To The Members
Your Directors have pleasure in presenting their 27th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2021.
1. Financial Results (Amt In Rs)
|Particulars ||2020-2021 ||2019-2020 |
|Total Income from Operations ||0 ||0 |
|Finance Cost ||0 ||0 |
|Depreciation ||18666739 ||23419024 |
|Profit before Taxation ||(28350594) ||(24921154) |
|Provisions for Taxes ||0 ||0 |
|Exceptional Items ||242271557 ||0 |
|Profit after Taxes ||(270622151) ||(24921154) |
|Balance brought forward ||(1025347337) ||(1000426183) |
|Prior Period Income ||0 ||0 |
|Appropriations ||0 ||0 |
|Profit carried to Balance Sheet ||(1295969487) ||(1025347337) |
|Earnings per share ||(14.17) ||(1.31) |
2. Brief description of the Company's working during the year/State of Company'saffair
The Company's operations have been discontinued due to possession of factory taken overby Edelweiss Asset Reconstruction Company Limited. Therefore income from operations wasNil. The Loss was Rs 270622151/-as compared to loss of Rs 24921154/- during theprevious financial year.
Due to the loss incurred during the year the Board of Directors of your Company doesnot recommend any dividend for the Financial Year 2020-2021.
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 2021 was Rs 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. Chandrakant Joshi Director retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer himself for reappointment.
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.
Pursuant to the provisions of Section 2 (51) and 203 of the Act the Key ManagerialPersonnel of the Company are Mr. Chandrakant Joshi Managing Director Mr. Chetan KothariChief Financial Officer and Ms. Kajal Solanki Company Secretary.
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.
During the year 6 Board Meetings and 4 Audit Committee Meetings were convened and held.The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.
9. Performance 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.
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 the directors individually as well as theevaluation of the working of Committee.
The manner in which the evaluation has been carried out is explained as follows:-
Pursuant to the provisions of the Act and the SEBI Listing Regulations 2015 the Boardhas carried out the annual performance evaluation of the Directors individually as well asevaluation of the working of the Board and of the Committees of the Board by way ofindividual and collective feedback from Directors.
The following were the Evaluation Criteria:
|a) For Independent Directors: |
|Knowledge and Skills |
|Professional Conduct |
|Duties Role and Functions |
|Fulfillment of the Independence Criteria and their independence from the management |
|b) For Executive Directors: |
|Performance as Team Leader/Member |
|Evaluating Business Opportunity and analysis of Risk Reward Scenarios |
|Set Key Goals and Achievements |
|Professional Conduct and Integrity |
|Sharing of Information with the Board |
The Directors expressed their satisfaction with the evaluation process.
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 paid to the directors is as per the terms laid out in theRemuneration Policy of the Company.
11. Auditors and Auditors' Report
M/s. R.V. Panamburkar & Associates Chartered Accountants appointed as Auditor ofthe Company for a term of 5 (five) consecutive years at the Annual General Meeting heldon 29thSeptember 2017.
The notes on financial statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments.
12. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s. Harsh Gor &Associates Practicing Company Secretary have been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure II to this report.The report is self-explanatory and do not call for any further comments.
13. 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. Agreement aVigil Mechanism/ Whistler Bowler Policy for directors and employees to report genuineconcerns has been established. The Vigil Mechanism Policy/ Whistler Bowler Policy has beenuploaded on the website of the Company at http://www.tricomfruitproducts.com/download%5CWhistle%20Blower%20Policy.pdf
14. 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.
15. 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)
16. 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
There is one material changes and commitments 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.
17. 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 other significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future.
18. 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 the Statutory Auditor inrespect of Internal Financial Control.
The details relating to deposits covered under Chapter V of the Act-(a) acceptedduring the year; Rs 978361/-(b) remained unpaid or unclaimed as at the end of theyear;Rs.28860242/-
(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;Rs29240281/- |
|(ii) maximum during the year;Rs29240281/- |
|(iii) at the end of the year;Rs 28860242/- |
The details of deposits which are in compliance with the requirements of Chapter V ofthe Act except Section 73(2) (C)and 74(1)(b)of the Companies Act 2013.
20. Particulars of loans guarantees or investments under section 186
No loans guarantee or investments made during the year.
21. 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
22. 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.
23. Management Discussion and Analysis
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31stMarch 2021.
24. Disclosures Audit Committee
The Audit Committee comprises of Three Directors 2(two) of them are Non Executive andIndependent Directors. All the Directors possess knowledge of corporate finance accountsand company law. An Independent Non Executive Director acts as Chairman of the CommitteeMeetings. The Statutory Auditor are also invited to the meetings. The quorum of the AuditCommittee is two members.
25. Obligation Of Company Under The Sexual Harassment Of Women At Workplace(Prevention Prohibition And Redressal) Act 2013
There is no requirement of Committee as per the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 (Act') and Rules made thereunder as employees are below the threshold limit.
26. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The Operation of the company is discontinued during the year so there is no usage ofenergy technology absorption and foreign exchange earnings and outgo.
27. 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.
28. 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 theannual accounts the applicable accounting standards had been followed along with properexplanation relating to material departures; accounting (b) the directors had selectedsuch policies and applied them consistently and made judgments and that are reasonable andprudent so as to give a true and fair view of the state of affairs of the profit companyat the end the financial year and the and loss of the company for that period; (c) thedirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany 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 toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.
|Registered Office : || || |
|Gat No.336 338-341 || ||By Order of the Board |
|Village Andori Taluka Khandala || || |
|Shirval Pandarpur Road || || |
|Satara - 415521. Maharashtra || || |
|CIN : L67120PN1995PLC139099 ||Chandrakant Joshi ||Gajanan Posti |
|Place: Mumbai ||Managing Director ||Director |
|Date : 7th September 2021 ||(DIN: 00050869) ||(DIN: 01127473) |