Your Directors have pleasure in presenting their 25th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2019.
|1. Financial Results || ||(Amount In Rs.) |
|Particulars ||2018-2019 ||2017-2018 |
|Total Income from Operations ||- ||- |
|Finance Cost ||20270 ||- |
|Depreciation ||23414509 ||24078190 |
|Profit before Taxation ||(23685298) ||(37583812) |
|Provisions for Taxes ||- ||- |
|Exceptional Items ||- ||- |
|Profit after Taxes ||(23685298) ||(37583812) |
|Balance brought forward ||(976740885) ||(939157073) |
|Prior Period Income ||- ||- |
|Appropriations ||- ||- |
|Profit carried to Balance Sheet ||(1000426183) ||(976740885) |
|Earnings per share ||(1.24) ||(1.97) |
2. Brief description of the Company's working during the year/State of Company's affair
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. 23685298 as compared to loss of Rs. 37583812 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 2018-19.
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 2019 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 herself for reappointment.
Mr. Chetan Kothari Managing Director of the Company resigned as Managing Director ofthe Company w.e.f. April 16 2019 and Mr. Chandrakant Joshi appointed as additional(Managing) Director for period of five years from 16th April 2019 to 15th April 2024.This appointment is subject to the approval of the members in ensuing Annual GeneralMeeting of the Company.
Mr. Gajanan Posti and Mrs. Sangeeta Chikane appointed as an additional IndependentDirector of the Company w.e.f. April 162019 Will be Regularized as an IndependentDirector of the Company in ensuing Annual General Meeting.
Mr. Paresh Pathak resigned as an Independent Director of the Company w.e.f. April 162019.
Ms. Shruti Bang resigned as Company Secretary and Compliance Officer of the Companyw.e.f. April 152019 and Ms. Kajal Solanki appointed as Company Secretary band ComplianceOfficer of the Company w.e.f. April 162019.
Mr. Sandeep Sutar appointed as an Additional Independent Director w.e.f. April 222019Will be Regularized as an Independent Director of the Company in ensuing Annual GeneralMeeting.
Ms. Parminder Kaur Independent Woman Director and Mrs. Chetna Kothari Woman Directorof the Company ceased to be a Director w.e.f. April 222019
Mr. Chetan Kothari appointed as Chief Financial Officer of the Company w.e.f. April 162019.
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 9 Board Meetings and 2 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:-
The Independent Directors of the Company reviewed the performance of the Board as awhole and the Board Committee and also evaluated the performance of Non-IndependentDirectors and the Board of the Company taking into account the views of ExecutiveDirectors and Non -Executive Directors and based on attendance record and intensity ofparticipation at meetings quality of interventions special contributions andinterpersonal relationships with other Directors and management.
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.
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 29th September 2017.
The notes on financial statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments.
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. Sadashiv Kharmate& 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.
Due to cash crunch the Company has not paid listing fees to Bombay StockExchange for the year 2017-2018 2018-2019 and 2019-2020
14. Vigil Mechanism/Whistle Blower 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/ Whistle Blower Policy for directors and employees to report genuineconcerns has been established. The Vigil Mechanism Policy/ Whistle Blower Policy has beenuploaded on the website of the Company athttp://www.tricomfruitproducts.com/download%5CWhistle%20 Blower%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
There is no 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.
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 other significant and material orders passed by the regulators or courtsor tribunals 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 the Statutory Auditor inrespect of Internal Financial Control.
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; Rs. 30850281/-
(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; Rs. 33065281/-
(ii) maximum during the year; Rs. 33065281/-
(iii) at the end of the year; Rs. 30850281/-
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.
21. Particulars of loans guarantees or investments under section 186 No loansguarantee or investments made during the year.
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 Company's operations have been discontinued due to possession of factory taken overby Edelweiss Asset Reconstruction Company limited.
The factory located at Satara is physically under control of Edelweiss AssetReconstruction Company Limited due to default in payment of term loan secured against thefactory premises and the company does not have any production or trading activity. TheCompany is trying to come out from this situation by negotiating with Edelweiss AssetReconstruction Company Limited and/or finding out investors for the same.
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.
The management of the Company considered various options to revive the Company.
In view thereof your board is considering various other business plans.
As on 31st March 2019; Audit Committee comprises of Three Directors two of whom areNon Executive and Independent Directors and one Director who is Promoter and ExecutiveDirector. On 29th September appointment of Ms. Parminder Kaur as Independent Director;Audit Committee get reconstituted after her appointment; Board has decided to carry outthe duties of Audit committee. All the Directors possess knowledge of corporate financeaccounts and company law.
An Independent Non Executive Director acts as Chairman of the Committee Meetings.
26. 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 there under asemployees are below the threshold limit.
27. Conservation of energy technology absorption and foreign exchange earnings andoutgo
A. Conservation of energy
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.
B. Technology absorption - Nil
C. foreign exchange earnings and outgo - Nil
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.
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 ||Chandrakant Joshi ||Gajanan Posti |
|Village Andori Taluka Khandala ||Managing Director ||Director |
|Shirval Pandarpur Road ||(DIN:08398213) ||(DIN: 01127473) |
|Satara - 415521. Maharashtra || || |
|CIN :L67120PN1995PLC139099 || || |
|Place: Mumbai || || |
|Date : 3rd September 2019 || || |