You are here » Home » Companies » Company Overview » Trend Electronics Ltd

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
OPEN 12.87
PREVIOUS CLOSE 12.87
VOLUME 1
52-Week high 12.87
52-Week low 11.68
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.87
CLOSE 12.87
VOLUME 1
52-Week high 12.87
52-Week low 11.68
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Trend Electronics Ltd. (TRENDELECTRONIC) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the Twenty-Eighth Annual Report togetherwith the Audited Accounts and Auditors' Report for the financial year ended on 31stMarch 2018.

FINANCIAL HIGHLIGHTS

The performance of the Company for the financial year ended on 31st March2018 is summarized below:

(Rs. in Million)
Particulars Year Ended on 31st March 2018 Year Ended on 31st March 2017
Revenue from Operations 3949.50 11844.93
Other Income 16.10 167.11
Total Income 3965.60 12012.04
Profit /(Loss) Before Finance Costs Depreciation and Tax (1950.90) 504.29
Finance Costs 1090.42 998.12
Depreciation and Amortization 230.54 233.93
Profit /(Loss) Before Tax (3271.86) (727.76)
Tax including deferred tax (243.63) 55.34
Profit /(Loss) after Tax (3028.23) (783.10)

PERFORMANCE REVIEW

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

During the year under review the Company has earned a total income of Rs. 3949.50Million as against Rs. 11844.93 Million for the previous year. Total Expenditure amountedto Rs. 7237.46 Million as against Rs. 12739.80 Million for the previous year. TheCompany has incurred a net loss of Rs. 3028.23 Million as against a loss of Rs. 783.10Million for the previous year.

CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in the nature of business of theCompany.

DIVIDEND

In view of the loss incurred by the Company the Board of Directors do not recommendany dividend for the Financial year ended on 31st March 2018.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to any reserve.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review the Company has not transferred any in respect of unpaid/unclaimed dividend to the Investor Education And Protection Fund.

DEPOSITS

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

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURED AFTER THE BALANCE SHEET DATE

The State Bank of India the financial creditor of the Company had filed anapplication with Hon'ble National Company Law Tribunal Mumbai Bench Mumbai("NCLT") on 5th April 2018 for the debts due to them and initiationof Corporate Insolvency Resolution Process ("CIRP") in respect of the Companyunder Section 7 of the Insolvency and Bankruptcy Code 2016 ("IBC"). Howeverthe application is not yet admitted by the NCLT.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of Loans guarantees given and investments made during the year from 1stApril 2017 to 31st March 2018 as required under Section 186 of Companies Act2013 are provided in Note No. 4 and 37(ii) of the Financial Statements.

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

All the related party transactions are entered on arm's length basis in ordinarycourse of business and are in compliance with the provisions of Section 188 of theCompanies Act 2013 and the rules made there under and the Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

There are no materially significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel etc. which may have potential conflictwith the interest of the Company at large or which warrants the approval of shareholders.Accordingly no transactions are being reported in Form AOC 2 in terms of Section 134 ofthe Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014.However the details of transactions with Related Party are provided in Company'sFinancial Statements in accordance with the Accounting Standards.

The Policy on Related Party Transactions as approved by the Board is Uploaded onCompany's 'http://www.trendelectronics.in/image/trend/Trend%20Related%20Party%20Transaction%20Policy.pdf.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Company Joint Venture and Associate Company.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company has in place the Nomination and Remuneration Committee. The Company hasfurther formulated the Nomination and Remuneration Policy on directors' appointment andremuneration including the criteria for determining qualifications positive attributesand independence of director. The other details form part of the Corporate GovernanceReport.

EMPLOYEES REMUNERATION

In terms of the provisions of section 197 (12) of the Companies Act 2013 and rule 5 ofthe Companies (Appointment & remuneration of Managerial Personnel) Rules 2014 asamended from time to time there are no employees who were drawing remuneration in excessof limits prescribed under the said rules. The information as per rule 5 (1) forms part ofthis Director's Report. However as per first proviso to section 136 (1) of the Act theDirector's report and the financial statements are being sent to members of the companyexcluding the statement of particulars under rule 5 (1). Any member interested inobtaining a copy of the said statement may write to the company secretary at theregistered office of the Company.

CONSERVATION OF ENERGY

Energy prices have increased at an alarming rate and at the same time the interest inenvironmental responsibility is at an all time high. Your Company is looking for ways toconserve energy reduce carbon emissions and save on overall utility costs.

While total energy management is very complex there are some relatively simplestrategies that can reduce your Company's energy consumption lower costs and advanceyour conservation goals.

The Company is already having team of experts who monitors and devices various means toconserve the energy. Some of the specific measures undertaken by Company for conservationof energy are:

• Demand efficiency restoration;

• Installation of electronic timers which has helped to cut down the electricityconsumption;

• Proper ventilation at the manufacturing facility that makes use of naturalillumination and thereby reducing the usage of electric bulbs/tubes;

• Use of energy saving Lighting Systems;

• Addition and installation of newer generation Air Compressor that consume lesspower yet can deliver more throughout;

• Regular maintenance and replacement of worn-out Machinery for optimum;

• performance with reduction in power consumption;

• Use of dimmer switches;

• Recycling of papers cups cardboards and envelopes etc.;

• Display of charts at the premises plant office showing the means forconservation of energy;

• Unplugging appliances when not in use or unused;

• Insulation of walls & ceilings;

• Involvement of all employees in the drive of conservation of energy;

• Arrange awareness programs for the concerned on the various energy efficientproducts that are available;

• Inspect & maintain machinery so as to keep the energy/fuel consumption at anoptimum level; and

• Discourage printing of documents & encourage communications through e-mails.

The adoption of the aforesaid energy conservation measures have helped in propermonitoring and usage of energy minimizing the wastage and increase in overall efficiencyat every stage of power consumption which has resulted to maintain the cost of productionat optimum level.

RESEARCH & DEVELOPMENT; TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Manufacturing innovation is fostered by research and development of technologies thatare aimed at increasing the competitive capability of manufacturing concerns. Broadlyspeaking manufacturing-related Research and Development (R&D) encompassesimprovements in existing methods or processes or wholly new processes machines orsystems.

Your Company often spend resources on certain investigative undertakings in an effortto make discoveries that can help develop new products or way of doing things or worktowards enhancing pre-existing products or processes.

Research and development bring new knowledge and processes to a business Individualsand organizations are the direct consumers of energy & may want to conserve energy inorder to reduce energy costs.

R&D activities involve incorporating innovative concepts/features that a businessconducts to improve existing products and procedures or to lead to the development of newproducts and procedures.

Your Company utilizes R&D to improve on product lines growth through and throughthe development of new goods and services.

In endeavour to keep pace with the changing technologies worldwide and to offerproducts with maximum durability at low cost. As such the Company pays utmost importanceto R&D. The Company has in-house R&D Facility comprising of experts to helpCompany to stay at par with the adaption of latest technologies. Primary function of theR&D department is to conduct researches for new products/new technologies and developnew solutions. In order to be competitive the Company continuously has to be updated onsuch changing needs and has to find ways for new technologies and development of variousproducts.

The R&D activities during the year were minimal on account of decline in operationlevels. The following key tasks are carried out as a continuous process viz.:

• Improved operational process.

• Developed and updated the products created by the Company.

• Ensuring that the newer products satisfy the consumer's aspirations in termsof features & the product cost.

• To define the quality checks on products manufactured by the company.

• To ensure the products of the Company meet market standards.

• Aids to the company in staying competitive with others in the industry.

• To research and analyze the products other businesses are creating as well asthe new trends within the industry.

Benefits derived from R & D Activities:

The Company was successful in developing and updating Set Top Boxes inter-aliaincluding Ultra High Definition -4k Set Top Box.

Future Plan of action:

In near future your Company shall continue to focus on newer technologies and offerthe same to the customers at an affordable prices. Your Company shall continue to rolloutinnovative products which is in line with its ideology of bringing about change combinedwith quality that is trusted by the millions of customers.

During the year under review no recurring expenses are incurred on R&D.

Technology Absorption:

Using technology efficiently needs a conscious effort. Because of its continuousefforts in the sphere of technology absorption your Company has been accredited withCertificate of Compliance to the latest ESD Standard. The Company plans to focus ondevelopment of new technologies which would offer better products to all classes ofconsumers at an affordable price.

Foreign Exchange Earnings and Outgo:

During the year under review Foreign Exchange Earnings amounted to Rs. NIL as againstRs. 120.08 Million for the previous year. Foreign Exchange Outgoes amounted to Rs.1805.81 Million as against Rs. 3421.10 Million for the previous year.

RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place the Risk Management Policy to identify the risk elements andmanage monitor and report on the principal risks and uncertainties that can impact itsability to achieve its strategic objectives. The Company has proper confidentialities andprivacy policies to control risk elements. The Company has wherever required takeninsurance policies to protect the property assets etc.

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

CORPORATE SOCIAL RESPONSIBILITY POLICY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company values the basic principals enshrined in the concept of Corporate SocialResponsibility. The Company continues to undertake various programs as a part of CorporateSocial Responsibility. During the year under review the Company continued to undertakevarious activities such as Blood Donation Camp up gradation of green and energy-efficientproducts contribution to local communities and encouraging the spread of environmentalconservation activities.

The scope and composition of the Committee forms part of the Corporate GovernanceReport. The Company has formed a Committee titled as "Corporate Social ResponsibilityCommittee" in terms of the provisions of Section 135 of the Companies Act 2013. Thesaid Committee recommends the amount of expenditure to be incurred on such activities; andmonitors the Corporate Social Responsibility Policy of the Company. In view of the lossincurred by the Company no expenses were incurred towards Corporate Social Responsibilityactivities.

HEALTH SAFETY & ENVIRONMENT

In understanding the safety climate or culture of a workplace the perceptions andattitudes of the workforce are important factors in assessing safety needs. Safetysolutions may fail if they do not take into account these prevailing attitudes andperceptions. Also changes in attitudes and perceptions about safety are often likelyoutcomes of safety interventions. The aim of your Company is to develop a measure ofperception and attitudes about safety as an indicator of safety culture for use withworking populations. For environmental health and safety benefits are typically definedin terms of the value of having a cleaner environment or a safer workplace.

The following are some of the Health Safety and Environment measures undertaken by theCompany during the year:

• Your Company is having a protocol in place so that when new people joins even ifit's just for half a day they undergo routine training on how to avoid an incident.

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

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

• Proper reporting system was implemented at the work place in the event of aninjury. The incidents are kept track of so that they can be monitored and measures put inplace to prevent them happening again.

• Installation of Effluent Treatment Plant where the waste water is treated andrecycled for gardening purposes.

• Round the clock occupational health center and ambulance with all medicaldevices.

• Awareness programs on AIDS.

• Abhiyan under Swach Bharat program.

• Timely disposal of waste and scrap materials.

The manufacturing facility and offices are equipped with modern amenities to meetstrict requirements of efficient servicing and smooth functioning at all times. TheCompany follows strict compliance of pollution environment and safety norms in carryingout all its activities.

INFORMATION TECHNOLOGY

Information technology (IT) is considered a subset of information and communicationstechnology (ICT). The term is commonly used as a synonym for computers and computernetworks but it also encompasses other information distribution technologies. Severalindustries are associated with information technology including computer hardwaresoftware electronics semiconductors internet telecom equipment engineeringhealthcare e-commerce and computer services.

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

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

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

In terms of the provisions of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has formed an InternalComplains Committee to inter-alia (i) Prevent sexual harassment of women at the workplaceand (ii) Redress the complaints in this regard.

During the year under review the Company did not receive any complaint.

DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED DURING THE YEAR

Pursuant to the provisions of Section 152 and Section 161 of the Companies Act 2013and the Rules made thereunder and in terms of the Articles of Association of the CompanyMrs. Smita Dharm (DIN: 07144712) was appointed as a Non-Executive Non-IndependentDirector of the Company and is liable to retire by rotation and being eligible offeredherself for reappointment.

After balance sheet date:

Mr. Subhash S. Nabar resigned from the office of Board of Directors of the Companyw.e.f. 1st April 2018. The Board takes this opportunity and places on recordits sincere appreciation for the valuable guidance received from Mr. Subhash S. Nabarduring his tenure as director of the Company.

Mr. Kiran Patwardhan (DIN 08136757) was appointed as an Additional Director on theBoard of the Company at the meeting held on 18th May 2018. In terms of theprovisions of the Companies Act 2013 and the Rules made thereunder he holds office uptothe date of ensuing Annual General Meeting. The Company has received a notice in writingalongwith the requisite deposit from a member under Section 160 of the Companies Act2013 signifying its intention to propose the candidature of Mr. Kiran Patwardhan for theoffice of Directors of the Company. The Board recommends his appointment.

A brief profile of Director(s) seeking re-appointment at the ensuing Annual GeneralMeeting nature of expertise and in specific functional area name of other publiccompanies in which he/she holds directorship membership/ chairmanship of committees ofthe Board of Directors particulars of the shareholding and relationship between theDirectors KMP's Manager as stipulated under Regulation 36(3) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 andSecretarial Standard 2 issued by The Institute of Company Secretaries of India is appendedto the Notice.

Details of Key Managerial Personnel:

In compliance with the provisions of Section 203 of the Companies Act 2013 the Companyhas appointed Company Secretary and Chief Financial Officer. However after the balancesheet date Mr. Kaustubha A. Sahasrabudhe Company Secretary of the Company has resignedfrom the post of Company Secretary.

The Company is in process of identifying and appointing a suitable candidate.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 and the provisions of SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 stating that they meet the criteria of independence as provided therein.

NUMBER OF MEETINGS OF THE BOARD HELD DURING THE YEAR

During the financial year under review the Board met 5 (Five) times. The detailsregarding the attendance and the date of Board Meetings are provided in the CorporateGovernance Report.

COMMITTEES OF THE BOARD

Pursuant to the provisions of the Companies Act 2013 and provisions of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 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; and

6. Finance and General Affairs Committee

The composition scope and powers of the aforementioned Committees together withdetails of meetings held during the year under review forms part of Corporate GovernanceReport.

FORMAL ANNUAL EVALUATION

Pursuant to provisions of Companies Act 2013 and Securities And Exchange Board OfIndia (Listing obligation and Disclosure Requirements) Regulations 2015 the Nominationand Remuneration Committee has already adopted a formal mechanism for evaluating theperformance of the Board of Directors as well as that of its Committees and individualsDirectors Including Key management Personnel/ Senior Management etc.

During the year under review the exercise was carried out through an evaluationprocess covering aspects such as composition of the Board Experiences CompetencyGovernance issues etc.

LISTING

The equity shares of your Company are listed on the BSE Limited (Bombay stockExchange).

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the CompaniesAct 2013 and as stipulated under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. A separate section onCorporate Governance under the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 along with a certificate from the auditorsconfirming the compliance is annexed and forms part of this Annual Report.

CASH FLOW STATEMENT

The Cash Flow Statement for the financial Year ended from 1st April 2017 to31st March 2018 in conformity with the provisions of the Companies Act 2013and Rules made thereunder and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed hereto and formspart of this Financial Statement.

AUDITORS AND THEIR REPORTS

1. STATUTORY AUDITORS AND AUDIT REPORT:

The members of the Company have at 27th Annual General Meeting held on 29thSeptember 2017 approved the appointment of M/s. S.Z. Deshmukh & Co. CharteredAccountants Mumbai (Firm Registration No. 102380W) as Statutory Auditor for the term of5 years i.e. from the conclusion of 27th Annual General Meeting until the conclusion of 32ndAnnual General Meeting of the Company.

Pursuant to Rule 3(7) of the Companies (Audit and Auditors) Rules 2014 the aforesaidappointment needs to be ratified by the members at the ensuing Annual General Meeting. Theprovisions relating to ratification of appointment of Auditors at every subsequent AnnualGeneral Meeting are omitted by Companies (Amendment) Act 2017 (effective date 07th May2018). Accordingly the Board is not seeking approval by passing resolution in relationto ratification of appointment of Statutory Auditor. Nonetheless the Statutory AuditorsM/s. S.Z. Deshmukh & Co. Chartered Accountants Mumbai (Firm Registration No. 102380W)have confirmed their eligibility under Section 141 of the Companies Act 2013.

AUDIT REPORT:

The Statutory Auditors of the Company have submitted Auditor's Report for thefinancial year ended on 31st March 2018 which have certain qualifications.

Management's Explanation to the Auditors Qualification.

In respect of the qualification with regards to persistent severe strain on the workingcapital and considerable decline in level of operations of the Company and continuouslosses incurred by the company and also referral of the company to National Company LawTribunal the explanation of management is as under:

The Company has incurred a loss of Rs. 3028.23 Million during the year ended March 312018 (previous year loss of Rs. 783.10 Million) and as of that date the Company'saccumulated losses amounts to Rs. 4119.58 Million (As on March 312017 accumulated lossesof Rs. 1092.19 Million) and it has negative net worth of Rs. 2611.11 Million (As onMarch 312017 positive networth of Rs. 696.11 Million).

Further State Bank of India the consortium member bank of the Company has initiatedCorporate Insolvency Resolution Process (CIRP) for the Company under the Insolvency andBankruptcy Code 2016 as amended and has filed the petition in National Company LawTribunal (NCLT) Mumbai. The matter is under consideration of the NCLT. In view of theabove and in view of the persistent severe strains on the working capital for more than ayear there is a significant drop in the production and sale of products which raisesdoubt on the ability of the Company to continue as "Going Concern" for thepurpose of activities and operations of the Company along with activities and operationsof other co-obligor companies. Also the referral of the Company in line with thedirectives of Reserve Bank of India to NCLT under the Insolvency and Bankruptcy Code bylenders amounts to a very material event. On this background during the year the Companyhas discarded and /or disposed of certain assets in view of the same being irretrievablefor the purpose of business. The Company continues the process for ascertaining theliquidation value for remaining current assets such as raw materials finished goodsstock-in-process receivables etc. justifiably assuming that the going concern conceptstands vitiated and necessary adjustments will be effected in the due course.

Emphasis of Matter in Financial Statement of the Company

The Auditors of the Company has give emphasis of the matter in the Ind AS financialstatements as follows:

The balance confirmations and reconciliation have not been received in respect ofcertain secured and unsecured loans balances with banks trade receivables trade andother payables and loans and advances. In the opinion of the management there will not beany material impact on the financial statements. The explanation of management is asunder:

The confirmations and reconciliation of balances of certain secured and unsecuredloans balances with banks trade receivables trade and other payables and loans andadvances are pending. The management is in the process of obtaining confirmations andreconciliation of balances. In the opinion of the management there will not be anymaterial impact on the standalone Ind AS financial statements.

2. COST AUDITOR AND COST AUDIT REPORT:

In accordance with the provisions of Section 148 of the Companies Act 2013 read withthe Companies (Audit & Auditors) Rules 2014 Companies (Cost Records and Audit) Rules2014 Companies (Cost Records and Audit) Amendment Rules 2015 (including any amendmentthereto or re-enactment thereof and amendments made thereto; from time to time the Boardof Directors of the Company had appointed Mr. Jayant B. Galande Cost Accountant inWhole-Time Practice Aurangabad (Membership Number 5255) as the Cost Auditor of theCompany to conduct audit of Cost Accounting Records maintained by the Company for thefinancial year commencing on 1st April 2017 and ending on 31st March 2018 inrespect of the products covered under "Electricals or Electronic Machinery". Incompliance with the provisions the remuneration payable to the Cost Auditor was ratifiedby the members of the Company.

Further the Board of Directors are in the process of appointing Cost Auditor of theCompany to conduct audit of Cost Accounting Records maintained by the Company for thefinancial year commencing on 1st April 2018 and ending on 31st March 2019 inrespect of the products covered under "Electricals or Electronic Machinery".

In compliance with the provisions we hereby submit that the Company will file CostAudit Report for the financial year ended on 31st March 2018 on or before 27thSeptember 2018 (being due date).

3. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board had appointed Mr. Soumitra Mujumdar Company Secretary in Whole-time Practice(CP No. 12363) to carry out Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013 for the financial year ended on 31st March 2018. Thereport of the Secretarial Auditor is annexed to this report as Annexure-1. SecretarialAuditor has made certain observations in the Secretarial Audit Report. The explanation ofmanagement is as under:

• Non filing of e-form MGT-14 in respect of certain resolutions IEPF 1 and IEPF-2Delayed filing of Form CRA-2 (Notice of Appointment of Cost Auditor) for the financial2017-2018 was on account technical difficulties. The Company is in the process of filingall the forms and transferring unpaid/unclaimed dividend as well as shares to IEPF underthe amended provisions of Companies Act 2013 and Rules made thereunder.

• the Company is in the process of identification of suitable candidate forappointment as Managing Director or Chief Executive Officer or Manager or Whole TimeDirector under the provisions of Section 203 of the Act and rules made thereunder.

• The non filing of annual return of Foreign Liabilities and Assets was accidentalomission and shall be completed soon.

• The Company could not file Form SH-7 and PAS-3 due to some technicaldifficulties and expect to complete the filings soon.

• Non-compliance/delay in quarterly compliance with SEBI (LODR) 2015 was onaccount of operational difficulty.

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

No fraud/misconduct detected at the time of statutory audit by Auditors of the Companyfor the financial year ended on 31st March 2018.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.

ANNUAL RETURN

Pursuant to the provisions of section 23 (ii) of the Companies (Amendment) Act 2017every company shall place a copy of annual return on the website of the company if anyand the weblink of such annual return shall be disclosed in the Board's Report.Accordingly the company has placed its annual return on the website of the Company i.e.www.trendelectronics.in.

ORDERS PASSED BY REGULATORS/COURTS/ TRIBUNALS

During the year under review there were no material orders passed by Regulators/Courts/Tribunals during the year impacting the going concern status and company'soperations in future.

DIRECTOR RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the CompaniesAct 2013 the Board hereby submit its responsibility Statement:-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had 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 loss of the company for that year;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Board of Directors would like to thank the Customers Vendors Investors FinancialInstitutions Bankers Business Partners and Government Authorities for their continuedsupport. The Board of Directors also appreciates the contribution made by the employees atall levels for their hard work dedication co-operation and support for the growth of theCompany.

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

For and on Behalf of the Board of Directors of

TREND ELECTRONICS LIMITED

VIVEK D. DHARM CHANDRAKANT JYOTI
DIRECTOR DIRECTOR
DIN:00214361 DIN:03375482
Place: Mumbai
Date: 17th August 2018