TRIJAL INDUSTRIES LIMITED.
Your Directors have great pleasure in presenting 30th Annual Report togetherwith the Audited statement of Accounts for the year ended 31st March 2021.
1. FINANCIAL HIGHLIGHTS:
|Sr. No SOURCES ||31/03/2021 ||31/3/2020 |
|1 Gross Income ||15.28 ||15.28 |
|2 Gross Operating Profit/(Loss) ||1.43 ||2.52 |
|3 Depreciation & Amortization ||0.34 ||0.71 |
|4 Profit/(Loss) Before Tax ||1.08 ||1.81 |
|5 Provision for Taxation / Deferred Tax ||0.25 ||0.58 |
|6 Profit/(Loss) After Tax ||0.84 ||2.34 |
|7 Other Comprehensive Income - Revaluation of Investments in Shares to Fair Market Value as per IND AS ||1.61 ||(3.89) |
|8 Exceptional Items ||- ||- |
|9 Profit / (Loss) after Exceptional & Extraordinary Items ||2.45 ||(1.55) |
|10 Net Profit/(Loss) Carried to Balance Sheet ||2.45 ||(1.55) |
2. CHANGE IN MANAGEMENT AND CONTROL:
Pursuant to open offer Dr. Adv. A. Samsudden Dr. Muhemmed Swadique Dr.Musallyarakatharakkal Safarulla Al Salama Eye Research foundation and Dr. Rajesh P areclassified as new promoters of the company and existing promoters are seekingreclassification subject to BSE and Shareholders approval in the ensuing annual generalmeeting as per Regulation 31A of SEBI (LODR) Regulations 2015.
3. SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE
The Company proposed to shift their registered office from Maharashtra to Tamil Nadusubject to approval of shareholders in the ensuing Annual General Meeting.
4. CHANGE OF NAME AND ALTERATION OF MAIN OBJECT CLAUSE OF THE MEMORANDUM AND ARTICLESOF ASSOCIATION. Due to change in Management and control the Company proposed to change ofname and alteration of Main object clause of the Memorandum of Association of the Companysubject to approval of shareholders in the ensuing Annual General Meeting.
5. RESULTS OF OPERATIONS:
During the Year under review the Company has made an operating profit before Tax ofRs.1.08 Lacs against a Profit of Rs.1.81 Lacs in previous year. However the company hasmade a Profit after Tax of Rs.2.45 Lacs as against Loss in previous year of Rs. 1.55 Lacsafter exceptional items. The company made marginal profits due to reduction in theexpenses during the year. The company has recalculated its Investments in listed companyshares as per the new Ind as applicable in India. As a result Rs. 1.61 lacs are added(Prv. Year Cost was reduced by Rs.3.89 Lakhs) to the cost of Investment as per currentmarket rates (Fair Value) on stock exchange which were adjusted trough othercomprehensive income. The Board of Directors has taken above decision to bring up theInvestments / Assets of the Company to its fair market value and present the affairsof the company at its real value.
During the period your Directors do not recommend any dividend for the year.
7. TRANSFER TO RESERVES:
During the financial year 2020-21 the Company has not transferred any amount toreserves.
8. CASH FLOW STATEMENTS:
As required under Regulation 34 of the Listing Regulations a Cash Flow Statement ispart of the financial statements and Annual Report.
9. SUBSIDIARIES & CONSOLIDATED FINANCIAL STATEMENTS
The Company had no subsidiaries during the financial year from 1st April 2020 to 31stMarch 2021 and hence required to publish Consolidated Financial Statements is NOTAPPLICABLE
10. NUMBER OF BOARD MEETINGS:
9 (Nine) meetings of the Board were held during the year.
11. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
During the year there has been no significant material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and companys operations infuture.
12. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITSCORPORATE SOCIAL RESPONSIBILITY INITATIVES:
Since the provisions of section 135 of the Companies Act 2013 is not applicable to theCompany. Therefore Company has not developed and implemented policy on Corporate SocialResponsibility.
13. COMMITTEES OF THE BOARD:
The Companys Board has the following committees:
(1) Audit Committee.
(2) Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee).(3) Nomination and remuneration Committee.
14. REPORTING OF FRAUDS BY AUDITORS:
During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under section 143(12) of the Act details of which needs to bementioned in this Report.
15. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed that:
i. in the preparation of the annual accounts the applicable accounting standard hadbeen followed along with proper explanation relating to material departures
ii. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe Profit or Loss of the Company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the Annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating
16. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules
17. INDEPENDENT DIRECTORS MEETING
The meeting of the Independent Directors was held on 14th February 2021 asper schedule IV of the Companies Act 2013.
18. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014the Annual Return of the Company as at March 31 2021 is uploaded on the website of theCompany and can be accessed at http://www.trijalindustries.com /
M/s Mukesh & associates Chartered Accountants Mumbai (Firm Registration No.106599W) were appointed as statutory auditors of the company at the 27th Annual GeneralMeeting held on September 28 2018 for a period of 5 years- i.e. till the conclusion of32nd Annual General Meeting to be held in 2023. However as per Companies (Amendment) Act2017 notified on 7th May 2018 the provisions regarding the ratification of Auditor inevery AGM has been done away.
20. SECRETARIAL AUDITOR & REPORT
The Board of Directors of the Company has appointed Practicing Company Secretary; toconduct the Secretarial Audit for the financial year 2020- 2021. The Secretarial auditreport for the financial year ended 31st March 2021 is annexed to this Reportin Annexure "A".
Observations and comment in Secretarial audit and management explanation to the saidcomments are as under:
The Company has not published notice of Board Meeting and financial results in Englishand regional language newspaper as per Regulation 47(1) a of Listing Obligations andDisclosure Requirements Regulations 2015.
Boards Reply: Since the Company had non financial operations as a measure ofeconomy no results were published.
During the year the Company has not appointed Internal Auditor as required Pursuant toprovisions of Section 138 and other applicable provisions of the Companies Act 2013 andCompanies (Accounts) Rules 2014.
Boards Reply: The Board has appointed Internal Auditor for FDinancial Year2021-22 and the default is made good.
During the year the Company has not maintained structural database as per SEBI CircularSEBI/HO/CFD/DCR1/CIR/P/2018/85.
Boards Reply: Company is in process of complying with the same.
The Company has complied majority of Secretarial Standards 1 issued by The Institute ofCompany Secretaries of India.
Boards Repy: Company has complied majority of the Secretarial Statndards and theCompany is in process of implementing the same.
Due to improper composition of Board the provisions of regulation 17 and Regulation25(6) of SEBI (LODR) Regulations 2015 read with Section 149 of the Companies Act 2013are not complied.
Boards Reply: The Board has appointed independent Director after change iscontrol and thus has complied with the relevant provisions as on date of siging of theSecretarial Audit Report.
During the year Company secretary was resigned w.e.f.26th May 2020. The new companysecretary was appointed w.e.f.12th November 2020 subsequently she was resigned w.e.f.13th January 2021.
Boards Reply: The Board has appointed Company Secretary and Complied with thesame.
21. PUBLIC DEPOSITS:
During the period under review the Company has neither accepted nor invited any Publicdeposits and hence the provisions of Section 76 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 are not attracted and the informationrelating thereto is nil.
22. PARTICULARS OF EMPLOYEES:
None of the employees of the Company were in receipt of remuneration in excess oflimits pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial personnel) Rules 2014.
23. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARSIN THE REPORT OF BOARD OF DIRECTORS) RULES 1988.
(A) Conservation of energy: -
(a) The steps taken or impact on conservation of energy: N.A.
(b) The steps taken by the Company for utilizing alternate sources of energy: N.A. (c)The capital investment on energy conservation equipment: N.A.
(B) Technology absorption:
(1) The efforts made towards technology absorption: N.A
(2) The benefits derived like product improvement cost reduction product developmentor import substitution: N.A
(3) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) -
(a) The details of technology imported: N.A
(b) The year of import: N.A
(c) Whether the technology been fully absorbed. N.A.
i. If not fully absorbed areas where absorption has not taken place and the reasonsthereof; and: N.A.
ii. The expenditure incurred on Research and Development. N.A.
24. CORPORATE GOVERNANCE:
The company falls under the criteria 15(2) (a) of the Listing Obligations &Disclosure requirements (LODR) Regulations 2015 as the Paid-up capital of the company wasbelow Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of theprevious financial year.
As on 31st March 2021 the Companys Paid up Capital is of Rs. 50161000/-(Rupees Five Crore One Lakh Sixty Thousand only) and Net worth is of Rs. 6620644/-(Rupees Sixty-Six Lacs Twenty Thousand Six Hundred Forty-Four only).
Hence compliance with Corporate Governance provisions as per Listing Obligations &Disclosure requirements (LODR) Regulations 2015 are not applicable to company.
25. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
? During the year Mr. Ashok T. Bhanushali (DIN: 03130730) Director of the Company isretiring by rotation & being eligible offers has offered himelf for re- appointment.
? The Board appointed Mrs. Jagruti S. Mane (DIN: 07685350) as an additional NonExecutive Director of the Company w.e.f.29th September 2020 she hold officeupto the date of forthcoming Annual General Meeting. However the Nomination andremuneration committee of the Company has not recommended here appointement as a Directroof the Company at the ensuing Annual General Meeting. The Company has also not received anotice in writing from a Shareholder (Member) under Section 160 of the Companies Act 2013read with the rules made there under proposing the candidature of Mrs. Jagruti SandipMane(DIN: 07685350) for the office of a Director in the esuing Annual General Meetingalong with a Deposit of Rs 1.00000/- (Rupees One Lakh Only). Mrs. Jagruti SandipMane(DIN: 07685350 ) has not shown her intent to get appointed as a Non Exective Directorand not given her consent under section 152(5) of the Companies Act 2013.
? Due to change in Management Incoming Promoter Directors/Independent Non-ExecutiveDirectors who have been appointed at the Board Meeting held on 14th August2021.
|Sr. No. Name ||Designation ||Date of Appointed |
|1. Dr. Adv Arikuzhiyan Samsudeen (DIN : 02933064) ||Chairman & Non- Executive Director ||14-08-2021 |
|2. Dr. Muhemmed Swadique (DIN: 02933064) ||Whole Time Director ||14-08-2021 |
|3. Ms. Neethu Subramoniyan(DIN: 08788544) ||Independent Non- Executive Directors ||14-08-2021 |
|4. Ms. Julie G Varghese (DIN: 09274826) ||Independent Non- Executive Directors ||14-08-2021 |
Mrs. Bina Soti (DIN: 03129309) was appointed as a Non Executive Director w.e.f 9thJanuary 2020. However Special Notices were received by the Company for removal of Ms BinaSoti as a Director of the Company with immediate effect.The said notices were served toher for her representation if any. Your Directors have put the ordinary resolution for thevoting of Shareholders as regards to removal of Mrs. Bina Soti (DIN: 03129309) in theensuing Annual General Meeting. Mr. Rajat Uppal (Membership No. A62228) was appointed as aCompany Secretary cum Compliance Officer w.e.f. 14th August 2021. Mrs. Ketki MehtaPromoter Director of the Company and Mr. Kamlesh Mehta CEO of the Company were resignedfrom the Board w.e.f. 14th August 2021. Ms. Reema Shah having Membership (FCS: 9052) wasappointed as a Company Secretary cum Compliance officer w.e.f.11th November 2020. Ms.Reema Shah having Membership (FCS: 9052) as a Company Secretary cum Compliance officer wasresigned from the Board w.e.f.13th January 2021.
26. WHISTLE BLOWER:
The Board of Directors have set up the Whistle Blower Policy I.e. Vigil Mechanism forDirectors and Employees of the Company to report concerns about unethical behavior actualor suspected fraud or violations of Companys Code of Conduct or Ethics Policy. Thedetailed Vigil Mechanism Policy is available at Companys Websitewww.trijalindustries.com
27. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed also discussed at the meetings of the Audit Committee and theBoard of Directors of the Company. The Companys internal control systems arecommensurate with the nature of its business and the size and complexity of itsoperations. Significant audit observations and follow up actions thereon are reported tothe Audit Committee.
28. OTHER DISCLOSURES:
The company does not have any Employees Stock Option Scheme in force and henceparticulars are not furnished as the same are not applicable.
29. INTERNAL FINANCIAL CONTROLS:
The Board hereby reports that the Internal Financial Controls were reviewed by theAudit Committee and there were adequate Internal Financial Controls existed in the Companywith respect to the Financial Statements for year ended on 31st March 2021 and theInternal Financial Controls are operating effectively.
30. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in general Complying with the applicable Secretarial Standards.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.
There were no transactions entered into with related parties as defined under CompaniesAct 2013 during the year were in the ordinary course of business and on an armslength basis and did not attract provisions of Section 188 of Companies Act 2013relating to approval of shareholders. There have been no material related partytransactions undertaken by the Company under Section 188 of the Companies Act 2013 andhence no details have been enclosed pursuant to clause (h) of subsection (3) of Section134 of Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014AOC-2.
32. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The particulars of loans guarantees and investments if any taken or given have beendisclosed in the financial Statement.
33. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
34. POLICY ON DIRECTORS APPOINTMENT REMUNERATION & BOARDS PERFORMANCE:
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc. The evaluation of theIndependent Directors was carried out by the entire Board and that of the Chairman and theNon-Independent Directors were carried out by the Independent Directors. The Directorswere satisfied with the evaluation results which reflected the overall engagement of theBoard and its Committees with the Company.
35. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
The Managements Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India isAnnexure "C" to this report.
36. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
The Company has adopted a policy on prevention prohibition and redress al of sexualharassment at the workplace in line with the provisions of the Sexual Harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there underfor prevention and redressal of complaints of sexual harassment at workplace. During theyear and under review the Company has not received any complaints on sexual harassment.
Your Directors would like to express their appreciation for assistance and co-operationreceived from the financial institutions banks Government authorities customersvendors and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the executivesstaff and workers of the Company.
By order of the Board of Directors
For Trijal Industries Limited
Dr. Adv. A. Samsudden
Chairman & Non-Executive Director
Date: 28th August 2021