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Trident Texofab Ltd.

BSE: 540726 Sector: Others
NSE: N.A. ISIN Code: INE071Y01013
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NSE 05:30 | 01 Jan Trident Texofab Ltd
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VOLUME 4000
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P/E 64.90
Mkt Cap.(Rs cr) 39
Buy Price 95.00
Buy Qty 1000.00
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Sell Qty 1000.00
OPEN 98.50
CLOSE 98.65
VOLUME 4000
52-Week high 147.25
52-Week low 90.55
P/E 64.90
Mkt Cap.(Rs cr) 39
Buy Price 95.00
Buy Qty 1000.00
Sell Price 99.50
Sell Qty 1000.00

Trident Texofab Ltd. (TRIDENTTEXOFAB) - Director Report

Company director report

To

The Members

Trident Texofab Limited

Your Directors present hereunder the 10th Annual Report on the Businessand operations of the Company along with audited statement of accounts of your Company forthe Financial Year ended March 31 2018. The financial results are summarized as under:

1. FINANCIAL PERFORMANCE OF THE COMPANY:

Particulars

(Amt. in Lacs.)

2017-18

2016-17

Revenue from Operations

8546.25

7594.76

Other Income

47.92

24.43

Less: Expenditure

8400.94

7480.01

Earnings before interest tax depreciation and amortization

193.23

139.18

(EBITDA)
Less: Finance Cost

76.96

68.22

Depreciation

12.59

13.01

Extra Ordinary Items

0.00

1.58

Profit Before Tax

103.68

56.37

Less: Provision For Taxation
-Current Tax

28.13

22.54

-Deferred Tax Liability

0.55

0.91

Profit After Tax

75.00

32.92

2. FINANCIAL HIGHLIGHTS & OPERATIONS:

The Key highlights pertaining to the business of the company for theyear 2017-18 and period subsequent there to have been given hereunder:

Your directors are pleased to report that for the year under reviewyour Company has been able to achieve a net turnover of Rs. 8546.25 Lacs in the year2017-18 as compared to Rs. 7594.76 in the previous year. PAT has increased by 43.89 % fromRs.32.92 Lacs in 2016-17 to Rs.75.00 Lacs in 2017- 18.

The Directors trust that shareholders will find the performance of thecompany for the financial year 2017-18 to be satisfactory. The Earning per share (EPS) ofthe company is Rs. 1.88 per share (Basic) and Diluted EPS is Rs. 2.32 per share.

3. CHANGE IN THE NATURE OF THE BUSINESS:

During the year there is no change in the nature of the business ofthe Company.

4. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within thepurview of provisions of Section 73 of the Companies Act 2013 ("the Act") readwith the Companies (Acceptance of Deposit) Rules 2014 during the period under review.Hence the requirement for furnishing the details of deposits which are not in compliancewith Chapter V of the Act is not applicable.

5. FUTURE OUTLOOK:

Your Company is very well positioned to take advantage of everincreasing demand for the home furnishing product. Further as per every human being wanthis own home with fully furnished. So in this way your Directors are hopeful to achievebetter results in the coming years.

Further the company has started digital printing of design fabrics andalso starts manufacturing of Polyester and polyester blended fabrics which are in progresstill date of report. So that the Company can maintain quality and many other benefit fromvarious angle.

6. APPROPRIATIONS:

? DIVIDEND:

The Board of Directors has recommended a dividend of Rs. 1.00 (RupeesOne) per share of Rs. 10/- each equivalent to 10% (Ten percent) on the paid up equityshare capital of the Company for the financial year ended 31.03.2018 on the equity sharesof Rs. 10/- each. The Final Dividend if approved by the shareholders at the ensuingAnnual General Meeting shall be paid to those shareholders whose name appeared on theRegister of Members as on Tuesday July 03 2018 as per details furnished by theDepositories for this purpose. This dividend will be paid when declared by theshareholders in accordance with law out of accumulated profits and will be free of tax inthe hands of the shareholders. The Company will have to pay dividend distribution tax @15% plus applicable surcharge and education cess on the dividend.

The Company has not declared any dividend during any previous years.

? TRANSFER TO RESERVE:

The company has transferred the whole amount of Profit to Reserve andsurplus account as per attached audited Balance

sheet for the year ended on 31st March 2018.

? BONUS SHARES:

The Company has allotted 2322250 (Twenty Three Lacs Twenty TwoThousand Two Hundred Fifty) fully-paid-up equity shares of face value of Rs. 10/- eachdated April 29 2017 to shareholders of company in proportion of 7:1 and consequently thepaid up share capital increased to Rs.26540000 (Two Crore Sixty Five Lacs FortyThousand) divided into 2654000 equity shares of Rs. 10/- each.

7. RIGHT ISSUE:

The Board of Directors of the Company in its meeting held on 18.05.2017has allotted 165875 equity Shares of face value of Rs. 10/- each at issue price of Rs.35/- each including premium of Rs. 25/- each to existing shareholders of the company inratio of 1:16 and consequently the paid up share capital increased to Rs.28198750 (TwoCrore Eighty One Lacs Ninety Eight Thousand Seven Hundred Fifty only) divided into2819875 equity shares of Rs. 10/- each.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THEFINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICHTHESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE

REPORT:

After closure of financial year following events has been incurred-

a. Started digital printing and Embroidery. b. Setting up ofmanufacturing facility of Polyester and polyester blended fabrics (in process till date ofreport).

9. CONVERSION OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

The board of directors at their meeting held on 18.05.2017 has decidedto convert the company into a public limited company and the members at 9th Annual GeneralMeeting held on 24.05.2017 has approved conversion of the Company from "TridentTexofab Private Limited" to "Trident Texofab Limited". The Registrar ofCompanies Gujarat Dadra and Nagar Haveli has on 06th June 2017 issued FreshCertificate of Incorporation Consequent upon Conversion to Public Company.

10. INITIAL PUBLIC OFFERING (IPO):

During the year under review your company entered into the capitalmarkets with a maiden public issue of 1176000 equity shares of Rs. 10/- each at apremium of Rs. 20/- per share aggregating to Rs. 35280000. The issue received goodresponse and the same was oversubscribed 7.49 times. The equity shares have been listedand traded on the SME Platform of BSE Ltd w.e.f. 05.10.2017. Subsequent to the IPO theissued subscribed and paid up capital of your company stands at Rs. 39958750 dividedinto 3995875 equity shares of Rs. 10/- each. The Company has fully spent / utilized theproceeds of the funds raised under the IPO as per the object of the issue up to October19 2017. The disclosure in compliance with the SEBI

Regulation 32 of the SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015 is as under:

Particulars

Amount (in Lacs) projected utilization of funds as per offer document

Amount (in Lacs) Actual utilization of funds till 19.10.2017

Deviation (if any) (in Lacs)

1 Funding of working capital requirements of the Company

242.80

243.25

0.45

2 General Corporate Expenses

57.05

57.05

Nil

3 Issue Expenses

52.95

52.50

(0.45)

Total

352.80

352.80

Nil

Explanation of Deviation in IPO Fund utilized -

There is deviation of amount utilized than stated in prospectus asabove but within object state in prospectus. The Board state that expenses as given inprospectus is projected after considering future factors but due to company's effort issueexpenses incurred low as state in prospectus so excess amount (nominal difference) hasbeen utilized for working capital purpose. So overall IPO fund has been fully utilized asper object state in prospectus dated 11th September 2017. So there is no any compliancerequirement as excess fund utilized for purpose which stated in the prospectus.

11. LISTING:

Your directors are pleased to inform you that the Company in thefinancial year 2017-18 brought the Initial Public Offer of its

equity shares and got listed its shares on SME platform of BSE Ltd. on05th October 2017.

As on the date of this report the shares of the Company are listed onSME platform of BSE and the Company has paid the

annual listing fees for the year 2018-19.

12. AUTHORISED SHARE CAPITAL:

Since the incorporation of our company the authorized share capital ofour company has been altered in the manner ser

forth below:

Particular of Change Date of

AGM/EOGM

Shareholders'
Meeting
From To
100000 Equity Shares of Rs. 10 each 100000 Equity Shares of Rs. 10 each 1000000 Equity Shares each

of Rs. 10

On Incorporation 08.10.2010

EOGM

1000000 Equity Shares of Rs. 10 each 4000000 Equity Shares each

of Rs. 10

12.04.2017

EOGM

13. PAID UP SHARE CAPITAL:

Date of Allotm ent

No. of shares allotte d

Face Value (Rs.)

Issue Price (Rs.)

Nature of Considerati on

Nature of Allotment

Cumulative No. of Shares

Cumulative paid up shares (Rs.)

05.09. 2008

10000

10.00

10.00

Cash

Subscription to MoA

10000

100000

31.01. 2010

15000

10.00

60.00

Cash

Further Allotment

25000

250000

28.02. 2010

75000

10.00

60.00

Cash

Further Allotment

100000

1000000

15.03. 2011

14725

10.00

60.00

Cash

Further Allotment

247250

2472500

0

28.03. 2015 84500

10.00

100.00

Cash Further Allotment

331750

3317500

29.04. 2017 23222 50

10.00

Nil

Other than Cash Bonus shares Issue

2654000

26540000

18.05. 2017 16587 5

10.00

35.00

Cash Further Allotment

2819875

28198750

29.09. 2017 11760 00

10.00

30.00

Cash Initial Public Offer

3995875

39958750

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2017-18 following changes in directorshipwere made:

During the year following appointments were made:

Mr. Amit B. Halvawala (DIN: 07581835) has been appointed as anAdditional Independent Director of the company w.e.f.

18.05.2017 and was regularized as a director at previous Annual GeneralMeeting held on 24.05.2017.

Mr. Hardik J. Desai (DIN: 01358227) has been evaluated and appointed asa Managing Director of the Company at board meeting held on 01.06.2017 and same wasapproved by the members at extra ordinary general meeting held on 09.06.2017 for fiveyears not liable to retire by rotation.

Mr. Chetan C. Jariwala (DIN: 02780455) has been evaluated and appointedas a Whole Time Director of the Company at board meeting held on 01.06.2017 and same wasapproved by the members at extra ordinary general meeting held on 09.06.2017 for fiveyears.

Mr. Chetan C. Jariwala (DIN: 02780455) is liable to retire by rotationat ensuing AGM and offer himself for reappointment.

Mrs. Maniya Hardik Desai (DIN: 05351685) has been appointed as anadditional non-executive director of the Company w.e.f.

01.06.2018 till conclusion of ensuing Annual General Meeting and beingeligible has offered herself for reappointment.

Ms. Natasha F. Dsouza (DIN: 07846132) has been appointed as anIndependent Director of the Company w.e.f. 09.06.2017 at EOGM held on basis ofrecommendation of board of directors for Five years from 09.06.2017 till 08.06.2022 notliable to retire by rotation.

Mrs. Ankita Jignesh Saraiya (DIN: 08057276) has been appointed as anadditional Independent Director w.e.f. 01.02.2018 for Five years from 01.02.2018 till31.01.2023 not liable to retire by rotation subject to approval of members at AnnualGeneral Meeting and being eligible has offered herself for reappointment.

During the year following resignation were made:

Mr. Amit B. Halvawala (DIN: 07581835) has been resigned from thedirectorship w.e.f. 01.02.2018 due to his personal reasons.

During the financial year 2017-18 following changes in KeyManagerial Personnel were made:

Mr. Jenish Bharatkumar Jariwala has been appointed as a Chief FinancialOfficer (CFO) w.e.f. 01.06.2017.

Mr.Vijaykumar B. Vaghasiya (M. No. A49127) has been appointed as aCompany Secretary & Compliance Officer of the Company w.e.f. 01.06.2017 and has beenresigned w.e.f. 15.02.2018 due to his personal reasons.

Mr. Mehul N. Amareliya (M. No. A54306) has been appointed as a CompanySecretary & Compliance Officer of the Company

w.e.f. 24.02.2018.

The board based on recommendation of nomination and remunerationcommittee place before the Annual General Meeting to reappoint Mr. Chetan C. Jariwala whois retired by rotation and eligible to reappoint to regularized Mrs. Maniya H. Desai as aDirector and also appointment of Mrs. Ankita J. Saraiya as Independent Director at ensuing10th Annual General Meeting.

Appropriate resolutions for the re-appointment are being placed foryour approval at the ensuing AGM.

The brief resume of the Directors and other related information hasbeen detailed in the Notice convening the 10th AGM of

your Company.

The composition of Board complies with the requirements of theCompanies Act 2013. Further in pursuance of Regulation 15(2) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Company is exempted from requirement of having composition ofBoard as per Listing Regulations.

15. NUMBER OF BOARD MEETING HELD:

The board met 14 (Fourteen) times during the year 2017-18 under review.The board meets at least four times a year with a maximum gap of one hundred and twentydays between any two meetings. Additional meetings are held due to necessity for thepurposes of transaction of various businesses in relation to listing of company on SMEplatform of BSE limited as under-01.04.2017 13.04.2017 21.04.2017 29.04.201701.05.2017 18.05.2017 01.06.2017 03.07.2017 31.08.2017 26.09.2017 29.09.201711.12.2017 01.02.2018 & 24.02.2018 and their attendance are under-

Name of Directors

No. of Meeting Held during the year

No. of Meeting Attended during the year

Whether 9th AGM has attended (Yes/No)

Hardik Jigishkumar Desai

14

14

Yes

Chetan Chandrakant Jariwala

14

14

Yes

Amit B. Halavawala(1)

14

08

N.A.

Maniya H. Desai(2)

14

08

Yes (as a member)

Natasha Francis Dsouza(3)

14

08

N.A.

Ankita J. Saraiya(4)

14

02

N.A.

(1) Mr. Amit B. Halavawala was appointed as on 18.05.2017 and resignedas on 01.02.2018. (2) Mrs. Maniya H. Desai was appointed as on 01.06.2017.

(3) Ms. Natasha F. Dsouza was appointed as on 09.06.2017(EOGM) based onrecommendation of board on 01.06.2017(board meeting) (4) Mrs. Ankita J. Saraiya wasappointed as on 01.02.2018.

16. MEETING OF INDEPENDENT DIRECTORS:

The independent directors of company met one time during the year onSaturday 24th March 2018 where all the independent directors were present under therequirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

17. DECLARATION BY AN INDEPENDENT DIRECTORS:

A declaration by an Independent Directors that they meet the criteriaof independence as provided in sub-section (6) of Section 149 of the Companies Act 2013has been received by the company. It has been provided in an Annexure-I & II whichforms part of the Directors' Report.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

A policy on familiarization program for independent directors has alsobeen adopted by the Company. All new Independent Directors inducted to the Board arepresented with an overview of the Company's business operations products organizationstructures and about the Board Constitutions and its procedures.

19. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your

Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act 2013:

a. That In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures; b. That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review. c. Thatthe 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.That the directors had prepared the annual accounts on a going concern basis. e. That thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively. f. That thedirectors had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.

20. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

A. AUDIT COMMITTEE:

Your Company has constituted an Audit Committee ("AuditCommittee") vide Board Resolution dated July 03 2017 as per the applicableprovisions of the Section 177 of the Companies Act 2013 and also to comply withRegulation 18 of SEBI Listing Regulations 2015 applicable upon listing of the Company'sEquity shares on SME platform of BSE The constituted Audit Committee comprises followingmembers:

Name of Director Nature of Directorship Status in Committee
Natasha Francis Dsouza Non-Executive Independent Director Chairperson
Ankita Jignesh Saraiya Additional Non-Executive Independent Director Member
Maniya Hardik Desai Additional Non-Executive Director Member

The Company Secretary of the Company acts as the Secretary to theCommittee.

The Audit Committee acts in accordance with the terms of referencespecified by the Board of Directors of the Company. All

the recommendations made by the Audit committee were accepted by theBoard whenever made.

The audit committee shall meet at least four times in a year and notmore than four months shall elapse between two meetings. The quorum shall be either twomembers or one third of the members of the audit committee whichever is greater but thereshall be a minimum of two independent members present.

The audit committee met two (2) times during the year on 29th November2017 and on 22nd March 2018 where all the

member directors were present.

B. NOMINATION AND REMUNERATION COMMITTEE:

Your Company has formed the Nomination and Remuneration Committee inaccordance with the provisions of sub-section (3) of Section 178 of the Companies Act2013 & Regulation 19 of SEBI Listing Regulation 2015 vide Board Resolution dated July03 2017. The Nomination and Remuneration Committee comprise the following:

Name of Director Nature of Directorship Status in Committee
Natasha Francis Dsouza Non-Executive Independent Director Chairperson
Ankita Jignesh Saraiya Additional Non-Executive Independent Director Member
Maniya Hardik Desai Additional Non-Executive Director Member

The Company Secretary of the Company acts as the Secretary to theCommittee.

The Nomination and Remuneration Committee acts in accordance with theterms of reference specified by the Board of Directors of the Company. The Board has inaccordance with the provisions of sub-section (3) of Section 178 of the

Companies Act 2013 formulated as per recommendation of Nomination andRemuneration Committee the policy setting out the criteria for determining qualificationspositive attributes independence of a Director and policy relating to remuneration forDirectors Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee met one (1) times during theyear on 21st January 2018 where all the member directors were present.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has formed the Stakeholder's Relationship Committee inaccordance with the provisions of sub-section (5) of Section 178 of the Companies Act2013 & Regulation 20 of SEBI Listing Regulation 2015 vide Board Resolution dated July03 2017.

The Stakeholder's Relationship Committee comprises of the followingmembers:

Name of Director Nature of Directorship Status in Committee
Natasha Francis Dsouza Non-Executive Independent Director Chairperson
Ankita Jignesh Saraiya Additional Non-Executive Independent Director Member
Maniya Hardik Desai Additional Non-Executive Director Member

The Company Secretary of the Company acts as the Secretary to theCommittee. The Stakeholder's Relationship Committee acts in accordance with the terms ofreference specified by the Board of Directors of the Company.

The Stakeholder's Relationship Committee met one (1) times during theyear on 22nd March 2018 where all the member directors were present.

Details of Investor's grievances/ Complaints:

No investor complaints received during the year. The pending complaintsof the Shareholders/Investors registered with SEBI at the end of the current financialyear ended on 31st March 2018 are NIL.

There were no pending requests for share transfer/dematerialization ofshares as of 31st March 2018.

21. AUDITORS:

? STATUTORY AUDITORS:

Appointment of Statutory Auditors:

The present Auditor of the Company M/s Bipinchandra J Modi & Co.Chartered Accountants Surat was appointed as Auditor till conclusion of 10th AnnualGeneral Meeting from the Extra Ordinary General Meeting held on 12.05.2018 in place ofM/s. K S Jagirdar & Co. who shown his inability due to not having peer reviewcertificate from peer review board of ICAI to audit of listed company.

The consent of Bipinchandra J Modi & Co along with certificateunder Section 139 of the Act has been obtained to the effect that their re-appointment ifmade shall be in accordance with the prescribed conditions and that they are eligible tohold the office of Auditors of the Company.

The board accordingly on recommendation of Audit Committee placebefore you for approval appointment of M/s.

Bipinchandra J Modi & Co for term of five years from conclusion ofensuing AGM till conclusion of next sixth AGM.

STATUTORY AUDITORS' OBSERVATIONS IN AUDIT REPORT:

There are no qualifications reservations or adverse remarks made byM/s. Bipinchandra J Modi & Co. Chartered Accountants the Statutory Auditors of theCompany in their report. The observations made by the Statutory Auditors in their reportfor the financial period ended 31st March 2018 read with the explanatory notes thereinare self-explanatory and therefore do not call for any further explanation or commentsfrom the Board under Section 134(3) of the Companies Act

2013.

? SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of Companies Act 2013 and Rulesmade there under Mr. Praful N. Vekariya Company Secretary in Practice has been appointedas a Secretarial Auditor of the Company for the "Financial Year 2017-18" inMeeting of Board of Directors held on February 24 2018. A Secretarial Audit Report inForm MR-3 given by Mr. Praful N. Vekariya Company Secretary in Practice has been providedin an Annexure-III which forms part of the Directors Report.

SECRETARIAL AUDITORS' OBSERVATIONS IN SECRETARIAL AUDIT REPORT:

There is no qualification reservation or adverse remarks or disclaimermade by the Secretarial Auditor in their report and do not call for any furtherexplanation/comment from the board.

? INTERNAL AUDITOR:

In terms of Section 138 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 the board has appointed Mr. Dhaval Kamlesh Baman as anInternal Auditor of the Company at its meeting held on February 24 2018 for the financialyear 2017-18.

The Company continued to implement his suggestions and recommendationsto improve the control environment. Their scope of work includes review of processes forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas. InternalAuditor's findings are discussed with the process owners and suitable corrective actionstaken as per the directions of Audit Committee on an ongoing basis to improve efficiencyin operations.

? Cost Auditors:

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) Amendment Rules 2014 the costaudit is not applicable to the Company.

22. SECRETARIAL STANDARDS:

Your Company complies with the Secretarial Standard on Meetings ofDirectors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it hasapplicable.

Your Company will comply with the other Secretarial Standards issued bythe Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

23. EVALUATION OF BOARD'S PERFORMANCE:

In compliance with the provisions of the Companies Act 2013 (‘theAct') and SEBI (LODR) Regulations 2015 the Board during the year adopted a formalmechanism for evaluation of its performances as well as that of its committees andindividual Directors including the Chairman of the Board. A structured mechanism wasprepared after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance.

A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution independence of judgment safeguarding theinterest of the Company and its minority shareholders etc. The performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluationof the Chairman and the Non-Independent Directors was carried out by the IndependentDirectors. The Directors expressed their satisfaction with the evaluation process.

24. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

Since there was no unpaid/unclaimed Dividend declared and paid lastyear the provisions of Section 125 of the Companies

Act 2013 do not apply.

25. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or AssociateCompany as on 31st March 2018.

26. CLASSES OF SHARES:

As on date the Company has only one class of share capital i.e. EquityShares of Rs. 10/- each.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The internal Audit functions reports to theChairman of the Audit Committee and to Chairman/Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacyof internal control systems in the company. It's

compliances with operating systems accounting procedure and policiesat all locations of the Company.

28. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls withreference to financial statements. During the year such controls were tested and noreportable material weakness in the design or operation was observed.

29. 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. The Company'srisk management strategy is to identify assess and mitigate any significant risks. Wehave established processes and guidelines along with a strong overview and monitoringframework at the Board and Senior Management levels.

30. RELATED PARTIES TRANSACTIONS:

There were no any materially significant related parties' transactionwith promoters and directors which were in conflict with the interest of the Companyattracting the provision of Section 188 of the Companies Act 2013 during the financialyear. Thus disclosure in Form AOC-2 is not required. However Form AOC 2 related withparticulars of contract or arrangements with related parties are annexed herewith asAnnexure IV.

31. EXTRACT OF ANNUAL RETURN:

The extract of the annual return in Form MGT-9 in terms of Section92(3) of the Companies Act 2013 for the financial year under review has been provided asAnnexure V and also being uploaded at website of the company www.tridenttexofab.com.

32. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Since the company has given loan or provided any guarantee or made anyinvestment covered under section 186 of the

Companies Act 2013 during the year and complied with the provisions ofthe Act.

33. CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosuresrequirement) Regulation 2015 the annual report of the listed entity shall containCorporate Governance Report and it is also further provided that (a) the listed entityhaving paid up equity share capital not exceeding rupees ten crore and net worth notexceeding rupees twenty five crore as on the last day of the previous financial year; (b)the listed entity which has listed its specified securities on the SME Exchange the saidprovisions are not applicable. As our Company has paid up capital and net worth belowlevel as specified in above regulation and is a SME Listed company listed on BSE SMEPlatform therefore the Corporate Governance Report is not applicable and therefore notprovided by the Board.

34. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act 2013read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is as under:

1. the ratio of the remuneration of each director to the medianremuneration of the employees of the company for the financial year: 1.44 2. thepercentage increase in remuneration of each director Chief Financial Officer ChiefExecutive Officer Company Secretary or Manager if any in the financial year;

60% remuneration increase of Managing Director

3. the percentage increase in the median remuneration of employees inthe financial year; Nil

4. No. of permanent employees on the rolls of company; 18

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.

35. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION

AND REDRESSAL) ACT 2013:

Your Company has zero tolerance towards any action on the part of anyexecutive which may fall under the ambit of ‘Sexual Harassment' at workplace and isfully committed to uphold and maintain the dignity of every women executive working inyour Company. The Sexual Harassment Policy provides for protection against sexualharassment of women at workplace and for prevention and redressal of such complaints.

During the year under review there were no complaints pending as onthe beginning of the financial year and no new complaints were filed during the financialyear under review.

36. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNING AND OUTGO:

The information relating to Conservation of Energy and TechnologyAbsorption as required to be disclosed under Section

134(3) (m) read with Rule 8 of the Companies (Accounts Rules) 2014 isnot applicable to the Company.

Foreign Exchange Earnings and Outgo:

During the year 2017-2018 the company has not earned/utilized anyforeign exchange.

37. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis Report for the year underreview as stipulated under Regulation 34(2) (e) of the

Listing Regulations is given as an "Annexure VI" to thisreport.

38. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OFREMUNERATION AND DISCHARGE OF THEIR

DUTIES:

The Company's Policy relating to appointment of Directors payment ofManagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in "Annexure VII" forming part of the Annual Report.

39. CORPORATE SOCIAL RESPONSIBILITY POLICY:

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

40. HEALTH SAFETY & ENVIRONMENT POLICY:

The Company has recognized health management occupational safety andenvironment protection (HSE) as one of the most important elements in the organization'ssustainable growth and has closely linked it to its cultural values. The Companycontinually strives to create a safe working environment by being responsive caring andcommitted to the various needs governing the security and well-being of employees.

41. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has established vigil mechanism/Whistle Blower Policy forDirectors and employees of the Company to report genuine concerns regarding unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct andethics Policy. The said mechanism also provides for direct access to the Chairperson ofthe Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigilmechanism/whistle blower policy in order to ensure adequate safeguards to employees andDirectors against victimization. The Vigil Mechanism Policy has been uploaded on thewebsite of the Company the link provided below:(http://www.tridenttexofab.com/home/wp-content/uploads/2018/03/Whistle%20Blower%20Policy.pdf).

42. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate in securities by the Directors and designated employees ofthe Company. The Code requires pre-clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.

All Board of Directors and the designated employees have confirmedcompliance with the code.

43. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all employees in the course of day to daybusiness operations of the Company. The Company believes in "Zero Tolerance"against bribery corruption and unethical dealings / behaviors of any form and the Boardhas laid down the directives to counter such acts. The code laid down by the Board isknown as "code of business conduct" which forms an Appendix to the Code. TheCode has been posted on the Company's websitehttp://www.tridenttexofab.com/code-of-conduct/. A declaration signed by the Company'sManaging Director for the Compliance of these requirements is furnished in "AnnexureVIII" forming part of the Annual Report.

44. MD AND CFO CERTIFICATION:

The MD and CFO of the company required to gives annual certification onfinancial reporting and internal controls to the board in terms of Regulation 17(8) oflisting regulation and certification on financial results while placing the financialresult before the board in terms of Regulation 33 of listing regulation and same ispublished in this "Annexure IX report.

45. INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationshipwith employees at all level.

46. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions

on these items during the year 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 ofthe Company under any scheme. c. No significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.

47. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankersbusiness associates consultants and various Government Authorities for their continuedsupport extended to your Companies activities during the year under review. Your Directorsalso acknowledges gratefully the shareholders for their support and confidence reposed onyour Company.

For and on behalf of the Board of Directors Trident Texofab Limited

Place: Surat
Date: 28.05.2018

Sd/-

Sd/-

Hardik J. Desai

Chetan C. Jariwala

Managing Director

Whole Time Director

DIN: 01358227

DIN: 02780455