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Tridev InfraEstates Ltd.

BSE: 531568 Sector: Financials
NSE: N.A. ISIN Code: INE723K01018
BSE 00:00 | 25 Mar 0.82 -0.04
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NSE 05:30 | 01 Jan Tridev InfraEstates Ltd
OPEN 0.82
PREVIOUS CLOSE 0.86
VOLUME 1
52-Week high 2.81
52-Week low 0.80
P/E 41.00
Mkt Cap.(Rs cr) 1
Buy Price 0.86
Buy Qty 551.00
Sell Price 0.90
Sell Qty 50.00
OPEN 0.82
CLOSE 0.86
VOLUME 1
52-Week high 2.81
52-Week low 0.80
P/E 41.00
Mkt Cap.(Rs cr) 1
Buy Price 0.86
Buy Qty 551.00
Sell Price 0.90
Sell Qty 50.00

Tridev InfraEstates Ltd. (TRIDEVINFRA) - Director Report

Company director report

TO

THE MEMBERS

To

The Members

Tridev Infraestates Limited

(formerly Ashutosh Paper Mills Ltd)

Your Directors have pleasure in presenting the Annual Report together with the AuditedStatement of accounts of the Company for the financial year ended March 31 2017.

ECONOMIC SCENARIO

After recording a spectacular growth of over 12% more than the country's GDP in thepast half decade the Infraestates sector all of a sudden lost stream in last fiscallargely due to global financial.

Current Global Scenario

Currently the global economy is in severe slowdown mode amidst deepening credit crunchand upsetting developmental targets of economies across the world. In the prevailingscenario infrastructure remains a top priority for addressing developmental gaps as it isconsidered omnipotent with potentials of lifting economies out of the financial turmoil.The governments around the world are pumping money to generate demands for goods andservices by creating jobs through higher spending into physical and social infrastructure.Likewise the Indian government on its part is not lagging behind on this score and hastaken concrete steps to revive the sector to regain its past glory.

FINANCIAL RESULTS HIGHLIGHTS

(Amount in Rs.)

STANDALONE

31.03.2017 31.03.2016
Sales and Other Income 2292698 5072806
Profit /(Loss) Before Interest Depreciation& Tax 93813 48128
Depreciation - -
-Profit/(Loss) after depreciation 93813 48128
Less: Tax Expenses 28988 5541
Profit /(Loss) after Tax 64825 42587

DIVIDEND

The Board is of the view that the Company should utilize its funds towards theoperations to accelerate the growth rate. Accordingly the Board does not recommend anydividend payment for the year 2016-17.

BUSINESS REVIEW

The year has ended with a Net Profit of Rs. 64825/- as against Net Profit of Rs.42587/- of last year. The Company is exploring avenues for business opportunities andwish to enter in new area of activity. The Company is trying its best to keep its expensesin check in spite of inflationary trends and to revive the business of the Company.Barring unforeseen circumstances- we expect better performance in the current year.

FUTURE OUTLOOK

The outlook of the economic growth across the globe with positive vibrations will fuela growth and demand recovery. At the present moment there is a lull in the market and themanagement is looking forward for changing situation in the global market. While optimismrears for new vigour and thrust like emphasis on colour ways and new designs it isexpected these changes will bring in positive response from the overseas buyers and willtrigger growth and profitability in due course of time.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2017 was Rs. 6.52 crores. During theyear under review the company has not issued any shares or any convertible instruments.

RESERVES

The Company has transferred an amount of Rs. 64825/- to Reserve for the financial yearended on 31st March 2017.

DEPOSITS

During the year under review the Company has not accepted any deposit falling withinthe meaning of section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

The Company has not given any loan or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be furnished under section 134 (3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology absorption and Foreign Exchange earnings and outgo is annexed in "Annexure A" herewith and forming part of this report.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all level.

CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All contracts/ arrangement/ transactions entered by the company during the financialyear with related parties were in the ordinary course of business and on arm length basis.During the year the company has not entered into any contracts/arrangements/ transactionswith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions. The prescribed form AOC-2 isenclosed as Annexure-B and forms part of the report.

DIRECTORS

At the Annual General Meeting of the company going to be held on 29.09.2017 Inaccordance with the provisions of Companies Act 2013 Mrs. Khushboo Agarwal(DIN-07659764) who was appointed as an Additional Director of the Company by the Board ofDirectors with effect from 21st October 2016 be and is hereby appointed as anNon Executive Director of the Company liable to retire by rotation".

Mr. Atul Kumar Agarwal (DIN-00022779) who was appointed as an Additional Director ofthe Company by the Board of Directors with effect from 23rd August 2017 beand is hereby appointed as an Non Executive Director of the Company liable to retire byrotation.

Mrs. Payal Agarwal ceased to be as director w.e.f 09.07.2016.

Mr. Vinod Kr Jain ceased to be as director w.e.f. 23.08.2017

The details of training and familiarization programme and Annual Board Evaluationprocess for Directors have been part of this report. The policy on Director's appointmentand remuneration including criteria for determining qualifications positive attributesindependence of Director and also remuneration for Key Managerial Personnel and otheremployees also forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3c) of the Companies Act 2013 your Directors report asunder:

a) That in the preparation of the annual financial statements for the year ended March31 2017; the applicable accounting standards have been followed along with properexplanation relating to material departures if any.

b) That such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2017 and of the profit of the Company for the year ended on thatdate;

c) That the directors have taken proper and sufficient care 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) That the Directors have been prepared the annual financial statement on a goingconcern basis.

e) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively.

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.

BOARD EVALUATION

Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

MEETING OF BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 7 (Ten) Board Meetings and 4 (Four) Audit Committee Meetings were convened andheld. The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

During the year April 01 2016 to March 31 2017 the board of directors met 7 times30/05/2016 09/07/2016 13/08/2016 01/09/2016 21/10/2016 12/11/2016 and 13/02/2017.

COMPOSTION OF AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Name Designation
Vinod Kumar Jain Chairman (upto 23.08.2017)
Sunil Kumar Agarwal Member
Santosh Kumar Yadav Member

The company is having a Nomination and Remuneration Committee comprising of thefollowing directors:

Name Designation
Vinod Kumar Jain Chairman (upto 23.08.2017)
Sunil Kumar Agarwal Member
Santosh Kumar yadav Member

SUBSIDIARY COMPANIES IOINT VENTURES & ASSOCIATE COMPANIES

As on 31st March 2017 the Company has Wholly Owned Subsidiary namely:-

• Pankuni Infrastructure Limited. incorporated on 03.03.2017

• Vishikh Real Estate Limted incorporated on 03.03.2017

CONSOLIDATED FINANCIAL STATEMENT

As Consolidated Accounts of its subsidiaries for the year ended 31st March2017 is not applicable as the new Subsidiary company is incorporated on 03.03.2017 asthe time limit of maintaining annual account of subsidiaries is not exceed as percompanies act 2013 .

DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet thecriteria of Independence as laid down under Section 149(6) of the Companies Act 2013 andSEBI (LODR) Regulations 2015.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company.

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS)REGULATIONS. 2015

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2ndSeptember2015of Securities and Exchange Board of India (Listing Obligations And DisclosureRequirements) Regulations 2015 the Paid up equity capital as on the last day of previousfinancial year i.e. on 31st March 2017 was Rs. 65254000 and Net Worth was Rs.46187798.

Therefore in terms of the said circular the compliance with the corporate governanceprovisions as specified in Regulations 17 18 19 20 2122 23 24 25 26 27 andclauses (b) to (i) of subregulation (2) of regulation 46 and para C D and E of ScheduleV shall not apply in our

Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate in securities by the Directors and designated employees of the Company. TheCode requires pre-clearance for dealing in the Company's shares and prohibits the purchaseor sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the

Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with thecode.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

M/S. GOYAL & KEDIA CHARTERED ACCOUNTANTS performs the duties of internalauditors of the company and their report is reviewed by the audit committee from time totime. The Company has adequate system of internal control to safeguard and protect fromloss unauthorized use or disposition of its assets.

All the transactions are properly authorized recorded and reported to the Management.The Company is following all the applicable Accounting Standards for properly maintainingthe books of accounts and reporting financial statements. The internal auditor of thecompany checks and verifies the internal control and monitors them in accordance withpolicy adopted by the company. In each period whether productive or nonproductive theCompany continues to ensure proper and adequate systems and procedures commensurate withits size and nature of its business.

All internal Audit findings and control systems are periodically reviewed by the AuditCommittee of the Board of Director which provides strategic guidance on Internal Control

VIGIL MECHANISM POLICY/WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a vigil mechanism policy.This policy is explained in corporate governance report and also posted on the website ofcompany.

AUDITORS AND THEIR REPORT

M/S MOON AND COMPANY CHARTERED ACCOUNTANT (FRN 0024693N) who have been theStatutory Auditors of the Company retire at the conclusion of this Annual General Meetingand being eligible offer themselves for re- appointment.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S K S MANISH & ASSOCIATES COMPANY SECRETARY IN WHOLE TIME PRACTICE toundertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure C".

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st MARCH. 2017

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as "ANNEXURE D".

KEY MANAGERIAL PERSONNEL (KMP)

During the financial period ended 31.03.2017 following persons are Whole Time KeyManagerial personnel (KMP) of the Company in terms of provisions of Section 203 of theCompanies Act 2013:

1. Shri Sunil Kumar Agarwal

HUMAN RESOURCES

Your Company's Human Resource agenda remained focused on reinforcing the key thrustareas; being the employer of choice on campus building an inclusive culture and a strongtalent pipeline institutionalizing mission critical capabilities in the organizationdriving greater employee engagement and continuing to focus on progressive employeerelation policies.. The management has always carried out systematic appraisal ofperformance and imparted training at periodic intervals. The company has always recognizedtalent and has judiciously followed the principle of rewarding performance.

BUSINESS RISK MANAGEMENT

The main objective of this policy is to ensure sustainable business growth withstability and to promote a proactive approach in reporting evaluating and resolving risksassociated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are:

Regulations competition Business risk Technology obsolescence Investmentsretention of talent and expansion of facilities.

Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk.

As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:

The company has one Executive Director and due to financial constraints being faced bythe company he has forgone remuneration.

Further no sitting fee has been paid to any director during the year.

However as per the provisions of section 136 of the Companies Act 2013 the report andaccounts are being sent to all shareholders of the Company excluding the aforesaidinformation. Any shareholder interested in obtaining a copy of the particulars may writeto the Company's Registered Office.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 toBSE where the Company's Shares are listed.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered bythe employees of the Company. They are grateful to shareholders bankers depositorscustomers and vendors of the company for their continued valued support. The Directorslook forward to a bright future with confidence.

CAUTIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations.

Various factors such as economic conditions changes in government regulations taxregime other statues market forces and other associated and incidental factors mayhowever lead to variation in actual results.

Date: 01.09.2017

for and on behalf of the Board

Place: Delhi

Tridev Infraestaes Limited

Sd- Sd-
Sunil Kumar Agarwal Amit Aggarwal
Managing Director Director
(DIN No. 00033287) (DIN No. 02504414)

ANEXURE "A" TO THE DIRECTORS' REPORT

Information pursuant to the Companies (Accounts) Rules 2014.

i) Conservation of Energy

The operations involve low energy consumption. Wherever possible energy conservationmeasures have been implemented. Efforts to conserve and optimise the use of energy are acontinuous process.

ii) Technology Absorption

1. Specific areas in which R & D carried out are as follows:

a. review of the existing courses and evaluation of feasibility of the new courses tobe launched and estimating the costing thereof.

b. Providing technical support on existing products.

2. Benefits derived as a result of the above R & D

As a result the organisation is being able to implement current courses.

3. Expenditure on R & D : NIL

iii) Foreign Exchange Earnings & Outgo

There were no foreign exchange earnings as well as outgo of the Company during the yearunder report.

Particulars Year Ended March 31st Year Ended March 31st
2017 2016
Earnings : Export Nil Nil
Outgo: Imports Nil Nil

ACKNOWLEDGMENT

Your Directors would like to express their grateful appreciation for assistance andCo-operation received from the financial institutions Government Authorities CustomersVendors and Members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services of executives staffand workers of Company.

Date: 01.09.2017

for and on behalf of the Board

Place: Delhi

Tridev Infraestaes Limited

Sd- Sd-
Sunil Kumar Agarwal Amit Aggarwal
Managing Director Director
(DIN No. 00033287) (DIN No. 02504414)