- PERFORMANCE EVALUATION
The Company's policy relating to appointment and remuneration of Directors KMPs and other employees including criteria for determining qualifications positive attributes and independence of Directors are covered under the Corporate Governance Report which forms part of this Annual Report.
The Board of Directors annually evaluate its own performance and that of its committees and individual Directors.
The Board has formulated the Nomination and Remuneration Policy for the selection and appointment of Directors senior management personnel and their remunerations. This policy is available on the website of the Company at http://www.trejhara. com/investors/.
During the year the Board met nine times and the gap between two meetings did not exceed 120 days. For details of meetings of the Board please refer to the Corporate Governance Report which is part of this report.
As on the date of this report the Board has four committees:
Nomination and Remuneration/Compensation Committee;
Stakeholders" Relationship/Investor Grievance and Share Transfer Committee; and Corporate Social Responsibility Committee.
The detailed information in relation to these committees including composition and the terms of reference and other details are provided in Corporate Governance Report.
- VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established the necessary vigil mechanism and has put in place a Whistle Blower policy' in order to enable the employees and Directors of the Company to report their concerns about the management operations and other affairs of the Company. In terms of the Whistle Blower Policy the whistle blowers are provided an access to the Audit Committee to lodge their complaints. This policy is available on the website of the Company at http://www.trejhara.com/investors/.
- RISK MANAGEMENT POLICY
The Company has formulated a comprehensive Risk Management Policy to identify assess and mitigate various risks associated with the Company. This policy is available on the website of the company at http://www.trejhara.com/investors/.
- PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The details of loans guarantees and investments covered under the provisions of Section 186 of the Companies Act 2013 if any are given under the notes to the standalone financial statements forming part of this annual report.
- PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The details of all related party transactions are placed before the Audit Committee for approval. The policy as to Related Party Transactions as approved by the Board is available on the Company's website at http://www.trejhara.com/investors/.
- PUBLIC DEPOSITS
During the year the Company has neither invited nor accepted any public deposits.
- AUDITORS AND AUDIT REPORT
At the first AGM held on 28th August 2018 the Members has approved the appointment of M/s Bajrang Paras & Co. Chartered Accountants (Firm Registration No.118663W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the sixth consecutive AGM. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act 2017 with effect from 7th May 2018. Accordingly no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.
The Statutory Auditors of the Company has stated in their report that during the course of Audit no fraud on or by the Company has been noticed or reported.
- SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and introduction of Regulation 24A in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 w.e.f. 01st April 2019 every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report a secretarial audit report given by a company secretary in practice in such form as may be specified with effect from the year ended 31st March 2019.
The observations raised by the Secretarial Auditor and Board's response thereto are as under:
|Observation ||: ||The Company did not have Chief Financial Officer (CFO) as per the provisions of Section 203 of Companies Act 2013 during the audit period. |
|Response ||: ||Company has appointed the Chief Financial Officer of the Company with effect from 1st June 2019. |
|Observation ||: ||Limited review and audit reports submitted to the stock exchange(s) by Company on a quarterly and annual basis are given by an auditor who has subjected himself to the peer review process of Institute of Chartered Accountants of India. |
|Response ||: ||The Auditors have subjected themselves and are undergoing into peer review process. |
|Observation ||: ||The Company had not intimated Contact details of Key Managerial Personnel for the purpose of determining materiality and Original Code of practices and procedures for fair disclosure of unpublished price sensitive information to the Stock Exchanges during the audit period. |
|Response ||: ||The Company had intimated to the Stock Exchanges contact details of Key Managerial Personnel for the purpose of determining materiality on 29th May 2019. The Company has approved the Original Code of practices and procedures for fair disclosure of unpublished price sensitive information at their Meeting held on 6th August 2018 at that time the entity was not listed. The Company has further amended the said Code on 25th March 2019 and intimated the same to the Exchanges promptly thereafter. |
Secretarial Audit was carried out by M/s. Yogesh D. Dabholkar & Co Company Secretary in Practice. The Report of the Secretarial Audit is annexed herewith as "Annexure 2".
- PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in a separate annexure forming part of this Report. Having regard to the provision of the first proviso to Section 136(1) of the Act the Annual Report excluding the aforesaid information is being sent to the Members of the Company. In terms of Section 136 the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
The disclosures pertaining to the remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) of the of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have been provided in the Annual Report as "Annexure 3".
- CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO