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Trescon Ltd.

BSE: 532159 Sector: Others
NSE: N.A. ISIN Code: INE088D01011
BSE 00:00 | 05 Aug 14.79 -0.09
(-0.60%)
OPEN

14.30

HIGH

14.87

LOW

14.21

NSE 05:30 | 01 Jan Trescon Ltd
OPEN 14.30
PREVIOUS CLOSE 14.88
VOLUME 2227
52-Week high 55.00
52-Week low 12.70
P/E 87.00
Mkt Cap.(Rs cr) 107
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 14.30
CLOSE 14.88
VOLUME 2227
52-Week high 55.00
52-Week low 12.70
P/E 87.00
Mkt Cap.(Rs cr) 107
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Trescon Ltd. (TRESCON) - Director Report

Company director report

To

The Members

Trescon Limited

Your Directors take pleasure in presenting the 26th Annual Report of the Companytogether with Audited Financial Statements for the year ended March 31 2021. This reportstates compliance as per the requirements of the Companies' Act 2013 the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and other rules and regulationsas applicable to the Company.

FINANCIAL REVIEW

The Company's financial performance for the financial year ended March 31 2021 ascompared to

the previous financial year is summarized below:

Particulars March 31 2021 March 31 2020
Revenue From Operations 358.99 0.41
Other Income 484.63 663.99
Total Revenue 843.62 664.40
Total Expenditure 475.48 288.66
Pro t/(Loss) Before Exceptional Items 368.14 375.74
Exceptional Items 32.73 Nil
Pro t/(Loss) Before Tax 335.41 375.74
Tax Expenses
i) Current Tax 52.80 54.63
ii) Deferred Tax 42.29 Nil
iii) Short provision for earlier year tax 47.48 Nil
Pro t/(Loss) After Tax 192.84 321.11

DIVIDEND

With a view to plough back the profits of the Company into the business operations theBoard of

Directors do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVE

Your Directors does not propose to carry any amount to reserves during the financialyear ended

March 31 2021.

SHARE CAPITAL

During the year under review the Authorized Share Capital of your Company as on March31 2021 stood at Rs. 750000000 divided into 75000000 Equity Shares of Rs.10/- each.The Issued Subscribed Share Capital of your Company is Rs. 724866000 divided into72486600 Equity Shares of Rs.10/-each and the Paid-up Share Capital is Rs. 707716750divided into 70200000 Equity Shares of Rs.10/- each fully paid up 2286500 EquityShares of Rs.10/- each Partly Paid-up of Rs.2.5/- each and 100 Equity Shares of Rs.10/-each Partly Paid-up of Rs.5/- each.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

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

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate report on Corporate Governance isprovided separately along with a certificate from R. Bhandari & Co(Membership No:FCSNo. 8048) the Secretarial Auditor of the Company on its compliance which forms part ofthis Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board currently comprises of 6 Directors including 3 (three)Non-Executive-Independent Directors 3 (three) Executive Directors. Independent Directorsprovide their declarations both at the time of appointment and annually confirming thatthey meet the criteria of independence as prescribed under the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. During FY 2020-2021your Board met 6 (six) times details of which are available in Corporate Governance Reportannexed to this report.

Mr. Virchand Lalka ( DIN: 02320431 ) Managing Director is liable to retire by rotationat the ensuing Annual General Meeting (“the AGM”) and being eligible he hasoffered himself for re-appointment. Your Board recommends his re-appointment with all hisearlier terms and conditions of appointment remaining same. A resolution to the effect isplaced in the Notice for the ensuing AGM for consideration / approval of the members foryour consideration and approval.

During the year under review following changes has taken place:

Name of the Director / KMP Appointment / Resignation With effect from
Mr. Sunil Jadhav-Chief Financial Officer Resignation May 20 2021
(Close of the business hour)
Mr. Abhishek Patil- Chief Financial Officer Appointment August 12 2021

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 read with rulesmade thereunder and Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 performance of non-independent directorsperformance of the board as a whole and performance of the Chairman was evaluated in aseparate meeting of Independent Directors. Based on such report of the meeting ofIndependent Directors and taking into account the views of directors the Board hadevaluated its performance on various parameters such as Board composition and structureeffectiveness of board processes effectiveness of flow of information contributions fromeach Directors etc.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134(3)(C) of the Companies Act 2013:

(a) that in the preparation of the Annual Accounts for the year ended March 31 2021the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

(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 a airs of the Company as at March 31 2021 and of the profit ofthe Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) that the Directors had laid down internal financial controls to be followed by theCompany and

that such internal financial controls are adequate and were operating effectively; and

(f) that the Directors had devised proper systems to ensure compliance with theprovisions of all

applicable laws and that such systems were adequate and operating effectively.

DETAILS OF BOARD AND COMMITTEE MEETINGS

(a) Board Meetings

The Board of Directors of the Company met Six (6) times during the financial year i.e.July 31 2020 September 03 2020 September 28 2020 November 13 2020 November 282020 and February 12 2021. Details of the Board Meetings and attendance of the Directorsare provided in the Corporate Governance Report which forms part of this Annual Report.

(b) Committees of the Board

With a view to having a more focused attention on the business and for bettergovernance and accountability the Board has constituted the Committees viz. AuditCommittee Stakeholders' Relationship Committee Nomination and Remuneration Committee andManagement Committee. The details with respect to the compositions roles terms ofreference etc. of relevant committees are provided in the Corporate Governance Report ofthe Company which forms part of this Annual Report.

AUDITORS

(a) Statutory Auditors

Koshal & Associates Chartered Accountants (Firm Registration No. 121233W) wereappointed as the Statutory Auditor of the Company at the 23rd AGM held on September 292018 to hold the officefor a period of 5 ( ve) years till the conclusion of the 28th AGMto be held in the year 2023 in terms of the applicable provisions of Section 139 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014.

The Notes to the Financial Statements are self-explanatory and do not call for anyfurther comments. There is no audit quali cation reservation or adverse remark for theyear under review.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed R. Bhandari & Co Practicing Company Secretaries (Membership No.FCS 8048)to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditoris annexed herewith as Annexure 2. The report of the secretarial auditor isself-explanatory and confirming compliance by the Company of all the provisions ofapplicable corporate laws.

(c) Cost Auditor

The Maintenance of Cost Records pursuant to Section 148 of the Companies Act 2013 isnot required by the Company and accordingly such accounts a nd report are not made andmaintained by the Company.

(d) Internal Auditor

Pursuant to provisions of Section 138 read with rules made thereunder on July 312020Meenakshi Manish Jain & Associates Chartered Accountants (Firm Registration No145031W) was appointed as Internal Auditor. The said Internal Auditor resigned onSeptember 032020 and consequently Kuwadia Shah Shah & Associates CharteredAccountants (Firm Registration No 139831W) was appointed w.e.f. September 032020 asInternal Auditors of the Company to check the internal controls and functioning of theactivities and recommend ways of improvement. Internal Audit is carried out on a quarterlybasis and the report is placed in the meetings of the Audit Committee and the Board fortheir consideration and direction. Their scope of work is as decided by the AuditCommittee and the Board of Directors.

INTERNAL CONTROL AND FINANCIAL REPORTING SYSTEMS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. It has documented the procedures covering allfinancial and operating functions and processes. These have been designed to provide areasonable assurance with regard to maintaining of proper accounting controls for ensuringthe reliability of financial reporting monitoring of operations protecting assets fromunauthorized use or losses and compliance with regulations.

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations have been recognized. Internal controlsystems ensure the reliability of financial reporting timely feedback on the achievementof operational and strategic goals compliance with applicable laws and regulations andthat all assets and resources are acquired economically used efficiently and adequatelyprotected.

During the year under review no material or serious observations have been receivedfrom the

Internal Auditors of the Company with respect to ine ciency or inadequacy of thecontrols.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as Annexure 3 to thisReport.

The information required pursuant to Section 197 of the Companies Act read with Rule5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company is not applicable to the Company asnone of the employees of the Company fall within the purview of the information requiredunder the said rules.

WHISTLE-BLOWER POLICY / VIGIL MECHANISM POLICY

Your Company is committed to standards of ethical moral and legal business conduct.The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis a rmed that no personnel of the Company has been denied access to the Audit Committee.The Policy as approved by the Board is uploaded on the Company's website:www.trescon.com

RELATED PARTY TRANSACTIONS

All related party transactions as referred in Section 188(1) of the Companies Act 2013read with the rules made there under that were entered into during the financial year wereon an arm's length basis and were in the ordinary course of business.All related partytransactions are placed before the Audit Committee.

The Company has formulated a Policy on related party transactions. This policy approvedby the Board is uploaded on the Company's website on :https://www.trescon.com/investors-section/ company-policies.html

The Company has entered material transaction with related parties during the year underreview which were reporting in Form AOC 2 in terms of Companies Act 2013 read withCompanies (Accounts) Rules 2014. The requisite disclosures in this regard is given inthis report as Annexure 1.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act 2013 in respect of Corporate SocialResponsibility is not applicable to the Company as the net worth turnover and profitduring the financial year is less than the stipulated amount. Accordingly no policy hasbeen framed by the Company on Corporate Social Responsibility and there is no reportingrequirement pursuant to provisions of Section 134 (3) (o) of the Companies Act 2013.

DEPOSITS

During the year under review your Company has not accepted any deposit within themeaning of

Section 73 of the Companies Act 2013.

LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the

Companies Act 2013 are given in the notes to the Financial Statements.

ANNUAL RETURN

As required under Section 92 of the Companies Act 2013 the Annual Return for thefinancial year ended March 31 2021 is available on the website of the Company athttp://www.trescon.com/ investors-section/ nancial-results.html

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review giving detailedanalysis of Company's operations as stipulated under Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is provided separately whichforms part of this Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the financial year ended March 31 2021 asstipulated under Regulation 34(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute ofCompany

Secretaries of India.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013

read with Rule 8 of the Companies (Accounts) Rules 2014 in respect of conservation ofenergy and technology absorption have not been furnished considering the nature ofactivities undertaken by

the Company during the year under review.

Further the Foreign Exchange Earnings and outgo during the year under review is NIL(0).

REPORTING OF FRAUDS BY AUDITORS

During the year under review there have been no instances of fraud reported by theAuditors to the Audit Committee of the Board pursuant to Section 143(12) of the Act andthe Rules made thereunder.

OTHER DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of thefollowing items as

there were no transactions on these items during the year under review:

No material changes and commitments which could affect the Company's financial positionhave

occurred between the end of the financial year of the Company and the date of thisreport

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact

the going concern status and Company's operations in future

No complaint received from any employee pursuant to the Sexual Harassment of Women at

Workplace (Prevention Prohibition and Redressal) Act 2013 and rules made thereunder.

CAUTIONARY STATEMENT

Statements in this Board's Report and Management Discussion and Analysis describing theCompany's objectives projections estimates expectations or predictions may beforward-looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement. Important factorsthat could influence the Company's operations include a change in government regulationstax laws economic and political developments within and outside the country and suchother factors.

ACKNOWLEDGMENTS AND APPRECIATION

The Directors wish to acknowledge and place on record their sincere appreciation forthe assistance and co-operation received from all the members regulatory authoritiescustomers financial institutions bankers lenders vendors and other businessassociates. The Directors also recognize and appreciate all the employees for theircommitment commendable efforts teamwork professionalism and continued contribution tothe growth of the Company.

For and on behalf of the Board of Directors of Trescon Limited
Sd/-
Place: Mumbai Vilas Kharche
Date: August 12 2021 Chairman and Whole-time Director
(DIN:02202006)

.