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Trend Electronics Ltd.

BSE: 517228 Sector: Consumer
NSE: N.A. ISIN Code: INE219F01017
BSE 00:00 | 16 Apr Trend Electronics Ltd
NSE 05:30 | 01 Jan Trend Electronics Ltd
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Trend Electronics Ltd. (TRENDELECTRONIC) - Director Report

Company director report

Dear Members

It gives great pleasure to present the 29th Board's Report of Your Company along with the Balance Sheet Statement of Profit and Loss and Statement of Cash Flow for the financial year ended 31st March 2019.

This is to apprise the members of Trend Electronics Limited (the Company) that Hon'ble National Company Law Tribunal Mumbai Bench (NCLT) vide its order dated 25th September 2018 (Order) admitted the application for initiation of corporate insolvency resolution process (CIRP) filed by State Bank of India in respect of Trend Electronics Limited (Corporate Debtor) in accordance with Section 7 of The Insolvency and Bankruptcy Code 2016 (`the Code'). Pursuant to the order Mr. Dushyant C Dave was appointed as the Interim Resolution Professional. Subsequently Mr. Dushyant C. Dave was appointed as Resolution Professional by the Committee of Creditors.

Pursuant to an application filed before the NCLT Mumbai by State Bank of India and Mr. Venugopal N Dhoot in the Videocon Consolidation Matter under Section 60 (5) of the Code read with the rules and regulations framed there under as amended from time to time the NCLT vide its order (Consolidation Order) dated 8th August 2019 had admitted application allowing consolidation of CIRP petitions of 13 Videocon Group Companies to avoid conflicting of orders if any. However it was ordered that the CIRP of Trend Electronics Limited shall run independently as the Company is capable of maintaining itself as a going concern. The NCLT vide its order 8th August 2019 has appointed Mr. Divyesh Desai having registration No. IBBI/IPA-001/IP-P00169/2017-18/10338 as the Resolution Professional of the Corporate Debtors replacing the then erstwhile resolution professional.

In terms of Section 17 of the Code on commencement of the Corporate Insolvency Resolution Process (CIRP) the powers of the Board of Directors of the Company stands suspended and the same are being exercised by the Resolution Professional (i.e. Mr. Dushyant Dave from 25th September 2018 till 7th August 2019 and Mr. Divyesh Desai from 8th August 2019).

The management of the affairs of the Company has also been vested with Resolution Professional.

This report is containing the Business and operations of Trend Electronics Limited along with the audited financial statements and performance of the Company for the financial year ended 31st March 2019.

FINANCIAL HIGHLIGHTS

The financial highlights for the year ended 31st March 2019 and year ended 31st March 2018 is summarized below:

(Rs. in Million)
ParticularsFinancial Year ended 31st March 2019Financial Year ended 31st March 2018
Revenue from Operations1814.793949.50
Other Income7.0516.10
Total Income1821.843965.60
Profit/(Loss) Before Finance Costs Depreciation and Tax(270.33)(1950.90)
Finance Costs1452.081090.42
Depreciation and Amortization201.45230.54
Profit /(Loss) Before Tax(1923.86)(3271.86)
Profit /(Loss) for the Year/ Period(1923.86)(3028.23)

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated 16th February 2015 has issued Companies (Indian Accounting Standards) Rules 2015. Accordingly in compliance with the said Rules the Financial Statements of the company for the Financial Year 2018-19 have been prepared as per Indian Accounting Standards.

EXTENSION OF DATE FOR HOLDING ANNUAL GENERAL MEETING

The Company made an application to the Registrar of Companies seeking approval for extension of time for holding annual general meeting under section 96(1) of the Companies Act 2013 for the financial year ended 31st March 2019. Keeping in view the circumstances as mentioned for extension for time for the purpose of holding Annual General Meeting Registrar of Companies has granted the extension of 2 months. The Company made a further application to Registrar of Companies seeking approval for extension of time for holding Annual General Meeting under section 96(1) of the Companies Act 2013 by a further period of 1 month. The Registrar of Companies granted further extension of time for holding annual general meeting by another 1 month.

PERFORMANCE REVIEW

The Company is primarily engaged in manufacturing and selling of Satellite set top box as well as cable Set top box. There was significant decline in the level of operations of the Company on account of severe strains on the working capital.

During the year under review the Company has earned a total income of Rs.1821.84 Million as against Rs. 3965.60 Million for the previous financial year. Loss before tax stood at Rs. 270.33 Million as against Rs. 1950.90 Million for the previous financial year. The Net Loss for the year under review as Rs. 1923.86 Million as against Net Loss of Rs. 3028.23 Million for the previous financial year.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year under review.

DEPOSITS

Your Company has not accepted any Deposit within the meaning and the ambit of Chapter V Section 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 and as such no amount of principal or interest was outstanding as on the Balance Sheet date.

DIVIDEND

In view of losses incurred the Board of Directors do not recommend any dividend on shares for the year ended 31st March 2019.

TRANSFER TO RESERVES

In view of losses incurred the Board of Directors do not proposes to transfer any amount to reserve.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As required under the Investor Education and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 (IEPF Rules) the Company was required to transfer the unclaimed dividend pertaining to the financial year 2009-10 of Rs. 425536/-; and in pursuance to the provisions of Section 124(6) of the Companies Act 2013 and the IEPF Rules the Company was required to transfer 425536 equity shares in respect of which dividend has not been claimed which were subsequently transferred to the suspense account. However in absence of clarity consequent to commencement of CIRP the Company couldn't transfer the unclaimed dividend and equity shares to the Investor Education and Protection Fund (IEPF).

The Company is in the process of seeking clarity and transferring the said amount to IEPF.

DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD COMPOSITION

The Board consists of Four Directors as on 31st March 2019 comprising of 3 Non Executive Independent Directors and 1 Non Executive woman Director. The number of Companies in which they hold the memberships/ chairmanships of Board Committees as stipulated under SEBI(LODR) Regulations 2015 is provided in the Corporate Governance Section of this Annual Report.

CHANGES IN DIRECTOR AND KEY MANAGERIAL PERSONNEL

During the year under review:

 Mr. Subhash Nabar Director resigned w.e.f 1st April 2018;

 Mr. Kiran Patwardhan was appointed as Additional Director w.e.f 18th May 2018 and thereafter appointed as Independent Director in the 28th Annual General Meeting held on 28th December 2018;

 Ms. Prabhavi Mungee was appointed as Company Secretary and Compliance Officer w.e.f 6th December 2018.

After the closure of financial year Ms. Prabhavi Mungee had resigned w.e.f 7th June 2019.

BOARD MEETING

The Board met five times before commencement of corporate Insolvency Resolution Process (CIRP). The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act 2013. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report.

No meeting of Board of Directors or Committee was held after the Commencement of Corporate Insolvency Resolution Process (CIRP) i.e after 25th September 2018.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each of Independent Directors under Section 149(7) of the Companies Act 2013.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act 2013 Smt. Smita V Dharm (07144712) will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Brief resume of the Director seeking re-appointment alongwith other details are disclosed in the Notice convening the Annual General Meeting.

INDEPENDENT DIRECTORS FAMILIARIZATION PROGRAMME

Familiarisation Programme imparted to Independent Directors has been given on the Company's Website i.e. www.trendelectronics.in.

EVALUATION OF BOARD COMMITTEES AND DIRECTORS

Performance Evaluation of the Board of Directors as well as that of its committees and individual directors including chairman of the board key managerial personnel/senior management etc. was carried out during the year.

AUDITORS

STATUTORY AUDITOR

M/s. S. Z. Deshmukh & Co. Chartered Accountants Mumbai (ICAI Firm Registration No. 102380W) were appointed as Statutory Auditors for a period of 5 years at the 27th Annual General Meeting of the Company held on 29th September 2017 and who will hold office till the conclusion of 32th Annual General Meeting.

Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May 2019 amending section 139 of the Companies Act 2013 the mandatory requirement for ratification of appointment of Auditors by the Members at every Annual General Meeting has been omitted. Accordingly the Directors are not seeking approval of members by passing a resolution for ratification of Auditors.

However in absence of clarity and based on the advice received the Company is seeking approval for fixation of fees of the Statutory Auditors.

AUDIT REPORT:

The Statutory Auditors of the Company have submitted Auditors' Report which has certain Qualifications on the Financial Statements for the period ended on March 312019.

Management's Explanation to the Auditors' Qualifications:

 The Company has not assessed or reviewed the plant and machinery and other fixed assets for impairment not ascertainment of net realisable value of inventories and not ascertainment of the realisable value of unquoted investments. The RP has appointed two valuers for valuations of assets including inventories and investments. The RP continues the process for ascertaining the realisable value of assets and necessary adjustments to the carrying value will be effected in due course. The impact of which is not ascertainable at this stage.

 The confirmations and reconciliation of balances of certain secured and unsecured loans balances with banks trade receivables trade and other payables and loans and advances are pending. The management is in the process of obtaining confirmations and reconciliation of balances and ascertaining the impact of which is not ascertainable at present.

 The Company has made investments given advances and has trade receivables aggregating to Rs. 2932.98 Million in group/affiliate companies namely Videocon Industries Limited Applicomp (India) Limited VOVL Limited Value Industries Limited KAIL Limited Sky Appliances Limited and Techno Electronics Limited which have been referred to National Company Law Tribunal under the Insolvency and Bankruptcy Code 2016 by their lenders and subsequently admitted to Corporate Insolvency Resolution Process (CIRP). The actual amount of loss on these investments advances and trade receivables are not ascertainable till the completion of resolution process of these group/entities.

 Pursuant to commencement of CIRP of the Company under Insolvency and Bankruptcy Code 2016 there are various claims submitted by the financial creditors operational creditors employees and other creditors to the RP. The overall obligations and liabilities including interest on loans and the principal amount of loans shall be determined during the CIRP. Pending final outcome of the CIRP no accounting impact in the books of accounts has been made in respect of excess short or nonDreceipts of claims for operational and financial creditors.

 Pursuant to commencement of CIRP of the Company under Insolvency and Bankruptcy Code 2016 there are various claims submitted by the financial creditors operational creditors employees and other creditors to the RP. Such claims can be submitted to the RP till the approval of the resolution plan by CoC. The overall obligations and liabilities including interest on loans and the principal amount of loans shall be determined during the CIRP. Similarly claims of all creditors including MSME will be treated as per approval of resolution plan.

 Due to various unavoidable circumstances inter-alia including volumnious activities under CIRP lack of resources inter-alia including qualified staff having resigned pre-post CIRP the Company couldn't submit financial results for 31st March 2018 and subsequent periods till date as prescribed under regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. However no impact of the same is envisaged in the financial statements.

 The Company has been referred to National Company Law Tribunal under the Insolvency and Bankruptcy Code 2016 as amended and there are persistent severe strains on the working capital and there is considerable decline in level of operations of the Company and net worth of the Company as on the reporting date is negative and it continue to incur losses. The Company has received invocation notices of corporate guarantees given by it and also the personal guarantees of promoter directors have been invoked. Since Corporate Insolvency Resolution Process (CIRP) is currently in progress as per the Code it is required that the Company be managed as going concern during CIRP. Accordingly the financial statements are continued to be prepared on going concern basis. The Company continues the process for ascertaining the realisable value for its assets (including inventories and trade receivables) and necessary adjustments to the carrying value will be effected in due course the impact of which is not ascertainable at this stage.

COST AUDITOR

In accordance with the provisions of Section 148 of the Companies Act 2013 read with Rule 14 of the Companies (Audit & Auditors) Rules 2014 and amendments made thereto; from time to time the Company is in the process of appointing Cost Auditor to conduct audit of Cost Accounting Records maintained by the Company for the financial year commencing from 1st April 2019 to 31st March 2020.

In compliance with the provisions the remuneration payable to the Cost Auditor has to be ratified by the members of the Company. However since the cost auditor is yet to be appointed the consent of the Members will be sought at the general meeting as and when held at a later date.

In having failed to appoint cost auditor the Company also failed to file the Cost Audit Report for the financial year ended 31st March 2018 and 31st March 2019.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Section 204 of the Companies Act 2013 inter-alia requires every listed company to annex to its Board's Report a secretarial audit report given by a Company Secretary in practice in the prescribed form.

The Resolution Professional in compliance with Section 204 of the Act appointed Mrs. Gayathri R Girish Company Secretary in Whole- time Practice (CP No.: 9255) to carry out the Secretarial Audit for the financial period ended on 31st March 2019. The Secretarial Auditor has made certain observations in her Secretarial Audit Report. The Report of the Secretarial Audit in Form MR-3 for the financial year ended 31st March 2019 is marked as `Annexure- 1'and forms part of this Directors Report and consists of the observations stated by the Secretarial Auditor.

In respect of observations raised by the Secretarial Auditor the explanation of the management is as under:

> The non-filing of e-forms MGT 14 IEPF-2 Form AOC-4 XBRL and others were on account of technical issues.

> The Company couldn't transfer the unpaid/unclaimed dividend to IEPF declared at the 22nd Annual General Meeting held on 29th June 2011;

(ii) the shares in respect of which dividend is unclaimed or unpaid for more than 7 years and which were due for transfer to IEPF due to lack of clarity consequent to commencement of CIRP.

> The non-filing of statement of unpaid and unclaimed amount to IEPF Authority was on account of non-receipt of information from the RTA due to non-payment of dues to the RTA.

> The delay in filing of E Form MGT 7 MGT 15 was on account of technical difficulty and procedural issues.

> The delay in compliance and/or non-compliance of the provisions of Regulations 13(3) 14 7(3) 33(3) 47(3) 31 29 40(9) 55A giving prior intimation and outcome in respect of certain meetings of Committee of Creditors submission of Reconciliation of Share Capital Audit intimation of commencement of CIRP under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 were on account of technical difficulties volumnious activities under CIRP lack of resources inter-alia including qualified staff having resigned prepost CIRP.

> In terms of the Code the outstanding dues pertaining to pre- CIRP period are to be filed as claims and will be treated as per the provisions of IBC and accordingly payment is not made even though the same is pertaining to Listing Fees.

> Non filing of returns under FEMA were on account of technical issues and accidental omissions.

> Non appointment of cost auditor was on account of unwillingness of some of the cost auditors on account of admission of company into CIRP.

> The other observations or adverse remarks are self-explanatory

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRING AFTER THE BALANCE SHEET DATE AND AS AT THE DATE OF SIGNING THIS REPORT

Except the above change there are no material changes and commitments affecting the financial position of the Company which occurred after the Balance Sheet Date and as at the date of signing of this report.

CONSERVATION OF ENERGY

Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 for the year ended March 312019 is marked as `Annexure 2' and forms part of this Directors Report.

HEALTH SAFETY AND ENVRIONMENT

Your Company considers health and safety of its employees as its prime responsibility.

The team studies a plethora of health safety and environment related issues at manufacturing plants and reports the observations along with requisite correctives measures if any to the management for necessary action.

The Company continues to adopt the following health and safety initiatives:

> A sure way to prevent accidents and keep everyone safe is by keeping the maintenance up on your industrial floors. The cleaning equipment are kept close by in case of spillages and ensure wet surfaces are acted upon quickly to avoid slips and trips - the most common cause of workplace injuries.

> If something new is introduced to the factory - whether that be machinery or a new product - that needs to be moved the staff is properly communicated and a new method is implemented.

> Installation of Effluent Treatment Plant where the waste water is treated and recycled for gardening purposes.

> Round the clock occupational health center and ambulance with all medical devices.

> Timely disposal of waste and scrap materials.

INFORMATION TECHNOLOGY

The company is successfully making use of high-end Servers running for Database Management of the Set Top Box Manufacturing for effectively monitoring the product right from the beginning of the assembly process till the finished product.

The Company has effectively implemented and using the network application for facilitating the storage & retrieval of the Set Top Box pairing elements. The application developed uses state of the art Database Servers & deployed using Microsoft .Net and Java. The applications have been integrated with the online production management system effectively.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION (SECTION 178)

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors Key Managerial Personnel and Senior Management Personnel and their remuneration.

The Company has in place the Nomination and Remuneration Committee. The Company has further formulated the Nomination and Remuneration Policy on directors' appointment and remuneration including the criteria for determining qualifications positive attributes and independence of directors. Further the details pertaining to the Nomination and Remuneration Policy during the financial year ended March 31 2019 forms part of the Corporate Governance Report.

RISK MANAGEMENT POLICY OF THE COMPANY

The Company has put in place a mechanism to identify assess monitor and mitigate various risks associated with the business. In line with the regulatory requirements the Company has in place the Risk Management Policy to identify the risk elements and manage monitor and report on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has formed Risk Management Committee. The scope and composition of the Committee forms part of the Corporate Governance Report. Further the members of the Risk Management Committee and the senior management personnel review the Risk Management Policy periodically and discuss and mitigate the identified risks from time to time.

Major risks identified were discussed at the meeting of the Board of Directors of the Company prior to commencement of CIRP.

CORPORATE SOCIAL RESPONSIBILITY POLICY

As per Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 every company having networth of Rs. 500 Crore or more or turnover of Rs. 1000 Crore or more or net profit of Rs. 5 Crore or more during the immediately preceding financial year shall ensure that it spends in every financial year atleast 2 (Two) percent of the average net profits made during three immediately preceding financial years in pursuance of its Corporate Social Responsibility Policy.

The Company has formed a Corporate Social Responsibility Committee in terms of provisions of Section 135 of the Companies Act 2013 and rules made thereunder. The scope and composition of the Committee forms part of Corporate Governance Report.

However during the financial year 2018-19 the Company was not required to spend any amount under its Corporate Social Responsibility policy as it has incurred losses in its preceding financial year.

COMMITTEES OF THE BOARD

Pursuant to the provisions of the Companies Act 2013 and provisions of the Listing Regulations the Company has constituted following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Finance and General Affairs Committee

The composition scope and powers of the aforementioned Committees together with details of meetings held during the period under review forms part of Corporate Governance Report.

The Company is under CIRP under the Code and therefore the powers of board of directors stand suspended and are being exercised by the Resolution Professional in accordance with Sections 17 and 23 of the Code from the aforesaid date. Thus no meetings of the Committees were held after the Commencement of CIRP.

DETAILS OF FRAUDS REPORTED BY AUDITORS (OTHER THAN REPORTABLE TO CENTRAL GOVERNMENT)

There is no fraud/misconduct detected at the time of statutory audit by Auditors of the Company for the financial period ended on 31st March 2019.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Companies Act 2013 and Schedule V of the SEBI (LODR) disclosures relating to particulars of loans guarantees given and investments made during the period is marked as `Annexure- 3'and forms part of this Directors Report.

DETAILS OF ESTABLISHMENT OF WHISTLE BLOWER CUM VIGIL MECHANISM POLICY DIRECTORS AND EMPLOYEES

The Company has formulated a Whistle Blower Policy where in the Employees/Directors/Stakeholders of the Company are free to report any unethical or improper activity actual or suspected fraud or violation of the Company's Code of Conduct. The policy provides for a mechanism to report such concerns to the Audit Committee through specified channels. This mechanism provides safeguards against victimisation of Employees who report under the said mechanism. The Whistle Blower Policy complies with the requirements of Vigil Mechanism as stipulated under Section 177 of the Companies Act 2013.

During the year under review the Company has not received any complaints under the said mechanism. The Whistle Blower Policy of the Company has been displayed on the Company's website www.trendelectronics.in.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS AS PER SECTION 188(1)

All the related party transactions are entered on arm's length basis in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

There are no related party transactions made by the Company except for remuneration to related parties which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.

Form AOC-2 in terms of Section 134 of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect of disclosure of Related Party Transaction is marked as `Annexure-4'and forms part of this Directors Report.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.trendelectronics.in.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 is available on the website of the Company www.trendelectronics.in. and shall be made available to the members on request.

CHANGES IN SHARE CAPITAL

During the year under review there is no change in Paid up Share Capital of the Company.

SUSPENSION OF TRADING OF SECURITIES

The Company's Shares are suspended from Trading by Bombay Stock Exchange Limited due to Non-compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and penal reasons. As per the Stock Exchange data the last trading in equity Shares took place on 16th April 2018.

DIRECTOR RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 the Board hereby submits its responsibility Statement:-

a. in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. 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 at the end of the financial period and of the loss of the company for that period;

c. 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 and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. 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.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary joint venture or associate.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

As stated herein before the Hon'ble National Company Law Tribunal Mumbai Bench vide its order dated 25th September 2018 (Order) admitted the application for initiation of corporate insolvency resolution process (CIRP) filed by State Bank of India in respect of Trend Electronics Limited (Corporate Debtor) in accordance with Section 7 of The Insolvency and Bankruptcy Code 2016 (`the Code'). Pursuant to the order Mr. Dushyant C Dave was appointed as the Interim Resolution Professional. Subsequently Mr. Dushyant C. Dave was appointed as Resolution Professional by the Committee of Creditors.

Pursuant to an application filed before the NCLT Mumbai by State Bank of India and Mr. Venugopal N Dhoot in the Videocon Consolidation Matter under Section 60 (5) of the Code read with the rules and regulations framed there under as amended from time to time the NCLT vide its order (Consolidation Order) dated 8th August 2019 had admitted application allowing consolidation of CIRP petitions of 13 Videocon Group Companies to avoid conflicting of orders if any. However it was ordered that the CIRP of Trend Electronics Limited shall run independently as the Company is capable of maintaining itself as a going concern. The NCLT vide its order 8th August 2019 has appointed Mr. Divyesh Desai having registration No. IBBI/IPA-001/IP-P00169/2017-18/10338 as the Resolution Professional of the Corporate Debtors replacing the then erstwhile resolution professional.

In terms of Section 17 of the Code on commencement of the Corporate Insolvency Resolution Process (CIRP) the powers of the Board of Directors of the Company stands suspended and the same are being exercised by the Resolution Professional.(i.e. Mr. Dushyant Dave from 25th September 2018 till 7th August 2019 and Mr. Divyesh Desai from 8th August 2019). The management of the affairs of the Company has also been vested with Resolution Professional.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company promotes a healthy and congenial working environment irrespective of gender caste creed or social class of the employees and values every individual and committed to protect the dignity and respect of every individual. The Company has always endeavored for providing a better and safe environment free of sexual harassment at all its work places. During the year under review no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

INTERNAL FINANCIAL CONTROL

The Company maintains a system of internal control including suitable monitoring procedures in various functional areas. The system is reviewed from time to time to update the same with changing requirement. Internal Audit of Company's financial accounts and related records is conducted by in house internal audit team of the Company.

PARTICULARS OF EMPLOYEES PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Information required pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is marked as `Annexure- 5A' and forms part of this Directors Report.

A statement containing inter alia the names of top ten employees in terms of remuneration drawn and every employee employed throughout the financial year and in receipt of remuneration of '102 lakhs or more and employees employed for part of the year and in receipt of remuneration of Rs. 8.50 lakhs or more per month pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is marked as `Annexure- 5B' and forms part of this Directors Report.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with certificate from Practising Company Secretary confirming the Compliance of the condition of Corporate Governance as stipulated in the Listing Regulations 2015 is annexed in Annexure 6 and forms an integral part of this Annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 is marked as `Annexure- 7'and forms part of this Directors Report which provides full details of the operational performance and business analysis of the Company.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Companies Secretaries of India as applicable to the Company have been duly complied with.

GREEN INITIATIVE

The Ministry of Corporate Affairs had taken the Green Initiative in Report of Corporate Governance by allowing paperless compliances by Companies through electronic mode. The Company supports the Green Initiative and has accordingly decided to send annual report to its Shareholders to their respective registered Email address.

The Company appeals to its Shareholders who are yet to register the Email addresses that they take necessary steps for registering the same so that we can also become a part of the initiative and contribute towards Green Initiative.

ACKNOWLEDGMENT

The Board of Directors would like to thank the Customers Vendors Investors Financial Institutions Bankers Business Partners and Government Authorities for their continued support. The Board of Directors also appreciates the contribution made by the employees at all levels for their hard work dedication co-operation and support for the growth of the Company.

The Board of Directors would also like to thank all stakeholders for the continued confidence and trust placed by them with the Company.

For TREND ELECTRONICS LIMITED
(A Company under Corporate Insolvency Resolution Process by NCLT order dated 25th September 2018)
VIVEK DHARMKIRAN PATWARDHAN
DIRECTORDIRECTOR
DIN: 00214361DIN: 08136757
Place: Mumbai
Date: 17th December 2019

   

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