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Trident Tools Ltd.

BSE: 531972 Sector: Others
NSE: N.A. ISIN Code: INE179D01018
BSE 00:00 | 12 Feb Trident Tools Ltd
NSE 05:30 | 01 Jan Trident Tools Ltd
OPEN 12.60
PREVIOUS CLOSE 12.60
VOLUME 1
52-Week high 17.45
52-Week low 10.01
P/E
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 12.60
Sell Qty 34.00
OPEN 12.60
CLOSE 12.60
VOLUME 1
52-Week high 17.45
52-Week low 10.01
P/E
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 12.60
Sell Qty 34.00

Trident Tools Ltd. (TRIDENTTOOLS) - Director Report

Company director report

The Directors present the Annual Report of your Company together with the auditedfinancial statements for the financial year ended 31st March 2018.

FINANCIAL PERFORMANCE

The standalone audited financial results for the year ended 31st March 2018are as under:

Particulars For the Year ended 31st March 2018 For the Year ended 31 March 2017
Income 88409322 133860774
Expenditure 179221291 394452895
Profit/ (Loss) before Depreciation and Tax (57853303) (226730582)
Depreciation 32958666 33861539
Profit /(Loss) before Tax (90811969) (260592121)
Deferred Tax/Current Tax NIL (40712394)
Profit/ (Loss) after Tax (90811969) (219859727)

OPERATIONS REVIEW

The company achieved revenue from operation of Rs. 88409322/- and a net loss ofRs.90811969/- during 2017-18 against a revenue of Rs. 133860774/- and net loss ofRs. 219859727/- for the year 2016-17.

DIVIDEND

In view of losses incurred during the year 2017-18 the Board of Directors does notrecommend any dividend for the year under review.

TRANSFER TO RESERVES

The Company has transferred no Amount to Reserve during the Year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments if any affecting the financialposition of the Company between the end of the financial year to which the financialstatements relate and the date of report.

ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 in prescribed form MGT-9 for the financial year 2017-18 is attached inAnnexure I

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business activity during the year underreview.

DETAILS OF NEW SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

There have been no Companies which have become Subsidiaries Joint Ventures orAssociate Companies during the year under review.

DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATECOMPANIES

There have been no Companies which have been ceased to be its Subsidiary Joint Ventureor Associate Company during the year under review.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from Public within the meaning of Section73(1) of the Companies Act 2013 and the Rules made there under.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS

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.

BOARD MEETINGS

The Board of Directors (herein after called as "the Board") met for Tennumber of times during the Year under review on 30th May 2017 30thAugust 2017 11th December 2017 14th February 2018.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONAL

There are no Changes in Directors and Key managerial personals.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Satish K Marathe Mr. Suresh V Bhandary and Ms. Ranjana P Dmello are theIndependent Directors on the Board of the Company. The Company has received thedeclaration from all the Independent Directors confirming that they meet the criteria asset out in the provisions of Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of Listing Obligation and Disclosure Requirements Regulations 2015 with theStock Exchanges.

COMMITTEES OF BOARD

Nomination and Remuneration Committee

In Compliance with Section 178 of the Companies Act 2013 and as per Regulation 19 ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 being effectivefrom 1st December 2015 your Company has reconstituted a Nomination andRemuneration Committee consisting of 4 Directors.

The Composition of the Committee is as under:

Name of Directors Designation in Committee Nature of Directorship
Mr. Suresh V Bhandary Chairman Non-Executive & Independent
Mr. Satish K Marathe Member Non-Executive & Independent
Mrs. Ranjana D'Mello Member Non-Executive & Independent

The Board in consultation with the Nomination and Remuneration Committee formulated theNomination and Remuneration Policy on Nomination and Remuneration of Directors Keymanagerial Personnel and Senior Management including criteria for determiningqualifications positive attributes independence of a Director and other matters providedunder sub-section (3) of section 178 and the policy formulated by the Committee isattached herewith in Annexure II.

Audit Committee

The composition of Audit Committee is constituted as follows:

Name of Directors Designation in Committee Nature of Directorship
Mr. Satish K Marathe Chairman Non-Executive & Independent
Mr. Narendra R Gupta Member Executive & Whole time Director
Mrs. Ranjana D'Mello Member Non-Executive & Independent
Mr. Suresh V Bhandary Member Non-Executive & Independent

All the recommendations made by the audit committee were accepted by the Board.

Frequency and quorum at these meetings were in conformity with the provisions of theCompanies Act 2013 and Regulation 18 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 entered into by the company with the Stock Exchanges.

Stakeholders Relationship Committee-(Constituted As Shareholders/Investors' Grievances& Share Transfer Committee)

The composition of the committee is constituted as follows:

Name of Director Designation in Committee Nature of Directorship
Mr. Satish K Marathe Chairman Non-Executive & Independent
Mr. Suresh V Bhandary Member Non-Executive & Independent
Mrs. Ranjana D'Mello Member Non-Executive & Independent
Mr. Ravi N Gupta Member Executive & Managing Director
Mr. Narendra R Gupta Member Executive & Whole Time Director

Pursuant to Section 178 of the Companies Act 2013 and Regulation 20 of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 your Company has Re-constitutedShareholders/Investors Grievances & Share Transfer Committee to "StakeholdersRelationship Committee".

The objective of the Committee is to look after various stakeholders' grievances andspeedy disposal of the same. Company has constituted a Shareholders'/Investors' GrievanceCommittee. The committee is formed to specifically look into the redressal of shareholderand investor complaints.

THE VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 includes an Ethics & Compliance Task Force comprising seniorexecutives of the Company. Protected disclosures can be made by a whistle blower throughan e-mail or dedicated telephone line or a letter to the Task Force or to the Chairman ofthe Audit Committee.

The Vigil Mechanism/Whistle Blower Policy has been uploaded on the Company's Websitei.e. www.magicuttools.com

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

The Formation of CSR committee is not applicable to our Company hence Company has notconstituted CSR committee

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

However the Company was not required to pass special resolution as the Loans advancedand investments made in accordance with the said provisions has not exceeded the limits asspecified in the provision:

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Section 188 of the Companies Act 2013 read with the Companies (Meetings of Boardand its Powers) Rules 2014 and Regulation 23 of SEBI (Listing Obligation & DisclosureRequirements) Regulations 2015 specifies the requirement for approval of the Board and/orthe Members as and when applicable in related party transactions in relation tocontracts/arrangements.

During the year under review the Company has not entered into related partytransactions as per the provisions of Section 188 of the Companies Act 2013. Thusdisclosure in Form AOC-2 is not required. Further there are no materially significantrelated party transactions during the year under review made by the Company withPromoters Key Managerial Personnel or other designated persons that may have a potentialconflict with the interest of the Company.

The Company has formulated a related party transactions policy and the same isdisplayed on the website of the company.

RISK MANAGEMENT

Risk management is the identification assessment and prioritization of risks followedby coordinated and economical application of resources to minimize monitor and controlthe probability and/or impact of unfortunate events or to maximize the realization ofopportunities. Risk management's objective is to assure uncertainty does not deflect theendeavor from the business goals.

The Company has laid down procedures to inform the members of the Board about the riskassessment and minimization procedures. A risk management committee consisting of seniorexecutives of the Company periodically reviews these procedures to ensure that executives'management controls risk through means of a properly defined framework. A seniorindependent director is associated with the committee. The Company has framed the riskassessment and minimization procedure which is periodically reviewed by the Board. Therisk management policy is displayed on the website of the Company.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS

As required under section 178(2) of the Companies Act 2013 and under Schedule IV tothe Companies Act 2013 on Code of conduct for Independent Directors a comprehensiveexercise for evaluation of the performances of every individual Director of the Board asa whole and its Committees and of the Chairperson of the Company has been carried by yourcompany during the year under review as per the evaluation criteria approved by the Boardand based on guidelines given in Schedule IV to the Companies Act 2013.

For the purpose of carrying out performance evaluation exercise four types ofEvaluation forms were devised in which the evaluating authority has allotted to theindividual Director the Board as a whole its Committees and the Chairperson appropriaterating as Excellent Very Good Good or Satisfactory depending upon the performance.

Such evaluation exercise has been carried out

(i) of Independent Directors by the Board

(ii) of Non-Independent Directors by all the Independent Directors in separate meetingheld for the purpose

(iii) of the Board as a whole and its Committees by all the Independent Directors intheir separate meeting.

(iv) of the Chairperson of your Company by the Independent Directors in their separatemeeting after taking into account the views of the Executive/Non-Executive Directors

(v) of individual Directors by the Nomination and Remuneration Committee

(vi) of the Board by itself

Having regard to the industry size and nature of business your company is engaged inthe evaluation methodology adopted is in the opinion of the Board sufficientappropriate and is found to be serving the purpose.

AUDITORS

M/s. Bagaria & Co. LLP Chartered Accountants (Firm's Registration No.113447W/W-100019) were appointed as the Statutory Auditors of the Company to hold officefrom the conclusion of AGM held on 30th September 2016 until the conclusion ofAGM to be held in the year 2019. Members are request to ratify their appointment for thefinancial year 2018-19.

SECRETARIAL AUDITOR

Your Company has appointed M/s. Priyanka Hirawat & Company Practicing CompanySecretary as a Secretarial Auditor of the Company according to the provision of section204 of the Companies Act 2013 for conducing secretarial audit of Company for thefinancial year 2017-18. M/s. Priyanka Hirawat & Company has issue their Audit reportis attached in Annexure III.

QUALIFICATION GIVEN BY THE AUDITORS

Neither a secretarial auditor nor Statutory auditors have given any qualificationreservation or adverse remark or disclaimer in their report.

EQUITY SHARES WITH DIFFERENTIAL RIGHTS/EMPLOYEES' STOCK OPTION PLAN/SWEAT EQUITY SHARES

The Company has not issued any equity shares with differential rights/sweat equityshares/ employee stock options or not made any provision of its own shares by employees orby trustees for the benefit of employees during the financial year 2017-2018.

The Company has not made any purchase or provision of its own shares by employees or bytrustees for the benefit of employees during the financial year 2017-2018.

DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONAL

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure IV to the Board's report

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.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 read with section 134(3) (c) of theCompanies Act 2013 and to the best of their knowledge and belief and according to theinformation and explanations obtained /received from the operating management yourDirectors make the following statement and confirm 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 have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(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.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best Corporate Governance practices as prevalent globally. The Reporton Corporate Governance as stipulated under Regulation 27 of SEBI (Listing Obligation& Disclosure Requirement) Regulations 2015 forms part of the Annual Report. Therequisite certificate from the Auditors of the Company confirming compliance with theconditions of Corporate Governance as stipulated under the aforesaid Regulation 27 isattached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed Management Discussion and Analysis Report for the Financial Year 2017-18as per the requirements of Listing Obligation & Disclosure Requirements Regulation2015 is given in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A] Conservation of Energy and Technology Absorption:

Company has taken effective steps at every stage to reduce energy consumption andconserve energy in all phases of operation.

Your Company has been continuously upgrading facilities in order to minimize powerconsumption maximizing on power factors at its manufacturing locations.

Information as per Section 134 of the Companies Act 2013 read with Companies (Account)Rules 2014 is annexed as Annexure *V'.

(B) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows is as follows.

Foreign Exchange Earning and Foreign Exchange out Flow

Description 2017-18 2016-17
Capital Goods NIL NIL
Raw material NIL 33394850
Travelling Expenditure 889892 2417861

CODE OF CONDUCT

Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors and Senior Management Personnel of the Company. This will help in dealing withethical issues and also foster a culture of accountability and integrity.

LISTING

The Company has listed its shares on The Bombay Stock Exchange Ltd. The Company isregular in payment of Listing Fees.

Website Links

Sr. no Particulars Website Links
1 Familiarization programs for Independent Directors http://www.magicuttools.com/download.html
2 Policy for determining 'material' subsidiaries http://www.magicuttools.com/download.html
3 Policy on dealing with Related Party Transactions http://www.magicuttools.com/download.html

GREEN INITIATIVE BY THE MINISTRY OF CORPORATE AFFAIRS

The Ministry of Corporate Affairs ('MCA') has taken a Green Initiative in CorporateGovernance by permitting electronic mode for service of documents to members afterconsidering relevant provisions of the Information Technology Act 2000 and Companies Act2013 and rules made thereunder ('the Act').

Pursuant to provisions of Act service of documents to members can be made byelectronic mode on the email address provided for the purpose of communication. If amember has not registered an email address other permitted modes of service wouldcontinue to be applicable.

Your Company sincerely appreciates shareholders who have contributed towardsfurtherance of Green Initiative. We further appeal to other shareholders to contributetowards furtherance of Green Initiative by opting for electronic communication.

This initiative will ease the burden on corporate (and the environment) of sendingphysical documents such as notices annual reports etc. The members who have not providedtheir email address will continue to receive communications dissemination notice(s)documents etc. via permitted mode of service of documents. Further the shareholders whorequest for physical copies will be provided the same at no additional cost to them.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has always believed in providing a safe and harassment free workplace forevery individual through various interventions and practices.

The Company always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company has in place anAnti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy

The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17

• Number of complaints received: NIL

• Number of complaints disposed off: NIL

ACKNOWLEDGEMENT

Your Directors place on record their sincere gratitude for the assistance guidance andco-operation the Company has received from all stakeholders. The Board further places onrecord its appreciation for the dedicated services rendered by the employees of theCompany.

For and on behalf of the Board
Narendra R Gupta
(DIN-00535619)
Chairman and Whole Time Director
Date : 31/08/2018
Place : Mumbai