Directors Report of Legacy Mercantile Ltd.

Mar 31, 2014

Dear Shareholders,

The Directors have great pleasure in presenting the 3rd Annual Report together with the Audited Balance Sheet as at 31st March, 2014 and Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS

During the year under review the Company earned an income of Rs. 69802591/-. The expenses amounted to Rs 69185337/-.

PUBLIC DEPOSIT

The Company has not accepted any deposits during the year under review.

INDUSTRIAL RELATIONS

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

DIVIDEND

Your Directors feel that Company should re-invest the profit in the business. It is advisable to target growth in the existing business areas while simultaneously investing in improving capacity utilization activities during the year to cater to the future.

In order to meet its growing fund requirement and to conserve its resources for future expansions, the Directors have decided not to recommend the dividend for the current year.

DIRECTORS

Ms. Shikha Garg and Mr. Saurav Rastogi who were co-opted as Additional Director on the board of the company with effect from February 10, 2014 and February 22, 2014, cease to hold the office at this Annual General Meeting however, proposed to be appoint as an Independent Director and non executive non independent director respectively and in respect of them a notice under section 160 of the Companies Act, 2013 has been received from a member along with requisite deposit proposing his candidature for the office of an Independent Director on the Board of the Company. Therefore Board approved their appointment.

Pursuant to Section 149 of the Companies Act, 2013(new act) read with the Rules made thereunder, the Independent Directors shall hold office for a period of upto 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of upto 5 years each. In terms of Presently, Mr. Sushil Kumar and Ms. Shikha Garg are the Independent Directors of the Company. As per their existing terms of appointment, all of them are liable to retire by rotation. However, under the new act and the Listing Agreement, they may be appointed afresh with a fixed period of upto 5 years.

The Board considered the independence of each of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and the Listing Agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed in the above provisions and can be appointed as Independent Directors. All the proposed Directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law management, marketing, administration, technical operations and other disciplines related to Companys business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with their appointment, the Board has recommended their appointment as Independent Directors of the Company to hold office for a term of five consecutive years commencing from the date of Annual General Meeting of the Company.

CONVERSION OF THE COMPANY FROM "PRIVATE LIMITED" TO "LIMITED"

During the Year 2013-2014, Our Company was converted in to a Public Limited Company and consequently the name was changed to "Legacy Mercantile Limited" vide fresh certificate of incorporation dated February 18, 2014 issued by the Registrar of Companies, National Capital Territory of Delhi & Haryana.

CHANGE IN REGISTERED OFFICE

During the Year the Company changed its registered office w.e.f 26th February, 2014 to FLAT A - 4, First Floor, Acharya Niketan, Mayur Vihar Phase - I Opp Fine Home Society, Delhi, 110091.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The company''s operations do not involve energy consumption and there is no area where energy conservation measures could be initiated.

SUBSIDARY COMPANIES

The Company does not have any subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

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

PARTICULAR OF EMPLOYEES

Your Directors would like to place on record their deep appreciation of all employees for dedicated and sincere services rendered by them.

The Statement of employees required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 1975 is not annexed, as there are no employees drawing salary exceeding the present limits as provided under the Act i.e. drawing monthly remuneration exceeding Five Lakh Rupees and annual remuneration exceeding Sixty Lakh Rupees.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors hereby confirm that:-

(i) In the preparation of the annual accounts for the year ended March 31, 2014, the applicable Accounting Standards have been followed and proper explanations were provided for material departures, if any.

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the period under review.

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

(iv) The Directors had prepared the annual accounts for the financial year ended March 31, 2014, on a going concern basis.

AUDITORS & AUDITORS'' REPORT

M/s Gyanesh Gupta & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for reappointment as Statutory Auditors and your Directors recommend their appointment for the ensuing year.

The observations of the Auditors together with the Notes on the Accounts are self explanatory and, therefore do not require further comments.

APPRECIATION

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from lenders, business associates, banks, financial institutions, shareholders, various Statutory Authorities and society at large. Your Directors also place on record, their appreciation for the contribution and hard work of employees of the Company at all levels.

For and on behalf of the Board of Directors Legacy Mercantile Limited

Sd/- Sd/- Date: 01.09.2014 Saurav Rastogi Saurabh Sharma Place: New Delhi (Director) (Director) DIN NO: 05217855 DIN NO: 06842375

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Mar 31, 2013

Dear Members,

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

FINANCIAL RESULT 2012-13 2011-12

Total income 223,523,089.00 24,295,000.00

Profit before Tax 186,236.56 75,546.44

Provision for Income Tax 57,548.00 23,344.00

Profit after tax 128,688.56 52,202.44

Profit adjusted 0.00 0.00

Profit carried to Balance Sheet 128,688.56 52,202.44

DIRECTORS

Mr. Lalit Kumar has been appointed as a Director of the Company during the year.

AUDITORS

M/s SHOBHIT BANSAL & ASSOCIATES Chartered Accountants, has been re- appointed as the auditor of the company to hold the office from conclusion of this AGM until the conclusion of next annual general meeting on such remuneration as decided by the Board of Director.

AUDITORS OBSERVATIONS/ QUALIFICATIONS

The Auditors'' Observation and/or Qualifications are detailed in the Auditors'' Report annexed hereto and are self explanatory and be read together with the notes to the Accounts in the Schedules annexed to the Account.

The Company is neither engaged in manufacturing activity nor has required any technology for absorption. During the year the Company has not earned or used any Foreign exchange. Hence there is nothing to be disclosed under Section 217 (1) (e) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees in the Company employed throughout the year or employed part of the year and nil receipt of remuneration respectively. So no information is required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended up to date.

DIRECTORS'' RESPONSIBILITY STATEMENTS

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to the material departures;

(ii) That the directors had selected Mercantile accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year;

(iii) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to place on record with appreciation the continued assistance and co- operation extended by Company''s bankers.

By order of the Board LEGACY MERCHANTILE PRIVATE LIMITED

Date: 02/09/2013 Place: New Delhi Sd/- Sd/- [Director] [Director] Anil Kumar Talwar Lalit Kumar

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Mar 31, 2012

Dear Members,

FINANCIAL RESULT 2011-12 2010-11

Total income 24295000.00 -

profit (loss) before Tax 75546.44 -

Provision lor Income lax 23344.00 -

Profit i Loss) after lax 52202.44 -

Profit,(loss) adjusted 0.00 -

Profit/(loss) carried to Balance Sheet 52202.44 -

DIRECTORS

i here has not been any change in the Board of Directors of the company during the year under review.

AUDITORS

Shobhit Bansal & Associates has been appointed as the auditor of the com pan;- to hold the office from conclusion of this AGM until the conclusion of next annual general meeting on such remuneration as decided by the Board of Director.

AUDIORS OBSERVATIONS/ QUALIFICATIONS

The xuditors Observation and/or Qualifications are detailed in the Auditors' Report annexed hereto and are self explanatory and be read together with the notes to the Accounts in the Schedules annexed to the Account.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

I he Company is neither engaged in manufacturing activity nor has required any technology for absorption. During the year the Company has not earned or used any Foreign exchange.

I lence there is nothing to be disclosed under Section 217(1) (e) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees in the Company employed throughout the year or employed part of the year and were in receipt of remuneration not less than Rs.24,00,000/-p.a or Rs.2,00.000/- per month respectively. So no information is required to be furnished under Section 217(2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rule. 1975 as amended up to date.

DIRECTORS' RESPONSIBILITY STATEMENTS

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to the material departures;

(ii) That the directors had selected Mercantile accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year;

(iii) I hat the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual accounts on a going concern basis ACkNOWLEDGEM ENT

Your Directors would like to place on record with appreciation the continued assistance and co-operation extended by Company's bankers.

By order of the Board For LEGACY MERCANTILE PRIVATE LIMITED

Date: Is' September. 2012 Place: New Delhi

[Director (Director)