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Trident Texofab Ltd.

BSE: 540726 Sector: Others
NSE: N.A. ISIN Code: INE071Y01013
BSE 10:04 | 28 Jun 120.25 1.50
(1.26%)
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119.70

HIGH

123.50

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118.25

NSE 05:30 | 01 Jan Trident Texofab Ltd
OPEN 119.70
PREVIOUS CLOSE 118.75
VOLUME 3453
52-Week high 123.50
52-Week low 30.20
P/E 127.93
Mkt Cap.(Rs cr) 121
Buy Price 119.10
Buy Qty 10.00
Sell Price 122.00
Sell Qty 690.00
OPEN 119.70
CLOSE 118.75
VOLUME 3453
52-Week high 123.50
52-Week low 30.20
P/E 127.93
Mkt Cap.(Rs cr) 121
Buy Price 119.10
Buy Qty 10.00
Sell Price 122.00
Sell Qty 690.00

Trident Texofab Ltd. (TRIDENTTEXOFAB) - Director Report

Company director report

To

The Members

Trident Texofab Limited

Your Directors take pleasure in presenting their 13th AnnualReport on the Business and operations of the Company along with audited statement ofaccounts of your Company for the Financial Year ended March 31 2021.

1. FINANCIAL RESULT:

(Amount in lakhs)

Particulars 2020-21 2019-20
Income From operation 4992.65 9096.41
Other Income 185.30 42.15
Profit before Financial cost Depreciation and Exceptional items & Tax (EBITDA) 473.47 524.87
Interest 285.38 271.06
Depreciation 102.35 100.75
Profit/(Loss) before Exceptional and Extraordinary items 85.74 153.06
Exceptional & Extraordinary items -4.69 0.13
Profit/(Loss) before Tax 90.43 152.93
Provision for Taxation - -
Current tax 18.36 28.10
Mat Credit - -
Deferred Tax 36.76 34.80
Profit/(Loss) after Tax 35.31 90.03
Total Comprehensive Income for period 35.31 90.03
Earnings per share (Basic & Diluted) 0.35 0.94

*Previous year's figures are restated regrouped rearranged andrecast wherever considered necessary Considering the company has adopted IndianAccounting Standards (Ind AS) w.e.f. 1st April 2020 with transition date of 1stApril2019.

2. FIRST-TIME ADOPTION OF IND AS

These are the Company's first financial statements prepared inaccordance with Ind AS. The Company has adopted Indian Accounting Standards (lnd AS)notified by the Ministry' of Corporate Affairs with effect from 1st April2020 with a transition date of 1st April.2019.

3. MIGRATION OF EQUITY SHARE TO MAIN BOARD:

Your Company has migrated from BSE SME platform to BSE Main BoardPlatform w.e.f. October 20 2020.

4. BUSINESS OVERVIEW:

During the month of March 2020 the Coronavirus Disease (Covid-19)pandemic developed rapidly into a global crisis forcing the Indian government to enforcea stringent lockdown of all economic and social activities.

Our manufacturing facilities had been affected for a few weeks.However the operations of the Company gradually normalised on easing of restrictions fromthe month of July/August 2020 to reach normalcy at the close of the year.

Your Company has revenue from operations of Rs. 4992.65 Lacs and EBITDAof 473.47 Lacs as against Rs. 9096.41 Lacs and Rs. 524.87 Lacs respectively in theprevious year. During the year under review the Company has earned net profit after taxamounting to Rs. 35.31 Lacs as against Rs. 90.03 Lacs in the previous year. Profit afterTax recorded a 60.77% decline in line with the decrease in Revenue from Operations.Barring unforeseen circumstance your Directors are hopeful to achieve better financialperformance in the coming years.

5. DIVIDEND:

The Board of directors do not recommended dividend for the year underreview.

6. CHANGE IN THE NATURE OF THE BUSINESS:

The company has started its commercial production/ operations from theShuttle Less Brand New Flexible Rapier Loom at the Manufacturing unit of the Companysituated at Plot No. B-15/11 Hojiwala Industrial Estate Sachin Palsana RoadSurat-394230 Gujarat w.e.f 16.02.2021.

7. DEPOSITORY SYSTEM:

As members are aware the company's shares are compulsorilytradable in the electronic form. As on March 31 2021 100% of the Company's totalpaid-up capital representing 10070100 shares were in dematerialized_form.

8. MATERIAL CHANGES AND COMMITMENTS:

There have been material changes and commitments affecting thefinancial position of the Company between the end of the financial year as on 31stMarch 2021 and the date of this report i. e. 23.07.2021.

The company has expanded its operations for manufacturing facility ofFabrics at its manufacturing unit located at Plot No. B-15/11 Hojiwala Industrial EstateSachin Palsana Road Surat-394230 Gujarat leading to a capacity augmentation from 8-9lakh meters per month to 20-22 lakh meter per month.

9. FIXED DEPOSITS:

Your Company has not accepted/ renewed any deposits from the public orthe Members within the meaning of Section 73 of the Act read with Chapter V of the Actand the Companies (Acceptance of Deposits) Rules 2014 during the financial year 2020-21and as such no amount of principal or interest on deposit from public or Members wasoutstanding as of the Balance Sheet date.

10. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to the reserves.

11. SHARE CAPITAL:

Your Company's Authorised Equity Share Capital is increased fromRs. 60000000/- (Rupees Six Crores only) divided into 5800000 (Fifty Eight Lacs)Equity Shares of Rs. 10/-(Rupees Ten only) each and 200000 (Two Lacs) Preference Sharesof Rs. 10/- (Rupees Ten Only) each To `105000000/- (Rupees Ten Crores Fifty Lacs)divided into 10300000 (One Crore three lacs) equity share of Rs. 10/- each and 200000(Two Lacs) Preference Shares of Rs. 10/- each by passing Postal Ballot Resolution on July30 2020.

Your Company's paid-up Equity Share Capital as on 31stMarch 2021 was Rs. 1007.01 Lacs comprising of 10070100 equity shares of Rs. 10 eachfully paid up.

During the financial year under review your Company has issued andallotted Bonus share of 5874225 equity shares of Rs. 10/- each credited as to theshareholders of whose name appeared in the register of members as on 12.08.2020 (RecordDate) in the ratio of 14 fully paid up equity shares for every 10 equity shares held bythem.

During the financial year under review the 200000 CompulsoryConvertible Preference Shares have been converted into Equity shares of Rs. 10/- each witha premium of Rs. 91.48/- on 30.05.2020.

As on the date of this report the all equity shares of the Company arecontinuance listed on main Board of BSE w.e.f. October 20 2020 and the Company has paidthe annual listing fees for the year 2021-22.

12. CREDIT RATING:

During the financial year 2019-20 CARE (Credit Analysis and Research)has undertaken credit analysis of the bank facilities of your company dated April 23 2019and assigned rating "CARE BB; Stable (Double B; Outlook: Stable) for long term Bankfacilities of Rs. 15.00 Crores. After the closure of the financial year 2019-20 CARE hasreaffirmed rating to "CARE BB; Stable (Double B; Outlook: Stable) for long term Bankfacilities of Rs. 14.10 Crores.

13. DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINTVENTURES:

There is no any Subsidiaries Associates and Joint Ventures of thecompany during the period under review.

14. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:

The Company has duly complied with the provision of section 186 of theCompanies Act 2013 and Rules made there under. Details on loans or investments arementioned in financial statements of this Annual Report. The Company has not given anyguarantee on behalf of a third party.

15. INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review the Company has not transferred anyamount to Investor Education and Protection Fund.

16. EMPLOYEE STOCK OPTION:

The company has not issued any Employee Stock Option.

17. RELATED PARTY TRANSACTIONS:

Your Company has implemented a policy on Related Party Transactions andthe said Policy is available on the Company's website: www.tridenttexofab.com.

During the financial year under review your Company has entered intorelated party transactions on an arm's length basis in compliance with Section 188 ofthe Act and the Rules made thereunder and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The details of the same are provided in Form AOC-2 (Annexure_A) annexed hereto which forms part of this Report.

Further all such contracts/ arrangements/ transactions were placedbefore the Audit Committee and Board for their approval. Prior approval/s of the AuditCommittee/ Board are obtained on an annual basis which is reviewed and updated onquarterly basis.

18. PARTICULARS RELATING TO CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m)of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 with respect toconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in the Annexure-B which forms part of this Report.

19. PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES:

The statement containing particulars of employees as required underSection 197(12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in a separate annexureforming part of this report. The information required under Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 is given in the Statement annexed herewith as "Annexure-C".

Further no employee of the Company was in receipt of the remunerationexceeding the limits prescribed in the rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 hence no information as required underthe provisions of Section 197 of the Companies Act 2013 read with rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areprovided in this report.

20. EQUAL EMPLOYMENT OPPRTUNITIES:

Being an equal opportunity employer the company will do its utmost toensure that all of its employees are treated fairly during the period of their employmentirrespective of their race religion sex (including pregnancy) color creed agenational origin physical or mental disability citizenship status ancestry maritalstatus veteran status political affiliation or any other factor protected by law. Alldecisions regarding employment will be taken based on merit and business needs only.

21. ANNUAL RETURN:

Annual return as on 31st March 2021 in form MGT-7 will alsobe posted on the Company's website after the same is filed with the Ministry ofCorporate Affairs.

22. CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 34(3) read with Schedule V(C)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") the Report on Corporate Governance is annexed heretoand forms part of this Report (Annexure-D). Your Company is committed totransparency in all its dealings and places high emphasis on business ethics.

The requisite Compliance Certificate as required under Part E ofSchedule V of the Listing Regulations issued by Mr. Praful N. Vekariya (C.P. No. 10858)Practising Company Secretaries Surat pertaining to the compliance of the conditions ofCorporate Governance is also annexed (Annexure-E) hereto which forms part of thisReport.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(3) read with Schedule V (B) of the ListingRegulations the Report on Management Discussion and Analysis is annexed hereto and formspart of this Report.

24. RISK MANAGEMENT:

Risk Management is the systematic process of understanding measuringcontrolling and communicating organization's risk exposures while achieving itsobjectives. Risk Management is an important business aspect in the current economicenvironment and its objective is to identify monitor and take mitigation measures on atimely basis in respect of the events that may pose risks for the business. TheCompany's risk-management strategy is to identify assess and mitigate anysignificant risks. We have established processes and guidelines along with a strongoverview and monitoring framework at the Board and Senior Management levels. The Board ofDirectors regularly review risks and threats and takes suitable steps to safeguard itsinterest and that there is no element of risk identified that may threaten the existenceof the Company. The focus shifts from one area to another area depending upon theprevailing situation. A detailed report on significant risks and mitigation is formingpart of Management's Discussion and Analysis.

25. INSURANCE:

The Company has taken all the necessary steps to insure its propertiesand insurable interests as deemed appropriate and also as required under the variouslegislative enactments.

26. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) read with 134(5) ofthe Act your Directors confirm that:

(a) The applicable accounting standards have been followed along withproper explanation relating to material departures if any in the preparation of theannual accounts;

(b) appropriate accounting policies have been selected and appliedconsistently and judgments and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

(c) Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls have been laid down and followedby the Company and that such internal financial controls are adequate and were operatingeffectively; and

(f) Proper systems to ensure compliance with the provisions of all theapplicable laws have been devised and that such systems were adequate and are workingeffectively.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory and secretarial auditors and external consultants including the audit ofinternal financial controls over financial reporting by the statutory auditors and reviewsperformed by the management and relevant Board Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during thefinancial year 2020-21.

27. INTERNAL CONTROL SYSTEM:

Your Company has put in place adequate internal financial controls withreference to the financial statements. The Board has adopted the policies and proceduresfor ensuring the orderly and efficient conduct of its business including adherence to theCompany's policies the safeguarding of its assets prevention and detection offrauds and errors accuracy and completeness of the accounting records and timelypreparation of reliable financial disclosures. During the year such controls were testedand no reportable material weaknesses in design or operation were observed. The InternalAuditor certifies on the assurance of adequacy of Internal Control System on quarterlybasis which are regularly reviewed by the Audit Committee. Independence of the audit isensured by the direct reporting of internal audit function to the Audit Committee of theBoard.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors of your Company are well experienced with expertise intheir respective fields of technical finance strategic and operational management andadministration. None of the Directors of your Company are disqualified under theprovisions of Section 164(2) (a) and (b) of the Act.

Mrs. Vrusti B. Patel (DIN: 08772077) was appointed w.e.f. 25thJune 2020 as an additional independent director and regualrised as Director by themembers of the company in 12th Annual general meeting held on 21stSeptember2020.

Mr. Manish Dhirajlal Halwawala (DIN 08958684) have been appointed as anadditional executive director of the Company with effect from 11th November2020.

Further Nomination & Remuneration Committee and the Board ofdirectors have recommended his regularization as a director for consideration of themembers.

Mrs. Ami Ashwinbhai Desai (DIN: 09147974)appointed as an additionalnon-executive Independent Director of the company w.e.f. 15th April 2021 onthe recommendation of the Nomination and remuneration Committee and approved by the Boardof Directors in their meeting held on 15.04.2021 up to the conclusion of the forth comingAnnual General Meeting of the company but who is eligible for appointment and in respectof whom the company has received a notice in writing from a member under section 160 ofthe Act proposing name of Ami Ashwinbhai Desai (DIN: 09147974)as an Independent directorof the company.

Board Recommends the appointment of Mrs. Ami Ashwinbhai Desai as a Non-Executive Independent Director of the company for a term up to 5 (Five) years. The companyhas received declaration from appointed Independent director confirming that he meets thecriteria of Independence as prescribed both under the Companies Act 2013 and ListingRegulations with the Stock Exchanges.

Mr. Chetan Chandrakant Jariwala (DIN: 02780455) who is liable toretire by rotation and being eligible offers himself for re-appointment at the ensuingAGM. Further Nomination & Remuneration Committee and the Board of directors haverecommended his reappointment for consideration of the members.

Mrs. Maniya Hardik Desai (DIN 05351685) has tendered her resignation asthe Directors of the Company due to her personal reasons with effect from 15thApril 2021 (closure of business hours).The Board places on record its sincereappreciation for their services and expert inputs provided during their tenure as theDirectors of your Company.

Mr. Hardik Jigishkumar Desai (DIN 01358227) was appointed as ManagingDirector and Mr. Chetan Chandrakant Jariwala (DIN 02780455) as Whole-time Director for aperiod of 5 (Five) years with effect from June 09 2017.

The Board at its meeting held on 23 July 2021 has approved there-appointment of Mr. Hardik Jigishkumar Desai as Managing Director and Mr. ChetanChandrakant Jariwala as Whole-time Director on the recommendation of the Nomination andRemuneration Committee for a further term of five years commencing from June 09 2022 onthe terms and conditions mentioned in the Notice accompanying this Report subject toapproval of the shareholders of the Company at the forthcoming Annual General Meeting.

The day-to-day operations of your Company are managed by its KeyManagerial Persons ("KMP") viz. the Managing Director Whole time Director theChief Financial Officer and the Company Secretary & Executive Director.

As required under the provisions of Section 203 of the Act Mr. HardikJigishkumar Desai (DIN 01358227) Managing Director Mr. Chetan Chandrakant Jariwala (DIN02780455) Whole time Director. Mrs. Sanju Patel Company Secretary and Mr Jenish BJariwala Chief Financial Officer are the Key Managerial Personnel of your Company as onthe date of this Report.

During the year under review Mr. Mehul N Amareliya Company Secretary& Compliance officer of the Company who had been appointed by the Board of Directorson recommendation of the Nomination and Remuneration Committee has resigned from theCompany with effect from closure of business hours on 31.03.2021 due to his personalreasons. On the recommendation of the Nomination and Remuneration Committee the Board hadat its meeting held on 31st March 2021 appointed Ms. Sanju Patel as a CompanySecretary & Compliance officer of the Company w.e.f 01.04.2021.

Brief resume of Mr. Manish Dhirajlal Halwawala and Mrs. Ami AshwinbhaiDesai and their educational/ professional qualifications nature of working experienceachievements name(s) of the companies in which he/she holds Directorships Membershipsand Chairmanships in various Committees and his relationship between directors inter-seare provided the notice convening the 13th AGM of your Company.

The composition of Board complies with the requirements of theCompanies Act 2013. and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations").

29. DISCLOSURE RELATED TO BOARD COMMITTEES AND POLICIES:

1. Board Meetings:

The Board of Directors met 08 times during the financial year ended 31stMarch 2021 in accordance with the provisions of the Companies Act 2013 and rules madethere under. The details thereof are given in the Corporate Governance Report forming partof the Annual report.

2. Committee Meetings:

Audit Committee

The Audit Committee of the Board has been reconstituted on 15thApril 2021. The Audit Committee of the Board comprises of three members viz; Mrs. VrustiBhumik Patel - Chairperson Mrs. Ami Ashwinbhai Desai –member and Mrs. AnkitaJignesh Saraiya-Member consisting of all Non-Executive and Independent Directors.

All recommendations made by the Audit Committee were accepted by theBoard during the year 2020-21. The brief details of the Audit Committee are given inCorporate Governance Report forming part of the Annual Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board has beenreconstituted on 15th April 2021. The Nomination and Remuneration Committee ofthe Board comprises of three members viz; Mrs. Vrusti Bhumik Patel - Chairperson Mrs.Ami Ashwinbhai Desai –member and Mrs. Ankita Jignesh Saraiya-Member consisting of allNon-Executive and Independent Directors.

The Nomination and Remuneration Committee and the Policy are incompliance with Section 178 of the Companies Act 2013 read with the applicable rulesthereto and Listing Regulations (as may be amended from time to time). The Nomination andremuneration Committee has framed the "BOARD DIVERSITY AND REMUNERATION POLICY".The brief details of the Nomination and Remuneration Committee are given in CorporateGovernance Report forming part of the Annual Report.

Stakeholders Relationship Committee

The Committee review and ensures redressal of investor grievances. TheStakeholders Relationship Committee of the Board has been reconstituted on 15thApril 2021.

The Stakeholders Relationship Committee of the Board comprises of threemembers viz; Mrs. Vrusti Bhumik Patel - Chairperson Mrs. Ami Ashwinbhai Desai–member and Mrs. Ankita Jignesh Saraiya-Member consisting of all Non-Executive andIndependent Directors.

The brief details of the Stakeholders Relationship Committee are givenin Corporate Governance Report forming part of the Annual Report.

Details of Investor's grievances/ Complaints:

No investor complaints received during the financial year 2020-21. Nopending complaints of the Shareholders/ Investors registered with SEBI at the end of thecurrent financial year ended on March 31 2021. There were no pending requests for sharetransfer/dematerialization of shares as of March 31 2021.

Management Committee:

The Management Committee acts in accordance with the terms of referencespecified by the Board of Directors of the Company. The Management Committee met 1 (one)time during the year. The details pertaining to the composition are included in theCorporate Governance Report which is a part of this report.

3. Meeting of Independent Directors:

A separate meeting of the independent directors of company for the FY2020-21 was on on May 30 2020 (a separate meeting for the FY 2019-20 was called on March23 2020 but due to lockdown for containment of COVID19 it was cancelled. However themeeting was held on May 30 2020) and March 11 2021 where all the independent directorswere present under the requirement of Regulation 25 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

30. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable.

31. DECLARATIONS BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149(7) of the Act and Regulation16(1)(b) of the Listing Regulations your Company has received individual declarationsfrom all the Independent Directors confirming that they meet the criteria of independenceas prescribed under Section 149(6) of the Act and the Rules made thereunder. TheIndependent Directors have also confirmed that there has been no change in thecircumstances which may affect their status as Independent director and they are not awareof any circumstance or situation which exist or may be reasonably anticipated that couldimpair or impact their ability to discharge duties with an objective independent judgmentand without any external influence and that they are independent of the management. AStatement by the Managing Director regarding the said affirmation by the IndependentDirectors is annexed hereto (Annexure-F) and forms part of this Report.

32. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

A policy on familiarization program for independent directors has beenadopted by the Company. All new Independent Directors inducted to the Board are presentedwith an overview of the Company's business operations products organizationstructures and about the Board Constitutions and its procedures. The policy is availableat company's website www.tridenttexofab.com.

33. EVALUATION OF BOARD'S PERFORMANCE:

The Board adopted a formal mechanism for evaluating its performance andas well as that of its Committees and individual Directors including the Chairman of theBoard. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations contribution at the meetings and otherwise independent judgment governanceissues etc. The performance of Board and its Committees individual Directors andChairpersons were found satisfactory.

34. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The company has Whistle Blower Policy for vigil mechanism of Directorsand employees to report to the management about the unethical behavior fraud or violationof Company's code of conduct. The mechanism provides for adequate safeguards againstvictimization of employees and Directors who use such mechanism and makes provision fordirect access to the chairman of the Audit Committee in exceptional cases. None of thepersonnel of the Company have been denied access to the Audit Committee. The WhistleBlower Policy is displayed on the Company's website viz. www.tridenttexofab.com.

35. PREVENTION OF INSIDER TRADING:

The Company has adopted an Internal Code of Conduct for RegulatingMonitoring and Reporting of Trades by Insiders ("the Code") in accordance withthe SEBI (Prohibition of Insider Trading) Regulations 2015(The PIT Regulations).

The Code is applicable to Promoters and Promoter's Group allDirectors and such Designated Employees who are expected to have access to unpublishedprice sensitive information relating to the Company. The Company Secretary is theCompliance Officer for monitoring adherence to the said PIT Regulations.

The Company has also formulated ‘The Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' incompliance with the PIT Regulations. This Code is displayed on the Company's websiteviz. www.tridenttexofab.com.

36. CODE OF CONDUCT:

The Company has adopted Code of Business Conduct

& Ethics ("the Code") which is applicable to the Board ofDirectors Senior Management Key Managerial Personnel Functional heads and allprofessional serving in the roles of finance tax accounting purchase and investorrelations of the Company. The Board of Directors and the members of Senior Management Team(one level below the Board of Directors) of the Company are required to affirm annualCompliance of this Code. A declaration signed by the Chairman and Managing Director of theCompany to this effect is placed at the end of this report as Annexure G. The Coderequires Directors and Employees to act honestly fairly ethically and with integrityconduct themselves in professional courteous and respectful manner. The Code is displayedon the Company's website viz. www.tridenttexofab.com.

37. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such a mannerso as to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources. As required by the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 the Company has formulatedand implemented a policy on prevention of sexual harassment at the workplace with amechanism of lodging complaints. Besides redressal is placed on the intranet for thebenefit of employees.

Following is a summary of sexual harassment complaints received anddisposed off during F.Y. 2020-21.

No. of complaints not resolved as on 1st April 2020: NilNo. of complaints received in financial year 2020-21: Nil No. of complaints resolved infinancial year 2020-21: Nil No. of complaints not resolved as on 31st March2021: Nil

38. STATUTORY AUDITORS AND INDEPENDENT AUDITORS' REPORT:

M/s. Shah Kailash & Associates. Chartered Accountants (FirmRegistration No. 109647W) have been appointed as the Statutory Auditors of your Companyfor a tenure of 5 (five) years from July 29 2019. The Auditors' Report given by M/s.Shah Kailash & Associates Statutory Auditors on the Financial Statements of yourCompany for the year ended March 31 2021 forms part of the Annual Report. There is noqualification reservation or adverse remark or any disclaimer in their Report. Inaccordance with the Section 40 of the Companies (Amendment) Act 2017 (corresponding toSection 139 of the Act) the requirement of ratification of the appointment of theStatutory Auditor in every Annual General Meeting of the Company during the tenure ofappointment has been dispensed with. Hence the matter has not been placed as an agendaitem in the AGM Notice for the approval of the shareholders.

39. REPORTING OF FRAUDS:

There have been no frauds reported under sub-section (12) of Section143 of the Act during the financial year under review to the Audit Committee or theBoard of Directors.

40. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Company has appointed Mr. Praful N. Vekariya Practising CompanySecretaries (C P No. 10858) as the Secretarial Auditors for the financial year 2020-21 inaccordance with Section 204 of the Act. The Report on Secretarial Audit for the financialyear 2020-21 in Form MR-3 is annexed hereto as Annexure H and forms part of thisReport. There is no qualification reservation or adverse remark or any disclaimer intheir Report.

41. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

The Directors of your Company confirm that the applicable SecretarialStandards prescribed for the Board and General Meetings by the Institute of CompanySecretaries of India and notified by the Central Government have been complied with duringthe financial year under review.

42. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act 2013the Board of Directors of the Company have appointed M/S Purshottam Khandelwal & CoChartered Accountant as an Internal Auditor of the Company for the financial year2020-21. The audit committee of the Board of Directors in consultation with the InternalAuditor formulates the scope functioning periodicity and methodology for conducting theinternal audit.

43. COST RECORDS AND AUDIT:

The Company has not appointed the Cost Auditor as pursuant to Section148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) AmendmentRules 2014 the cost audit is not applicable to the Company.

44. KEY MANAGERIAL PERSON:

Pursuant to the provisions of section 203 of the Companies Act 2013read with rules framed thereunder the following persons are the key Managerial Personnelof the company.

1) Mr. Hardik Jigishkumar Desai Managing Director

2) Mr. Chetan Chandrakant Jariwala Whole Time Director

3) Mrs. Sanju Patel Company Secretary and Compliance Officer

4) Mr. Jenish Bharatkumar Jariwala Chief Financial Officer

45. GENERAL:

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:-

A. Issue of equity shares and differential rights as to dividendvoting or otherwise.

B. Issue of Shares (including sweat equity shares) to employees of theCompany under any scheme.

C. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture

46. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation ofthe wholehearted co-operation received from the Company's Shareholders Bankersvarious authorities of the Governments and business associates.

For and on behalf of the Board of Directors
Trident Texofab Limited
Place: Surat Sd/- Sd/-
Date: 23.07.2021 Hardik J. Desai Chetan C. Jariwala
Managing Director Wholetime Director
DIN: 01358227 DIN: 02780455

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