Directors Report of Sindhu Trade Links Ltd.

Mar 31, 2018

To

The Members,

Sindhu Trade Links Limited

The directors have immense pleasure in presenting their 26^th Annual Report together with the Audited Statement of Accounts for the financial year ended on 31^st March 2018.

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

(Amount in Lakhs)

	Stanc	alone
Particulars	For the Year ended March 31, 2018	For the Year ended March 31,2017
Total Income	97453.08	88877.78
Total Expenditure	87775.46	78448.74
Profit/Loss before Tax	9677.62	10429.04
Less: Current Tax	2923.15	2692.09
Deferred Tax	-64.18	-330.28
Adjustment for previous year	-	-
Income Tax For Earlier years	639.63	62.53
Extra-Ordinary Item	-	-
Profit/Loss after Tax	6179.02	8004.70
Less: Adj on consolidation	-	-
Add: Balance in the P&L Acct.	26114.24	19251.62
Sub-Total	32293.26	27256.32
Less: Transfer to Debenture Redemption Reserve Add: Prov. Adjustment for Earlier	(331.68)	(1142.09)
years Proposed Dividend on	-	-
Equity/Preference Shares Tax on Dividends	_	-
Share of profits in associates	-	-
Adjustment on consolidation	-	-
P&L Transfer to Resultant	-	—
company
Closing Balance	31961.58	26114.23

CHANGE IN ACCOUNTING POLICY/ PRINCIPLES

The Company has prepared its financial statement for the financial year ended 31st March, 2017 in accordance with the requirements of previous Generally Accepted Accounting Principles ("IGAAP" or "GAAP"), which includes Standards notified under the Companies (Accounting Standards) Rules, 2006.

The Company is required to prepare its financial statement in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013, (the ''Act''). The Company having Net worth of more than 400 crores is required to prepare its financial statements in accordance with Ind AS. Hence, during the year under review, the Company has first time prepared its financial statements in accordance with Ind AS 101. An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows of the Company is provided to the Annual Financial Statement of the Company for the financial year ended 31st March, 2018.

COMPANIES'' OPERATIONS

On standalone basis, the company has achieved the Total Revenue of Rs. 97453.08 Lakhs as against the Rs. 88877.78 Lakhs during the previous year. PBT was at Rs. 9677.62 Lakhs in current year as compared to Rs. 10429.04 Lakhs in previous year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

TRANSFER TO RESERVES

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

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

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

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

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

STATUS OF SUBSIDIARY COMPANIES, TOINT VENTURES AND ASSOCIATE

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

- 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 "M/ s Hari Bhoomi'' from M/s Sindhu Holdings Limited. Presently, the company is engaged in Publication of daily newspaper of Hindi in the State of Chhattisgarh, 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 Chhattisgarh 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 organizations of

Newspapers/Magazines/Advertising Agencies/Advertisers) and also member of MRUC (Media Research Users Council), an organization conducting Indian Readership Survey.

% of Holding by the Company:

The present authorised share capital of the company is Rs. 3,10,00,000/divided into 31,00,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs. 3,03,57,000/- divided into 30,35,700 equity

shares of Rs. 10/- each. STLL is holding 84.68% of the nominal capital of HBCPL.

- Indus Automotive Private Limited: A Private Limited Company incorporated on July 05, 2010 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.

Specialised Areas:

The Company is engaged in the business of trading of genuine automobiles spare parts, heavy earthmoving equipment parts, lubricants, tyres, tubes and flaps. The Company holds authorised dealership of Asia Motor Works Ltd (AMW Ltd) for commercial vehicles, for Tyres tube 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 Oil India Pvt Ltd., dealership for genuine automobiles spare parts of Ashoka Leyland, Tata Motors, Mahindra, Mico, TVS, Bosch, Telco, and Turbo and dealership for spare parts of heavy earthmoving parts with machinery parts of Liebherr India Ltd, Tata Hitachi, Hindustan Motors. The Company also has LMV workshop located at Dipka, korba, C.G. for repairs & maintenance of Light motor vehicles.

Present Financial Structure and % of holding of STLL:

The present authorised share capital of the company is Rs. 55,00,000/divided into 5,50,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs. 52,50,000/- divided into 5,25,000 equity shares of Rs. 10/- each. STLL is holding 98.10% of the nominal share capital of In APL.

- Sudha Bio Power Private Limited, A Private Limited Company incorporated on 21^st July, 2011 by Registrar of Companies, Hyderabad. The Company is engaged in the business of generating, harnessing, developing, accumulating, distributing and supplying of electricity by setting up Bio mass power plants by use of liquid, gaseous or solid fuels for the purpose of light, heat motive power and for all other purposes for which electric energy can be employed. However due to all operational and management activities were carried out from New Delhi and keeping in view the administrative convenience, cost effectiveness, growth potential and opportunities existing, the Company shifted its registered office from Andhra Pradesh to New Delhi on 25.02.2016.

Specialised Areas:

It is presently engaged into the business of generating, distributing and supplying of electricity through its Bio Mass Power Plant by use of liquid, gaseous or solid fuels and to generate Power supply either by hydro, solar, thermal gas, diesel, oil or through Renewable Energy Sources such as solar, photo voltaic, and wind mill and or any other means and to Transmit, distribute, supply and sell such power either directly or through Transmission lines and facilities of central/State Governments or private Companies or Electricity Boards to industries and to Central/ State Governments to be proved other consumers or electricity including for captive consumption for any other industrial projects promoted by this company or promoter Companies, and generally to develop, generate accumulate power at any other place or places and to transmit, distribute sell and such supply such power and to acquire coal mines in India and/or abroad and to acquire concessions or licenses granted by or to enter into contracts with the Government of India or any other government authority for the construction, operation and maintenance of any electric installation for the production, transmission or use electric power of lighting, heating, signalling 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 is Rs. 360,000,000/- divided into 36,000,000 equity shares of Rs. 10/each. The present paid- up share capital of the company is Rs. 90,100,000/divided into 9,010,000 equity shares of Rs. 10/- each. STLL is holding 100% of the nominal share capital of In SBPPL.

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

Specialised Area:

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

India: The Group mines over 90mn tons of coal annually. The Group has been recently awarded the largest private sector coal mining contract for 25 years’ worth $ 4.5 Billion by National Thermal Power Company Ltd.

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

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

Marketing Strategy : Param Mitra has a multi-dimensional marketing and end use strategy for coal which will be produced by several mines in Indonesia. Param Mitra

is currently supplying and exploring more opportunities of supply in South and East Asia. Strategically looking 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 is 6,30,03,475 Equity Shares of USD $ 1 each. STLL is holding 95.68% of the nominal share capital In PMR Pte. Ltd.

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

Subsidiary of Hari Bhoomi:

- Legend Travels Private Limited, A Private Limited Company incorporated on 21^st October, 1997 by Registrar of Companies, National Capital Territory of Delhi and Haryana. The company was incorporated with a view to carry on the business of Media & Entertainment including running of T.V. Channel, IPTV, Radio Channel & Publishing of News Paper.

Specialised Areas:

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

Present Financial Structure and % of holding of Hari Bhoomi:

During the year under review, the present authorized share capital of the company is Rs. 10,00,00,000/- divided into 1,00,00,000 equity shares of Rs. 10/- each. The present paid- up share capital of the company is Rs. 9,67,97,790/- divided into 96,79,779 equity shares of Rs. 10/- each. Hari Bhoomi is holding 100% of the nominal share capital in LTPL

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

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

CORPORATE SOCIAL RESPONSIBILITY

The Company has planned to undertake the various projects in accordance with the Schedule VII of the Companies Act, 2013. The details of the proposed CSR activities to be undertaken by the company and the disclosures as per section 135 of the Companies Act read with Companies ( Corporate Social Responsibility ) Rules,2014 is disclosed separately as Annexure -A.

NUMBER OF MEETINGS OF BOARD

During the year 2017-18, the Board of Directors met in each quarter and the proceedings of the meeting are as per the provisions of the Companies Act, 2013 along with all other applicable provisions. The details of the meeting of the Board of Directors have been set out separately in Corporate Governance Report

DECLARATION BY INDEPENDENT DIRECTORS

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

DIVIDEND

Your Directors recommend no amount of dividend for the financial year 2017-18. DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL

- Re-appointment of Director :

o Pursuant to the provisions of the Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Sh. Vir Sen Sindhu (DIN: 00034773), Director and Sh. Satya Pal Sindhu ( DIN: 00218355) Director of the Company retire by rotation and being eligible, have offered themselves for re-appointment. Your director recommends his re-appointment.

PUBLIC DEPOSITS

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2018. There were no unclaimed or unpaid deposits as on March 31, 2018.

AUDITOR''S REPORT

Auditors'' Report on the financial statements for the year ended on March 31, 2018 together with notes thereon is attached separately in this annual report. A perusal of the statement reflects that it certifies true and fair view of state of affairs of the Company. Further, the report also contains the prescribed annexure (known as CARO). In the said annexure, Auditors are required to give their observations on prescribed items. In the said Annexure, Auditors while quoting the observations in respect of all the items, have not made any qualification in respect any item.

The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

AUDITOR Statutory Auditor :

M/s Divyank Khullar & Associates, Chartered Accountants (FRN No. 025755N) has been appointed as the Statutory Auditor of the Company from the Conclusion of this Annual General 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 has been carried out by SVR & Co., Practicing Company Secretary.

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

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

The details of conservation of energy, technology absorption & foreign exchange earnings and outgo are as follows:

(A)Conservation of energy:

(B) Technology Absorption:

(C) Foreign exchange earnings and Outgo:

During the financial year there were no Foreign Exchange earned in terms of actual inflows and actual outflows

PARTICULARS OF EMPLOYEE

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 Annexure C to the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

- in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- 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 March 31, 2018 and of the profit and loss of the company for that period.

- the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other 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 the Company and such internal financial controls are adequate and were operating effectively; and

- the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

RISK MANAGEMENT COMMITTEE: OVERVIEW

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

The Committee has adopted a Charter that outlines the role, responsibilities and power of the Committee and the procedure for organizing the meeting of the Committee. Further, Risk Management Plans and Policies of the Company stimulates the development, review, and revision of the organization''s practices and protocols in light of identified risks and chosen loss prevention and reduction strategies. Principles of the Plan provide the foundation for developing key policies and procedures for day-to-day risk management activities.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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 formulated a Vigil Mechanism / Whistle Blower Policy for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s fundamental code of conduct. The details of the same are made available on the Company''s website www.sindhutrade.com.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and Individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, which has been set out in the Corporate Governance Report

COMPANYS'' POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3)OF SECTION178

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

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186

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

RELATED PARTY TRANSACTION

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

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

EXTRACT OF ANNUAL RETURN

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 is enclosed herewith as Annexure-F.

FAMILARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The details of various familiarization programmes provided to the Independent Directors of the Company is available on the Company''s website www.sindhutrade.com.

INTERNAL CONTROL SYSTEMS AND THIR ADEQUACY

The Company has an Internal Control System which ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. The Internal Audit is being done by the independent Chartered Accountants who monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. All these measures facilitate timely detection of any irregularities and early remedial steps.

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

During the year 2017-18, no complaints were received by the Company related to sexual harassment.

INSIDER TRADING REGULATIONS

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

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

CORPORATE GOVERNANCE REPORT

The company firmly believes in the principles of the good Corporate Governance A detailed report on corporate governance in accordance with the Listing Agreement separately forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

The
Management Discussion and Analysis Statement as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is disclosed separately in this annual report.

LISTING OF SHARES

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

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

Place: New Delhi (Vir Sen Sindhu) (Rudra Sen Sindhu)

Dated: 14.08.2018 Managing Director Director

Din no.-00034773 Din No.-00006999

---

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

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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

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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