustments - - (112328408) 21423943

Total Profit/(Loss) available for 561573555 327600308 614,432,151 464,695,781 appropriation



2. OPERATION

During the year under report, the Company extracts its major revenue from the logistics, trading of oil and lubricants, investment and finance and from media operations.

3. KEY SUBSIDIARIES:

The subsidiaries in which the shareholding of the Company is presently more than half of the nominal capital of the Company as per section 4(1)(b) of the Companies Act, 1956 are:

3 SHYAM INDUS POWER SOLUTIONS PRIVATE LIMITED( SIPSPL)

Introduction:

A Private Limited Company incorporated on 24th June, 2004 by Registrar of Companies, National Capital Territory of Delhi and Haryana. It is an ISO 9001 certified project engineering, procurement, and Construction Company established in June 2004 with Registered office /Head office in New Delhi. It has seen multifold growth since its inception. SIPSPL is a well renowned company in the Power Sector. It is known in the industry for commitment, quality & unmatched services. The strength of the company is well qualified and committed team equipped with latest technology to carry out the turnkey power project in a timely manner with innovative approach.

Specialised Areas:

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

Area of Business:

The Company has its business operations in Delhi, Haryana, Punjab, Himachal Pradesh, Madhya Pradesh, Chhattisgarh , Uttar Pradesh, Kerala, Karnataka. It is also exploring possibilities of business and ventures in other states of the country.

Achievements:

- A transmission line job of 132 kv a, 66kv and 220 kv of in Haryana funded by world bank.

- 33/11 KV GIS (Gas insulated substation) in Himachal Pradesh State Electricity board.

% of Holding by the Company:

The present authorised share capital of the company is Rs. 30,00,00,000/- divided into 3,00,00,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs.25,16,85,000/- divided into 2,51,68,500 equity shares of Rs. 10/- each. ("STLL") is holding 59.08% of the nominal capital of SIPSPL.

O HARI BHOOMI COMMUNICATIONS PRIVATE LIMITED (HBCPL)

Introduction:

Hari Bhoomi Communications Private Limited is a Private Limited Company incorporated on 08.05.2007 by Registrar of Companies, National Capital Territory of Delhi and Haryana. The company took over a running business of printing and publishing of newspaper named as "Hari Bhoomi'' from M/s Sindhu Holdings Limited. Presently, the company is engaged in Publication of daily newspaper of Hindi in the State of Chhatisgarh, Madhya Pradesh, Delhi and Haryana under the name "Hari Bhoomi".

Specialised Areas:

This newspaper contains news of current events, informative articles, diverse features and advertising. It has contributed immensely in the field of media through its eye-opening articles and independent views. "Hari Bhoomi" was started initially as a Weekly in 1996 but later on in 1998 it became a Daily It was the first Daily to be published from Rohtak(Haryana). "Hari Bhoomi" launched its first edition in Chhatisgarh in 2001 from Bilaspur and added Raipur in 2002. Hari Bhoomi started its Jabalpur Edition in 2008. Very recently, Hari Bhoomi started its edition from Raigarh (Chhatisgarh).

Hari Bhoomi is a member of Indian Newspaper Society, Audit Bureau of Circulations (Two esteemed organisations of Newspapers/Magazines/Advertising Agencies/Advertisers) and also member of MRUC (Media Research Users Council), an organisation conducting Indian Readership Survey.

% of Holding by the Company:

The present authorised share capital of the company is Rs. 2,00,00,000/- divided into 20,00,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs.1,74,00,000/- divided into 17,40,000 equity shares of Rs. 10/- each. STLL is holding 73.27% of the nominal capital of HBCPL.

3 INDUS AUTOMOBILES PRIVATE LIMITED (IAPL)

A Private Limited Company incorporated on 31st March, 2011 by Registrar of Companies, National Capital Territory of Delhi and Haryana.The company acts from manufacturers to retailers, storers and wharehousers, importers, exporters, repairers, hirers in all types of automotive vehicles usable on land, sea or air and to do all the allied activities relating thereto.

Present Financial Structure and % of holding of STLL

The present authorised share capital of the company is Rs. 5,00,000/- divided into 50,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs.2,50,000/- divided into 25,000 equity shares of Rs. 10/- each. STLL is holding 60% of the nominal share capital of IAPL.

O INDUS AUTOMOTIVES PRIVATE LIMITED(In APL)

A Private Limited Company incorporated on July 05, 2013 by Registrar of Companies, National Capital Territory of Delhi and Haryana.The company acts from manufacturers to retailers, storers and wharehousers, importers, exporters, repairers, hirers in all types of automotive vehicles usable on land, sea or air and to do all the allied activities relating thereto.

Present Financial Structure and % of holding of STLL

The present authorised share capital of the company is Rs. 5,00,000/- divided into 50,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs.2,50,000/- divided into 25,000 equity shares of Rs. 10/- each. STLL is holding 60% of the nominal share capital of In APL.

4. COMPLIANCE FOR SUBSIDIARIES:

Vide General Circular No.: 2/2011 dated 8th February, 2011, the Ministry of Corporate Affairs, GOI has granted a general exemption to companies from attaching the Balance Sheet, Profit and Loss Account and other documents referred to in Section 212 (1) of the Act in respect of its subsidiary companies, subject to fulfillment of the conditions mentioned therein. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiary companies is contained in the report. The Annual Accounts of the subsidiary companies are open for inspection by any Member / Investor and the Company will make available these documents / details upon request by any Member of the Company or to any investor of its subsidiary companies who may be interested in obtaining the same.

Further, the Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the Company''s Head Office.

As required under the Listing agreement with the Stock Exchanges, Consolidated Financial Statements of the Company is attached. In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) and other applicable Accounting Standards, issued by the Institute of Chartered Accountants of India, the subsidiaries, associates and Joint venture havebeen considered in the Consolidated Financial Statements of the Company.

5. DIVIDEND

Your Directors recommend no amount of dividend for the financial year 2012-13.

6. DIRECTORS

Sh. Rudra Sen Sindhu, Sh. Vir Sen Sindhu and Sh. Saurabh Sindhu were appointed as Additional Directors w.e.f. December 1, 2012. On June 16, 2013 Sh. Saurabh Sindhu resigned from the post of Directorship. Further, on July 01, 2013 Sh. Rudra Sen Sindhu was appointed as Non- Executive Chairman and Sh. Vir Sen Sindhu as Chairman cum Joint Managing Director by the consent of the Board of Directors of the Company. Sh. Vir Sen Sindhu, resigned from the post of Chairman cum Joint Managing Director w.e.f. 05.09.2013.

Sh. Vrit pal Sindhu and Sh. Dev Suman Sindhu, Directors of the Company retire by rotation and being eligible, have offered themselves for re-appointment. Your director recommends their re-appointment.

7. PUBLIC DEPOSITS

The Company has invited or accepted any public deposits within the meaning of Section 58A & 58AA of the Companies Act, 1956 during the year under review.

8. AUDITOR''S REPORT

The Report of Auditors'' on Annual Account of the company for the year ended on 31st March, 2013 is self explanatory. Hence, no explanation is required to be given.

9. AUDITOR

M/s Nagar Goel & Chawla, Chartered Accountants, New Delhi retire at the conclusion of ensuing annual general meeting and being eligible, have offered themselves for re-appointment. The company has received a certificate from them pursuant to section 224(1B) confirming their eligibility for re-appointment.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The provision of section 217(1) (e) of the Companies Act, 1956 is not applicable to our Company. Hence, Statement detailing the particulars required under the said section read with the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 are not being furnished. There was no foreign exchange earnings and outgo in the company during the financial year.

11. PARTICULARS OF EMPLOYEE U/S 217 (2A) OF THE COMPANIES ACT, 1956

None of the employees of the Company has drawn salary in excess of the limits prescribed in the section 217(2A) of the Companies act, 1956 read with Companies (Particulars of employees) Rules, 1975 and hence no such list is being provided.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2013, the applicable Accounting Standards had been followed along with proper explanation relating to the material departures.

b) That the Directors had selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit or loss of the Company for that period.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud or other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

13. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

A detailed report on corporate governance and management discussion and analysis statement prepared in accordance with the listing agreement forms part of this report.

14. LISTING OF SHARES

The Equity Shares of the Company is listed on Delhi Stock Exchange, Madras Stock Exchange, Calcutta Stock exchange and Bombay Stock Exchange. These shares were not traded during the year under review at the Bombay Stock Exchange. The Status of Listing of shares at these Stock Exchanges is given in the Corporate Governance Report.

15. ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to the shareholders, business associates, and financial institutions at all levels for their consistent support and encouragement of the Company. The enthusiasm and benficent efforts of the employees have enabled the Company to remain at the leading- edge of the Industry. Your Directors would also like to acknowledge the constructive suggestions from the statutory auditors for ensuring the accurate and authentic compliances for the Company.

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

Sd/- Sd/- Place: New Delhi (Satyapal Sindhu) ( Vir Sen Sindhu ) Dated: 06th September, Managing Director Director 2013


Mar 31, 2010

The Members,

The directors have pleasure in presenting their 18th Annual Report together with the Audited Statement of Accounts tor the year ended on 31st March 2010.

1. FINANCIAL RESULTS

The financial results for the year under reviews are as follows: (Rs.in lacs)

Particulars 2009-10 2008-09

Net profit /(Loss) before interest, tax & Depreciation (EBIPTA) 127.06 89.03

Less: Interest & financial charges 18.78 17.28

Net Profit & (Loss) before Tax & Depreciation (PBDT) 108.28 71.75

Less:Depreciation 0.58 0.24

Net profit / (loss) after Depreciation before Tax (PBT) 107.7 71.51

Add: Balance in Profit/(Loss) Account brought forward 216.96 177.50 from last year

Less: Provision for Income Tax- Current 37.28 22.11

Provision for Income Tax- Deferred 0.30 (0.02)

Provision for fringe benefit tax - 0.10

Transfer to reserve fund 14.03 9.86

Tax Paid for earlier year 0.12 -

Total Profit/(Loss) available for appropriation 272.93 216.96

(The company has transferred a sum of Rs. 14.03 lacs to Special Reserve Fund in compliance of Section 45 IC of the Reserve Bank of India Act, 1934.)

2. OPERATION

The Company has mainly focused on Investment and Financing Activities during the year and has earned a revenue of Rs. 139.98 Lacs from interest and other income.

3. DIVIDEND

Your Directors recommend no amount of dividend for the financial year 2009-10.

4. DIRECTORS

Sh. Kulbir Singh and Sh. Satish Kumar Sharma, Directors of the Company retire by rotation and being eligible, have offered themselves for re-appointment. Your director recommends their re- appointment.

5. PUBLIC DEPOSITS

The Company has not invited or accepted any public deposits within the meaning of Section 58A & 58AA of the Companies Act, 1956 and section 45-I(bb) of the Reserve Bank of India Art, 1934 during the year under review. The company does not hold any public deposit as on date and will not accept the same in future without the prior approval of Reserve Bank of India in writing.

6. AUDITOR'S REPORT

The Report of Auditors' on Annual Account of the company for the year ended on 3lst March, 2010 is self explanatory. Hence, no explanation is required to be given.

7. AUDITOR

M/s Nagar Goel & Chawla, Chartered Accountants, New Delhi retire at the conclusion of ensuing annual general meeting and being eligible, have offered themselves for re-appointment. The company has received a certificate from them pursuant to section 224(1B) confirming their eligibility for re-appointment.

8. CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The provision of section 217(1) (e) of the Companies Act, 1956 is not applicable to our Company. Hence. Statement detailing the particulars required under the said section read with the Companies (Disclosures of particulars in the report of Board of Directors} Rules, 1988 are not being furnished. There was no foreign exchange earnings and outgo in the company during the financial year.

9. PARTICULARS OF EMPLOYEE U/S 217 (2A) OF THE COMPANIES ACT, 1956

None of the employees of the Company has drawn salary in excess of the limits prescribed in the section 2l7(2A) of the Companies act, 1956 read with Companies (Particulars of employees) Rules, 1975 and hence no such list is being provided.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2010, the applicable Accounting Standards had been followed along with proper explanation relating to the material departures.

b) That the Directors had selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit or loss of the Company for that period.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud or other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

11. CORPORATE GOVERNANCE REPORT

A detailed report on corporate governance prepared in accordance with the listing agreement forms part of this report.

12. LISTING OF SHARES

The Equity Shares of the Company is listed on Delhi Stock Exchange, Madras Stock Exchange, Calcutta Stock exchange and Bombay Stock Exchange. These shares were traded during the year under review at the Bombay Slock Exchange. The Status of Listing of shares at these Stock Exchanges is given in the Corporate Governance Report.

13. MERGER/AMALGAMATION ACTIVITY:

Your directors decided that the company will be involved in the process of merger with other companies namely, M/s Sindhu Trade Links Limited, M/S Sindhu Holdings Limited, M/s Uttaranchal Finance Limited, M/s Parnami Habitat Developers Limited, M/s Suvidha Stock Broking Services Private Limited, M/s Reward Vinimay Private Limited and M/s Garuda Imaging And Diagnostic Private Limited . The scheme of merger/ amalgamation to that effect has been filed with Hon'ble court of Delhi in Delhi and Hon'ble Court of Kolkata in Kolkata. The First Order by Hon'ble Court of Delhi was passed for the said merger on 05th May, 2010.The court further directed to convene the shareholders meeting of M/s Bhandari Consultancy And Finance Limited, M/s Uttaranchal Finance Limited ( the company) . M/s Sindhu Trade Links Limited and M/s Parnami Habitat Developers Limited and the meeting of unsecured creditors of M/s Sindhu holdings Limited. The said meeting was conducted on 10.06.2010 as per court's direction under the Supervision of the chairpersons appointed by the court. The scheme got approved by the majority of shareholders and unsecured creditors. The chairpersons' reports of the said meetings were filed before the Hon'ble Court of Delhi at Delhi and Second Motion petition was duly filed thereafter. On July 12, 2010, the said petition is fixed for hearing by the Hon'ble Court of Delhi before the Hon'ble Company judge on November 09,2010 at 10:30 A.M. The merger/ amalgamation will enhance the shareholders value and will be beneficial to all the stakeholders.

14. ACKNOWLEDGEMENTS

The directors wish to place on record their gratitude to the Company's bankers for their support and co-operation. The directors also acknowledge with appreciation the support and co-operation rendered by various Government Agencies and Departments. Your Directors would also like to thank all the employees of the Company for putting in their hard work for the Company.

By Order of the Board of Directors For BHANDARI CONSULTANCY AND FINANCE LIMITED

(kulbir singh) ( Sanjay Hasija) Director Director



Place : New Delhi

Dated : 04th September, 2010