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Tricom Fruit Products Ltd.

BSE: 531716 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE843F01014
BSE 00:00 | 06 Feb Tricom Fruit Products Ltd
NSE 05:30 | 01 Jan Tricom Fruit Products Ltd
OPEN 5.56
PREVIOUS CLOSE 5.56
VOLUME 10
52-Week high 6.25
52-Week low 5.30
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 5.56
Sell Qty 989.00
OPEN 5.56
CLOSE 5.56
VOLUME 10
52-Week high 6.25
52-Week low 5.30
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 5.56
Sell Qty 989.00

Tricom Fruit Products Ltd. (TRICOMFRUIT) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 23rd Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2017.

1. Financial Results:

(Rs. In lacs)
Particulars 2016-2017 2015-2016
Total Income from Operations - 107.14
Finance Cost 574.30 599.78
Depreciation 246.59 251.71
Profit before Taxation (811.64) (1013.70)
Provisions for Taxes Nil Nil
Exceptional Items Nil 0.90
Profit after Taxes (811.64) (1014.60)
Balance brought forward (8579.93) (7565.32)
Prior Period Income Nil Nil
Appropriations Nil Nil
Profit carried to Balance Sheet (9391.57) (8579.93)
Earnings per share (4.25) (5.62)

2. Brief description of the Company's working during the year/State of Company's affair

The Company was not carried out any operations during the year. Therefore income fromoperations was Nil as compared to income from operations of ' 107.14 lacs during theprevious financial year. The Loss was ' 811.64 Lacs as compared to loss of ' 1014.60 Lacsduring the previous financial year.

3. Dividend

Due to the loss incurred during the year the Board of Directors of your Company doesnot recommend any dividend for the Financial Year 2016-17.

4. Reserves

Due to loss incurred during the year the amount is not transferred to reserves.

5. Share Capital

The paid up capital of the Company as on 31st March 2017 was ' 190940500. Duringthe year under review the Company has not issued shares with differential voting rightssweat equity shares and shares under Employees Stock Option Scheme.

6. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Chetan Kothari Director retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offer himself for reappointment.

Mr. Rajesh Panamburkar resigned on 30th May 2016 as Independent Director of theCompany. Further Board in its meeting held on 14th February 2017 has vacated the officeof Mr. Amol Mhatre as Whole Time Director pursuant to section 167 of the Companies Act2013.

The Company has received declarations from the Independent Directors of the Companyconfirming that they meet criteria of independence as prescribed both under the act andSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

7. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annual Report is annexed as(Annexure-I)

None of the employee was drawing remuneration in excess of the limits set out in the Interms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation may write to the Company at the registered office of the Company and the samewill be furnished on request.

8. Meetings

During the year seven Board Meetings and one Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

9. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI(Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance.

10. Remuneration Policy:

The policy of the Company on directors' appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of section 178 of the CompaniesAct2013 is available on our website at http://www.tricomfruitproducts.com/download/Remmuneration%20Policy.pdf. There has been no change in the policy since lastfiscal. We affirm that the remuneration paid to the directors is as per the terms laid outin the Remuneration Policy of the Company.

11. Auditors:

In terms of the provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 it is mandatory to rotate the statutory auditors on completion ofthe maximum term permitted under the said section. The Board of Directors has at itsMeeting held on 1st September 2017 recommended appointment of M/s. R.V. Panamburkar &Associates Chartered Accountants Membership No. 113013 as the new statutory auditors ofthe Company. It will hold office for a period of five consecutive years from theconclusion of the 23rd Annual General Meeting till the Annual General Meeting to be heldin the year 2022 subject to the approval of the shareholders of the Company. The Companyhas received a certificate from the Statutory Auditors to the effect that theirappointment if made shall be in compliance with the provisions of Section 139 and 141 ofthe Companies Act 2013. Necessary resolution seeking approval of the members forappointment of new statutory auditors has been incorporated in the Notice convening theAnnual General Meeting forming part of this Annual Report.

12. Auditors' Report:

Our replies to the Auditors' qualifications are as follows:

1. The Company is trying to come out from this situation by negotiating with EdelweissAsset Reconstruction Company Limited.

2. The process of search of PE investor is still going on and whenever the Company willget such investor it can settle the dues with Edelweiss Asset Reconstruction CompanyLimited.

3. Since the negotiations with the lenders are in process the Company is still goingconcern.

4. Due to severe financial crisis the Company has requested the lenders to waive offtheir interest on loan and negotiation on said matter is going on between the Company andthe lenders. On the basis of discussion with lenders management feels that no interestprovision is required on loan from the lenders. However if any interest provision isrequired as per final negotiation it will be made as and when required to the extent ofinterest finally payable.

13. Secretarial Audit Report :

In terms of Section 204 of the Act and Rules made there under M/s. Jaanvi Joshi &Associates Company Secretaries Practicing Company Secretary have been appointedSecretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed asAnnexure II to this report. The report is self-explanatory and our replies to the commentsare as follows.

• We have not appointed a Company Secretary and Chief Financial Officer during theperiod under review in our Company in terms of section 203(1) of the Companies Act 2013as we could not find suitable candidate in Company's budget due to financial condition ofthe Company. We ensure you as soon as we get a suitable candidate we will appointimmediately.

• The Company had given reply to the show cause notice received from Securitiesand Exchange Board of India.

• The Company is in the process of searching of Independent Director. Whenever theCompany will appoint Independent Director the Company will reconstitute its AuditCommittee and Nomination and Remuneration Committee.

• Directors are disqualified due to disqualification in other Company where theywere directors.

14. Vigil Mechanism/Whistler Bowler Policy :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. A VigilMechanism/ Whistler Bowler Policy for directors and employees to report genuine concernshas been established. The Vigil Mechanism Policy/ Whistler Bowler Policy has been uploadedon the website of the Company at http://www.tricomfruitproducts.com/download%5CWhistle%20Blower%20Policy.pdf

15. Risk management policy

The Company has framed a Risk Management Policy to identify and access the key businessrisk areas and a risk mitigation process.

A detailed excise is being carried out that the organization faces such as strategicfinancial credit market liquidity legal regulatory and other risks. The Boardperiodically reviews the risks and suggests steps to be taken to control and mitigate thesame through a properly defined framework.

16. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as (ANNEXURE III).

17. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

Edelweiss Asset Reconstruction Company Limited has taken physical Possession of theLand Buildings and Plant & Machinery of the Company. Except this there is nomaterial changes and commitments affecting the financial position of the company whichhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of the report.

18. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

19. Adequacy of Internal Financial Controls :

The Company has adequate internal financial controls in place with reference tofinancial statements. These are continually reviewed by the Company to strengthen the samewherever required. The Board addresses issues if any raised by Statutory Auditor inrespect of internal financial control.

20. Deposits

The details relating to deposits covered under Chapter V of the Act-

(a) accepted during the year; NIL

(b) remained unpaid or unclaimed as at the end of the year; ' 36435281/-

(c) whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-

(i) at the beginning of the year; ' 36495281/-

(ii) maximum during the year; ' 36435281/-

(iii) at the end of the year; ' 36435281/-

The details of deposits which are in compliance with the requirements of Chapter V ofthe Act except section 73(2) (C) 73 (3) and 74(1)(b)of the Companies Act 2013.

21. Particulars of loans guarantees or investments under section 186:

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.

22. Particulars of contracts or arrangements with related parties:

All related party transactions done by the Company during the financial year were atarm's length and in ordinary course of business. All related party transactions wereplaced in the meetings of Audit Committee and the Board of Directors for their necessaryreview and approval. During the financial year your Company has not entered into anymaterial transaction (as per SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015) with any of its related parties which may have potential conflict withthe interest of the Company at large. Disclosure pursuant to Accounting Standards onrelated party transactions have been made in the notes to the Financial Statements. Toidentify and monitor significant related party transactions Company has also framed apolicy on the related party transactions and the same is available on the Company'swebsite http://www.tricomfruitproducts.com/download%5CRelated%20Party%20Transactions%20Policy.pdf

23. Corporate Governance Certificate:

The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in SEBI (Listing obligation and DisclosureRequirements) Regulation 2015 annexed with the report.

24. Management Discussion and Analysis:

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2017.

25. Disclosures:

Audit Committee:

During the year upto 30th May2016 Audit Committee comprises of Three Directors two ofwhom are Non Executive and Independent Directors and one Director who is Promoter andExecutive Director. All the Directors possess knowledge of corporate finance accounts andcompany law. An Independent Non Executive Director acts as Chairman of the CommitteeMeetings. During the year under review only one Audit committee meeting was held. Afterresignation of Mr. Rajesh Panamburkar Chairman and Independent Director of the AuditCommittee on 30th May2016 criteria of satisfying the constitution of the Audit Committeeas per SEBI (Listing obligations and Disclosure Requirements) Regulations2015 is notfulfilling. Hence Board has decided to carry out the duties of Audit committee untilAudit Committee gets reconstituted.

26. Obligation of Company Under The Sexual Harassment Of Women At Workplace(Prevention Prohibition And Redressal) Act 2013:

During the year Committee was dissolved due to non requirement of Committee as per theSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013 ('Act') and Rules made there under

27. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The information as prescribed under Section 134(3) (m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 is forming part of Directors Report attached asAnnexure -IV to the Directors' Report.

28. Human Resources

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide for the motivation of the employees.

29. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that—

(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 profit and loss of the company for that period;

(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; and

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(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.

30. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

Registered Office: By Order of the Board
Gat No.336 338-341
Village Andori Taluka Khandala
Shirval Pandarpur Road
Satara - 415521. Maharashtra Chetan Kothari Chetna Kothari
CIN :L67120PN1995PLC139099 Managing Director Director
Place: Mumbai
Date : 1st September 2017