The Members Trescon Limited
Your Directors take pleasure in presenting the 25th Annual Report of the Companytogether with Audited Financial Statements for the year ended March 31 2020. This reportstates compliance as per the requirements of the Companies' Act 2013 ("theAct") the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") and other rules andregulations as applicable to the Company.
The Company's financial performance for the financial year ended March 31 2020 ascompared to the previous financial year is summarized below:
|Particulars ||31st March 2020 ||31st March 2019 |
|Revenue From Operations ||0.41 ||2387.72 |
|Other Income ||663.99 ||146.01 |
|Total Revenue ||664.40 ||2533.73 |
|Total Expenditure ||288.66 ||2501.53 |
|Profit/(Loss) Before Exceptional Items ||375.74 ||32.20 |
|Exceptional Items ||Nil ||Nil |
|Profit/(Loss) Before Tax ||375.74 ||32.20 |
|Tax Expenses || || |
|i) Current Tax ||54.63 ||26.00 |
|ii) Deferred Tax ||Nil ||Nil |
|iii) MAT Credit ||Nil ||Nil |
|Profit/(Loss) After Tax ||321.11 ||6.20 |
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.
During the year under review the issued and subscribed share capital increased fromRs.618757850 to Rs. 724866000 and the paid up share capital of the Company increasedfrom Rs.601608600/- to Rs.707716750/- on account of Conversion of Warrants intoEquity shares.
CONVERSION OF WARRANTS
The Company had converted 36 05470 and 70 05345 Warrants on March 31 2020 and May29 2020 respectively into equivalent number of Equity Shares.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The Company does not have any subsidiary associate and joint venture Company.
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate report on Corporate Governance alongwith a certificate from Mr. Mandar Palav the Secretarial Auditor of the Company on itscompliance forms part of this Report as Annexure A to Secretarial Audit 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 Companies Act 2013 and ListingRegulations 2015. During FY 2019-2020 your Board met 5 (five) times details of which areavailable in Corporate Governance Report annexed to this report.
Mr. Vilas Kharche Chairman and Whole-time Director is liable to retire by rotation atthe ensuing Annual General Meeting and being eligible he has offered himself forre-appointment. Your Board recommends his re-appointment with all his earlier terms andconditions of appointment remaining same. A resolution to the effect is placed in theNotice for the ensuing Annual General Meeting for consideration / approval of the membersfor your consideration and approval.
Changes in the Directors and Key Managerial Personnel (KMP) during the year.
|Name of the Director / KMP ||Appointment / Resignation/ No change ||With effect from |
|Mr. Vilas Kharche-Chairman and Executive Director ||Appointment ||April 062019 |
|Mr. Dinesh Patel-Joint Managing Director ||Appointment ||April 062019 |
|Mr. Jinesh Savadia Non executive Non Independent Director ||Resignation ||April 062019 (Close of the business hour) |
|Mr.Ankit Prajapati-Executive Director ||Resignation ||April 062019 (Close of the business hour) |
|Mr. Dinesh Patel-Joint Managing Director ||Resignation ||September 282020 (Close of the business hour) |
|Mr. Rohit Kharche-Executive Director ||Appointment ||September 282020 |
|Ms. Vidhi Shambwani-Company Secretary ||Resignation ||August 31 2019 (Close of the business hour) |
|Mr. Mandar Chavan-Company Secretary ||Appointment ||February 11 2020 |
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) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
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. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
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 2020the 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 affairs of the Company as at March 31 2020 and of the profitof the 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 operatingeffectively; 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 operatingeffectively.
DETAILS OF BOARD AND COMMITTEE MEETINGS
(a) Board Meetings
The Board of Directors of the Company met Five (5) times during the financial yeari.e. from April 06 2019 May 30 2019 August 14 2019 November 14 2019 and February11 2020. Details of the Board Meetings and attendance of the Directors are provided inthe 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.
(a) Statutory Auditors
M/s. Koshal & Associates Chartered Accountants (Firm Registration No. 121233W)were appointed as the Statutory Auditor of the Company at the 23rd Annual General Meetingheld on September 29 2018 to hold the office for a period of 5 (five) years till theconclusion of the 28th Annual General Meeting to be held in the year 2023 in terms of theapplicable provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014.
The Notes to the Financial Statements are self-explanatory and do not call for anyfurther comments. There is no audit qualification 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 Mr. Mandar Palav of M/s. DSM & Associates Practicing Company Secretary(Membership No 27695) to undertake the Secretarial Audit of the Company. The report ofthe Secretarial Auditor is annexed herewith as "Annexure 2". The report of thesecretarial auditor is self-explanatory and confirming compliance by the Company of allthe provisions of applicable 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 and report are not made andmaintained by the Company.
Pursuant to provisions of Section 138 read with rules made thereunder the Board hasappointed M/s M/s Meenakshi Manish Jain & Associates Chartered Accountants (FirmRegistration No. 145031W) as Internal Auditors of the Company to check the internalcontrols and functioning of the activities and recommend ways of improvement. InternalAudit is carried out on a yearly basis and the report is placed in the Meetings of theAudit Committee and the Board for their consideration and direction. Their scope of workis as decided by the Audit Committee 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 inefficiency or inadequacy ofthe controls.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 a statement showing the names and other particulars of employees drawingremuneration in excess of the limits set out in the said Rules if any forms part of theReport as Annexure.
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 affirmed that no personnel of the Company has been denied access to the AuditCommittee. The Policy as approved by the Board is uploaded on the Company's website: www.trescon.com
RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis.
In the light of provisions of Section 188 read along with Section 186 of the CompaniesAct 2013 the Board of Directors of your Company has approved the proposed transactionsalong with annual limit (April 01 2020 to March 31 2021) that your Company may enterinto with the related parties.
The Company has adopted a Related Party Transactions Policy. The policy as approved bythe Board is uploaded on the Company's website
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 amount as stipulated. 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.
Your Company has not during the year under review accepted any deposit within themeaning of Section 73 of the Companies Act 2013.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to the Financial Statements.
EXTRACT OF ANNUAL RETURN
As per provision of sub-section 3(a) of Section 134 and sub section (3) of Section 92of the Companies Act 2013 read with Rule 12 of the Company (Management andAdministration) Rules 2014 the extract of the Annual Return as at March 31 2020 isprovided in Annexure 1 in prescribed format MGT-9 and the same is placed on the website www.trescon.com
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 (LODR)Regulations is annexed herewith as Annexure to the Board Report in Annexure 3.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report for the financial year ended March 31 2020 asstipulated under Regulation 34(2) of SEBI LODR Regulations is attached as part of theAnnual Report.
The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS 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 ofconservation of energy and technology absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.
Further the Foreign Exchange Earnings and outgo during the year under review is NIL.
SHIFTING OF REGISTERED OFFICE
The Registered office of the Company has been shifted from 304Third Floor NeelkanthCorporate Park Premiere Road Vidyavihar(West) Mumbai-400 086 to 203-204 Second FloorOrbit Plaza New Prabhadevi Road Prabhadevi Mumbai Maharashtra 400 025 w.e.f. September282020.
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 financialposition have occurred between the end of the financial year of the Company and the dateof this report
No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future
No complaint received from any employee pursuant to the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and rules madethereunder.
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 (Formerly Pushpanjali Floriculture Limited) |
|Place: Mumbai ||Sd/- Vilas Kharche Chairman and Wholetime |
|Dated: November 28 2020 ||Director (DIN: 02202006) |