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. () - Director Report
Company director report
Your Directors have pleasure in presenting their 24th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2016.
1. FINANCIAL RESULTS : (Rs. in Lacs)
2. Brief description of the Company's working during the year/State of Company'saffair:
During the year the consolidated income from operations was Rs.2651.75 lacs as comparedto income from operations of Rs.3834.16 Lacs during the previous financial year. Theconsolidated Loss was Rs.6686.76 Lacs as compared to loss of Rs.4249.93 Lacs during theprevious financial year.
The standalone total income from operations was Rs.2545.50 Lacs as compared to totalincome from operations of Rs.2540.27 Lacs during the previous financial year. Thestandalone Loss was Rs.2148.52 Lacs as compared to loss of Rs.2656.80 Lacs 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 2015-16.
Due to loss incurred during the year the amount is not transferred to reserves.
5. Share Capital:
During the year under review there was no change in the share capital structure andthe paid up capital of the Company as on 31st March 2016 was Rs. 158410900. During theyear 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 Mrs. Chetna Kothari Director retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offer herself for reappointment.
During the year under review Mr. Rajesh Panamburkar was ceased to be a Director(Independent) w.e.f. 14th November 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.
During the year Ten Board Meetings and Three 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 the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration Committees.
The manner in which the evaluation has been carried out is explained as follows:-
The Independent Directors of the Company at their meeting (without the attendance ofNon -Independent Directors and members of management) reviewed the performance of theBoard as a whole and the Board Committee and also evaluated the performance ofNon-Independent Directors and the Board of the Company taking into account the views ofExecutive Directors and Non -Executive Directors and based on attendance record andintensity of participation at meetings quality of interventions special contributionsand interpersonal relationships with other Directors and management .
10. Remuneration Policy:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration policy is attached as (Annexure- II).
11. Details of Subsidiary:
Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiaries isgiven in Form AOC-I as Annexure- III
Name of Tricom LPO Private Ltd which is Wholly Owned Subsidiary of Tricom India Ltd hasbeen Struck off from the Register of Companies as per Section 560(5) of Companies Act1956 w.e.f. 4th August 2016 and the Company is dissolved. Hence it is ceased to be aSubsidiary of Tricom India Ltd.
Further the Annual Accounts and related documents of the subsidiary company shall bekept open for inspection at the Registered & Corporate Office of the Company. TheCompany will also make available copy thereof upon specific request by any Member of theCompany interested in obtaining the same. Further pursuant to Accounting Standard AS-21issued by the Institute of Chartered Accountants of India Consolidated FinancialStatements presented by the Company in this Annual Report include the financialinformation of its subsidiary.
The Board proposes the re-appointment of M/s Koshal & Associates CharteredAccountants Mumbai as Statutory Auditors based on the recommendations of the AuditCommittee to hold office from the conclusion of the ensuing Annual General Meeting tillthe conclusion of the next Annual General Meeting.
The Company has received letter from him to the effect that his re-appointment ifmade would be within the prescribed limits under Section 141(3)(g) of the Companies Act2013 and they are not disqualified for re-appointment.
Resolutions seeking your approval on these items are included in the Notice conveningthe Annual General Meeting. Members are requested to consider the appointment of M/s.Koshal & Associates Chartered Accountant Mumbai for the current year on aremuneration to be decided by the Board of Directors.
13. Auditors' Report:
Qualifications mentioned in Auditors Report which are as follows:-
Non compliance of Section 205(1A) of the Company's act1956:- Due to liquiditycrunch faced by the Company there has been a delay in payment of dividend to someshareholders.
Non provision of interest amount:- Due to severe financial crisis the Companyhas requested some of the lenders to waive off some part of their interest on loan andnegotiation on said matter is going on between the Company and the lenders. On the basisof discussion with lenders management feels that no interest provision is required onloan from some of the lenders. However if any interest provision is required as per finalnegotiation it will be made as and when required.
14. 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 IV to this report. The report is self-explanatory and our reply to the commentsis as follows:-
During the year we did not get a suitable candidate for the post of CompanySecretary and Chief Financial Officer in our Company as required in terms of section203(1) of the Companies Act 2013. We ensure you as soon as we get a suitable candidate wewill appoint immediately.
During the year we did not have Internal Auditor we will appoint InternalAuditor as soon as we will get a suitable candidate.
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.
The Company has not filed Financial Statement for the year ended March 31 2015due to overlook.
Due to cash crunch the Company has not paid listing fees to National StockExchange for the year 2015-2016.
As mentioned by the Secretarial Auditor there is a dispute between Company andAhmadabad Stock Exchange for delisting of its securities and the matter is under dispute.Hence Company has not complied with the Listing Agreement with Ahmadabad Stock Exchange.
As mentioned by the Secretarial Auditor we have paid/ partially paid/ replied toeach notices received by us under section 74(1) and Section 74(3) of the Companies Act2013;
The Company has received multiple notices under section 433 and 434 of theCompanies Act 1956 for default of repayment as Company is facing financial difficulty.
Prosecution has been filed under Section 58A(10) of the Companies Act 1956against the Company due to non compliance of CLB order dated 24.07.2014. In this regardthe Company had made partial payment to some of the FD holders whose names are listedunder said order for which hearing took place on 18.07.2014.
15. Vigil Mechanism/Whistler 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 a VigilMechanism/ Whistler Blower Policy for directors and employees to report genuine concernshas been established. The Vigil Mechanism Policy/ Whistler Blower Policy has been uploadedon the website of the Company at www.tilinfo.comunder http://www.tilinfo.com/Policies.aspx.
16. 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.
17. 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 V .
18. 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.
19. 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.
20. 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 Audit Committee of the Board addresses issues if any raised byAuditor.
The details relating to deposits covered under Chapter V of the Act-
(a) accepted during the year; Rs. 29456569/-
(b) remained unpaid or unclaimed as at the end of the year; 192974385/-
(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; Principle - Principle 196699921/-Interest-12646438/-
(ii) maximum during the year; Principle 192974385/- Interest 9048649/-
(iii) at the end of the year; Principle 192974385/- Interest 9048649/-
The Company has complied with all the requirements of Chapter V of the Act except73(2)(C) 73(3) and 74(1) (b) of the Companies act 2013.
The Company has filed an application under section 74(2) of the Companies Act 2013 tothe Honorable Company Law Board for extension of time to repay deposits on 09.10.2014 andon amendment of the Company Law Board regulation 1991 vide order no. F.No.113/36/2001-CLB dated 28th January2015 (the ''order") the Company once againsubmitted a petition in the revised format on 31st March 2015 to the Honorable CompanyLaw Board thereby seeking extension of time to repay deposits.
The Honorable Company Law Board had cancelled the order passed on 22nd January 2016for extension of time to repay deposits due to short payment made by the Company than theamount of payment per month as directed by CLB.
22. 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.
23. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section
(1) of section 188 of the Companies Act 2013 including certain arm's lengthtransactions under third proviso thereto shall be disclosed in Form No. AOC-2. As AnnexureVI
24. Corporate Governance Certificate:
The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in extension of time to repay deposits shall be annexedwith the report.
25. Management Discussion And Analysis:
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2016.
Audit Committee comprises of Mr. Rajesh Panamburkar Mr. Paresh Pathak and Mr. ChetanKothari upto 14th November 2015. The company is in the process of appointment ofIndependent Director. As soon as the Company will appoint Indpendent Director AuditCommittee of the Company will be reconstituted.
27. Obligation of Company Under The Sexual Harassment Of Women At Workplace(Prevention Prohibition And Redressal) Act 2013:
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made there under your Companyhas constituted Internal Complaints Committees (ICC). During the year Company has notreceived any complaint of harassment.
28. 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 as follows:
A. Conservation Of Energy:
The operations of your Company are not energy-intensive. However adequate measureshave been taken to ensure that there is optimum utilization of energy with no wastage asfar as possible.
B. Technology Absorption And Research & Development:
Your Company develops software to provide efficient Business Process Outsourcingservices to its customers. The systems team of your Company does continuous research anddevelopment for up gradation of the software in order to provide better services to itsclientele. Your Company also develops software products to process the data required forproviding services to its customers.
Your Company takes efforts to adapt latest technology and techniques which helps it tobe in competition.
C. Foreign exchange earnings and Outgo:
During the year the total foreign exchange used was Rs. 2494.88 lakh and the totalforeign exchange earned was Rs. 158.04 lakh.
29. Corporate Social Responsibility (CSR):
Corporate Social Responsibility Committee comprises three members namely Mr. ChetanKothari Mr. Paresh Pathak and Mrs. Chetna Kothari. This CSR Committee reviews andrestates the Company's CSR policy in order to make it more comprehensive and aligned withthe activities specified in Schedule Vll of the Companies Act 2013.
As per Section 135(5) of the Companies Act 2013 and applicable rules made there underCompany is required to spend in every financial year at least 2% of average net profits ofthe company made during the three immediately preceding financial years.
In this regard CSR committee after discussion arrived to the conclusion that ourCompany is not required to spend 2% of average net profits of the company made during thethree immediately preceding financial years as Company has incurred average net lossduring the three immediately preceding financial years.
Annual Report on CSR activities annexued herewith as Annexure VII
30. 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.
31. 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.