TRIDENT TOOLS LIMITED
Your Directors present the Twenty Sixth Annual Report and Audited Financial Statementsof the Company for the year ended 31st March 2019.
|Particulars ||For the Year ended 31st March 2019 ||For the Year ended 31st March 2018 |
|Income ||2700900 ||88409322 |
|Expenditure ||34075978 ||179221291 |
|Profit /(Loss) before Tax ||(31375078) ||(90811969) |
|Deferred Tax/Current Tax/ Excess/Short Provision relating to earlier years ||8428137 ||NIL |
|Profit/ (Loss) after Tax ||(39803215) ||(90811969) |
There is no change in the nature of business of the Company.
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2019-20
A Petition filed by Punjab National Bank on 30.11.2018 under Insolvency &Bankruptcy Code 2016.
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
Except the changes occurred during and subsequent to the financial year 2017-18 statedhereinabove no material changes and commitments has occurred after the close of the yeartill the date of this report which affect the financial position of the Company
Trident Tools Ltd has been going through very difficult times financially. All thecompany operations are shut due and due to non-receipt of salaries all employees of thecompany have left and it has not been possible to get new employees including companysecretary due to the bad condition of the company. As a result the company has during thecurrent year not been able to pay the BSE listing fees and also there has been a delay insubmission of certain information. Nevertheless the company has still completed allcompliances.
TRANSFER TO GENERAL RESERVE
There is no transfer to General Reserve during the year under consideration.
In view of losses incurred during the year 2018-19 the Board of Directors does notrecommend any dividend for the year under review
The company achieved revenue from operation of Rs. 2700900/- and a net loss ofRs.34075978/- during 2018-19 against a revenue of Rs. 88409322/- and net loss of Rs.90811969/- for the year 2017-18.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report on the business outlook and performancereview for the year ended March 31 2019 as stipulated in Regulation 34 read withSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is available as ANNEXURE-I a separate section which forms part of the AnnualReport.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS OR SWEAT EQUITY SHARES OFFERINGOF ESOP AND BUY BACK OF SECURITIES
The Company has not issued equity shares with differential voting rights or sweatequity shares. The Company has not offered any shares under Employee Stock Option Scheme.The Company has not bought back any of its securities during the year under review.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS & ITS COMMITTEES
The Board of Directors have met Six times and Independent Directors once during theyear ended 31st March 2019.
Composition of Audit Committee Nomination and Remuneration Committee and Stakeholders'Relationship Committee of Directors number of meetings of the Board and each Committee ofDirectors held during the financial year 2018-19 and meetings attended by each Director asrequired under the Companies Act 2013 are provided in Corporate Governance Reportforming part of Annual Report.
The recommendations of the Audit Committee as and when made to the Board have beenaccepted by it.
DIRECTORS AND KEY MANAGEMENT PERSONNEL APPOINTMENT & RESIGNATION
The CIRP was initiated against the Company on 28th September 2019 and pursuant toSection 17 of the IBC the powers of the Board of Directors of the Company stoodsuspended and such powers are vested with the Resolution Professional Mr. NitinViswanath Panchal. The outcome of the CIRP may result in change in the Board of Directorsof the Company followed by reconstitution of the statutory committees of the Board ofDirectors of the Company.
There are Changes in Directors and Key managerial personals.
Mr. Satish K Marathe Non-Executive Independent Director of the Company resigned fromthe Board of Directors of the Company w.e.f. 14th August 2018 due to personal reasons.The Board placed on record its deep appreciation for the guidance & support providedby him for the overall growth of the Company during his association with the company.
Ms. Bhagyashree M Bhutaka Company Secretary and Compliance Officer of the Companyresigned from the Company w.e.f. 3rd June 2018.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
All the Independent Directors of the Company have furnished declarations that they meetthe criteria of independence as per the provisions of section 149(6) of the Companies Act2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure requirements)Regulations 2015.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS
The Board of Directors has carried out an annual evaluation of its own performance itscommittees and individual directors pursuant to the provisions of the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The performance of non-independent directors the Board as a whole was evaluated in aseparate meeting of independent directors taking into account the views of executivedirectors and non-executive directors.
Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.
Internal Structured Questionnaire was prepared in accordance with the Guidance Note onBoard Evaluation issued by the Securities and Exchange Board of India on January 5 2017which were circulated to the Directors and/ or Committee Members for their feedback/comments. The Confidential Questionnaire was responded to by the Directors and theirfeedback/ comments were received on how the Board currently operates and how it canenhance its effectiveness.
The Board of Directors has expressed its satisfaction with the evaluation process.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
(a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures if any;
(b) that the Directors have 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 / loss of the Company for that period;
(c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) that the Directors have prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
(f) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
EXTRACT OF ANNUAL RETURN
Pursuant to Sections 134(3)(a) and 92(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 an extract of theAnnual Return in Form No. MGT 9 is attached herewith as ANNEXURE-II and forms partof this Report.
M/s. Bagaria & Co. LLP Chartered Accountants (Firm's Registration No.113447W/W-100019) were appointed as the Statutory Auditors of the Company for second termto hold office from the conclusion of Annual General Meeting held on 30th September 2019until the conclusion of the Annual General Meeting to be held in the year 2024.
The provisions for appointment of Cost Auditors are not applicable to Company.
The Board pursuant to section 204 of the Companies Act 2013 read with rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 including anystatutory modification(s) or re-enactment thereof had during the year appointedM/sAggarwal M & Associates Company Secretaries to conduct secretarial audit of theCompany for the financial year 2018-19. The Secretarial Audit Report for the financialyear ended March 31 2019 is attached herewith marked as ANNEXURE-III to thisreport.
AUDIT REPORT AND SECRETARIAL AUDIT REPORT
There are qualifications reservation or adverse remark in the Statutory Audit Reportand Secretarial Audit Report which is stated in the report.
Your Company reaffirms its commitment to Corporate Governance and is fully compliantwith the requirements relating to Corporate Governance. A report on Corporate Governancepursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 form part of the Annual Report.
The Central Government has not prescribed maintenance of cost records for the Companyunder Section 148(1) of the Companies Act 2013.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND THEIRADEQUACY
Your Company has in place adequate internal financial controls with reference tofinancial statements commensurate with the size scale and complexity of its operationswhich also ensures that all assets are safeguarded and transactions are authorizedrecorded and reported correctly. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. In theBoard's view there are no material risks which may threaten the existence of theCompany.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN END OF FINANCIAL YEAR AND DATE OF THIS REPORT
There is no material change and commitment affecting the financial position of theCompany which has occurred between end of the financial year under review and the date ofthis Report.
DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Associate Company.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
There is no contract or arrangements made during the year with related parties whichrequires disclosure under Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2)of the Companies (Accounts) Rules 2014. Your Directors draw attention to Note No. 28 ofthe financial statements which sets out related party disclosures.
PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES BY THE COMPANY
During the year under review there is no loan given investment made guarantee givenor security provided by the Company covered under Section 186 of the Companies Act 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS
No significant and material order has been passed by the regulators courts andtribunals impacting the going concern status and the Company's operations in future.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 regarding Corporate Social Responsibility are notapplicable to the Company.
During the year under review the Company has not accepted any deposit covered underChapter V of the Companies Act 2013 (i.e. Acceptance of Deposits by Companies) read withthe Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF EMPLOYEES
None of the employees of the Company is drawing remuneration in excess of the limitsprescribed under Rule (5)(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars specified in Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 is given in the ANNEXURE-VI to thisReport and forms part of this Report.
The Company has put in place a Whistle Blower Policy to provide an open and transparentworking environment and to promote responsible and secure whistle blowing system fordirectors and employees of the Company to raise concern. The Policy broadly coverinstances of fraudulent financial reporting financial irregularities misappropriation/misuse of the company resources manipulation of company data/ records breach ofcontract etc. The Policy provides adequate safeguard against victimisation ofemployee(s)/ director(s) who raise the concern and have access to Managing Director/Chairman of Audit Committee who are entrusted to oversee the whistle blower mechanism.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT PERSONNEL
The Nomination & Remuneration Committee has framed a Policy in terms of theprovisions of Section 178(3) of the Act dealing with appointment and remuneration ofDirectors Key Managerial Personnel and Senior Management Personnel. The policy coverscriteria for determining qualifications positive attributes independence andremuneration of its Directors Key Managerial Personnel and Senior Management Personnel.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal)Act 2013. The Company is committed to provide a work environment which is free fromdiscrimination and unlawful harassment at workplace. An appropriate complaint mechanism inthe form of Internal Complaints Committee' has been created in the Company fortime-bound redressal of the complaint made by the victim.
The members of the Committee provide for the following measures for safety of the womenemployees at workplace:
a) To formulate the Anti-Sexual Harassment Policy in order to ensure the prevention ofsexual harassment and safety of women employees at work place;
b) To conduct the meeting in case of any complaint received in writing from any womenemployees to settle the grievances and to ensure the proper compensation in case of anymisconduct harassment with the women employees;
c) Provide a safe working environment at the workplace;
d) Organize workshops and awareness programmes at regular intervals.
There was no compliant received by the Company during the year under the aforesaid Act.
Your Directors would like to place on record their deep sense of gratitude toResolution Professional Bankers Government Authorities and Shareholders.
|For and on behalf of the Board of Directors of Trident Tools Limited || |
|Narendra Gupta ||Ravi N Gupta |
|Wholetime Director ||Managing Director |
|DIN:00535619 ||DIN:00106681 |
|Date : 31/08/2019 || |
|Place : Mumbai || |