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Tridev InfraEstates Ltd.

BSE: 531568 Sector: Financials
NSE: N.A. ISIN Code: INE723K01018
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NSE 05:30 | 01 Jan Tridev InfraEstates Ltd
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P/E 75.00
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Buy Price 0.72
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OPEN 0.75
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VOLUME 500
52-Week high 0.75
52-Week low 0.44
P/E 75.00
Mkt Cap.(Rs cr) 0
Buy Price 0.72
Buy Qty 50.00
Sell Price 0.50
Sell Qty 2699.00

Tridev InfraEstates Ltd. (TRIDEVINFRA) - Director Report

Company director report

To

The Members

Tridev Infraestates Limited

Your Directors have pleasure in presenting the Annual Report of the Company together with the Audited Accounts for the financial year ended March 31st 2019.

FINANCIAL RESULTS SUMMARY
(Amount in `` `)
PARTICULARSF.Y. 2018-19F.Y. 2017-18
Sales/ Income from operations2206139.00101356639.00
Total Expenses1439823.00100986887.00
Profit/ (loss) before exceptional item and tax766316.00369752.00
Less: Exceptional Items0.000.00
Profit/ (loss) before tax for the year766316.00369752.00
Less: Income tax and deferred tax expenses199242.0095211.00
Profit after tax for the year567074.00274541.00
Balance brought forward from the previous year(18791661.00)(19066202.00)
Add/ (less): profit/ (loss) during the year567074.00274541.00
Balance carried forward(18224586.81)(18791661.00)

COMPANY'S PERFORMANCE

Even though the provisions of Companies Act 2013 regarding corporate social responsibility are not attracted to the company yet the company has been indulged in the enhancement of shareholder value through sound business decisions prudent to financial management and high standard of ethics throughout the organization.

CHANGE IN NATURE OF BUSINESS

During the year there was no change in nature of business of the company.

DIRECTORS

Composition of Board of Directors:-

S.NO.NAMEDESIGNATION
1.Mr. Sunil Kumar AgarwalManaging Director
2.Mr. Amit AggarwalDirector / Chief Financial Officer
3.Ms. Khushboo AgarwalDirector
4.Mr. Ankit Kumar AgarwalIndependent Director1
5.Mr. Atul Kumar AgarwalDirector
6.Mrs. Ambika AgarwalIndependent Director2

1 Mr. Ankit Kumar Agrwal has been appointed as Independent Director w.e.f. 28th September2018.

2 Mrs. Ambika Agarwal has been appointed as Independent Director w.e.f. 28th September 2018.

ROTATION OF DIRECTOR

Mr. Atul Kumar Agarwal (DIN 00022779) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for reappointment.

CHANGE IN MANAGEMENT

During the year following appointments/ resignation took place:-

S.NO.NAMEEVENT
Appointed as Additional Director in Board Meeting held on 13th
1.Mrs. Ambika AgarwalAugust 2018 and regularized as Independent Director w.e.f. 28th September 2018.
Appointed as Additional Director in Board Meeting held on 5th
2.Mr. Ankit Kumar AgarwalDecember 2017 regularized as Independent Director w.e.f. 28th September 2018.
Mr. Arun Kumar has been appointed as Company
3.Mr. Arun KumarSecretary cum Compliance Officer with effect from 30th September 2018.

SUBSIDIARY COMPANIES JOINT VENTURES & ASSOCIATE COMPANIES

As on 31st March 2019 the Company has no subsidiary Joint-Venture or Associate companies.

CONSOLIDATED FINANCIAL STATEMENT

As on 31st March 2019 the Company has no subsidiary Joint-Venture or Associate companies. Therefore there is no requirement of consolidation Financial Statement.

DEPOSITS

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year there was no significant and material order passed by any regulators or court or tribunal which would impact the going concern status and company's operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

The Internal Audit monitors and evaluates the efficiency and adequacy of internal control systems in the company. It's compliances with operating systems accounting procedure and policies at all locations of the Company.

M/s ANVC & Co. Chartered Accountants (FRN No: 028429N) acts as an Internal Auditor of the Company.

Business Risk Assessment procedures have been set in place for self-assessment of business risks operating controls and compliance with Corporate Policies. There is an ongoing process to track the evolution of risks and delivery of mitigating action plans.

MEETING OF BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year six (6) Board Meetings held. The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013.

During the year Financial Year from 1st April 2018 to 31st March 2019 the board of directors met Six (6) times 28.05.2018 13.08.2018 01.09.2019 30.09.2018 13.11.2018 and 12.02.2019.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 your Directors report as under:

a) That in the preparation of the annual accounts the applicable accounting standards have been followed.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on a going concern basis.

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

f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR

The Company Board has two (2) Independent Directors i.e. Mr. Ankit Kumar Agarwal and Mrs. Ambika Agarwal. The company has received necessary declaration from both Directors under section 149 of the Companies Act 2013 that they meet the criteria of independent laid down in section 149 of the Companies Act 2013 and SEBI (LODR) Regulations 2015.

INDEPENDENT DIRECTOR MEETING

During F.Y. 2019 one (1) meeting of the Independent Directors was held on 12th February 2019. The Independent Directors inter-alia reviewed the performance of Non-Independent Directors Board as a whole and Chairman of the Company taking into account the views of executive directors and non-executive directors.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive non-executive and independent Director to maintain the independence of the Board and separate its functions of governance and management. As of 31st March 2019 the Board had Six (6) Directors.

The Policy of the company on directors' appointment and remuneration including the criteria for determining qualifications positive attributes independence of a director and other matters as required under sub-section (3) of section 178 of Companies Act 2013 is in place and maintained by company as per law.

EXPLANATIONS BY BOARD ON QUALIFICATIONS BY STATUTORY AUDITOR SECRETARIAL AUDITOR

There are no remarks by statutory Auditors and Secretarial Auditors in their reports.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

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

RELATED PARTY TRANSACTIONS

There are materially significant related party transactions made by the Company with the Promoters Key Management Personnel or other designated persons which may have potential conflict with interest of the Company at large. The AOC-2 as per the Companies Act 2013 has been attached herewith under Annexure A.

RESERVES

The Company has transferred an amount of sum of Rs. 567074/- for the financial year ended on 31st March 2019.

DIVIDENDS

The management believes that the profits earned during the financial year must be retained and redeployed for the operations of the Company. As the Company needs further funds to enhance its business operations upgrade the efficiency and to meet out the deficiencies in working capital the Directors do not recommend any dividend on Equity Shares for the financial year 2018-19.

MATERIAL CHANGES AND COMMITMENTS

There is no material change took place between the end of the financial year of the company to which the financial statements relate and the date of the report in the company which may affect the financial position of the company.

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 Act 2013 read with the Companies (Accounts) Rules 2014 relating to Conservation of Energy Technology absorption and Foreign Exchange earnings and outgo is annexed in Annexure B herewith and forming part of this report.

BUSINESS RISK MANAGEMENT

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting evaluating and resolving risks associated with the business. In order to achieve the key objective the policy establishes a structured and disciplined approach to Risk Management in order to guide decisions on risk related issues.

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

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

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

As a matter of policy these risks are assessed and steps as appropriate are taken to mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company needs not to comply with the provisions of Section 135 of Companies act 2013 as the company does not fall in eligibility ambit of Corporate Social Responsibility initiatives.

SHARE CAPITAL

The Authorised Share Capital is ` 80000000.00/- and paid up Equity Share Capital as on 31st March 2019 was ` 65254000.00 @ ` 10/- per share. The Company not issued shares with differential voting rights nor granted stock options nor sweat equity during the year 2018-19.

INDUSTRIAL RELATIONS

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

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

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September 2015 of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations 2015 the Paid up equity capital as on the last day of previous financial year i.e. on 31st March 2019 was ` 65254000.00/- and Net Worth was ` 46462339.00/-

Therefore in terms of the said circular the compliance with the corporate governance provisions as specified in Regulations 17 18 19 20 2122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C D and E of Schedule V are not apply to our Company.

CODE OF CONDUCT

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

AUDIT COMMITTEE

The Audit Committee of the Company duly constituted by the following members:-

i) Mr. Sunil Kumar Agarwal*

ii) Mr. Atul Kumar Agarwal

iii) Mr. Ankit Kumar Agarwal

iv) Mrs. Ambika Agarwal*

* Mrs. Ambika Agarwal appointed as a member by replacing Mr. Sunil Kumar Agarwal w.e.f 13.08.2018.

Meetings of the Committee:

The Committee met 4 (Four) times on 28.05.2018 13.08.2018 13.11.2018 and 12.02.2019 during the financial year ended March 31 2019.

The Minutes of the Meetings of the Audit Committee are discussed and taken note by the board of directors. The Statutory Auditor Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting as and when required.

The Composition of the Audit Committee and Their Attendance at the Meeting:

No. of Meetings

Attendance
Name Of MembersCategory / DesignationHeldAttendedPercentage (%)
Mr. Ankit Kumar AgarwalChairperson44100
Mr. Sunil Kumar Agarwal*Member11100
Mr. Atul Kumar AgarwalMember44100
Mrs. Ambika Agarwal*Member33100

* Mrs. Ambika Agarwal appointed as a member by replacing Mr. Sunil Kumar Agarwal w.e.f 13.08.2018.

No sitting fees have been paid to any director during the year. The remuneration paid to all Key Managerial Personnel was in accordance with remuneration policy adopted by the company. All members have attended the meeting in person.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company duly constituted by the following members:-

i)Mr. Sunil Kumar Agarwal*
ii)Mr. Atul Kumar Agarwal
iii)Mr. Ankit Kumar Agarwal
iv)Mrs. Ambika Agarwal*

* Mrs. Ambika Agarwal appointed as a member by replacing Mr. Sunil Kumar Agarwal w.e.f 13.08.2018.

The Committee met 4 (Four) times on 28.05.2018 13.08.2018 13.11.2018 and 12.02.2019 during the financial year ended March 31 2019.

The Composition of the Nomination and Remuneration Committee and Their Attendance at the Meeting:

No. of Meetings

Attendance
Name Of MembersCategory / DesignationHeldAttendedPercentage (%)
Mr. Ankit Kumar AgarwalChairperson44100
Mr. Sunil Kumar Agarwal*Member11100
Mr. Atul Kumar AgarwalMember44100
Mrs. Ambika Agarwal *Member33100

* Mrs. Ambika Agarwal appointed as a member by replacing Mr. Sunil Kumar Agarwal w.e.f 13.08.2018.

No sitting fees have been paid to any director during the year. The remuneration paid to all Key Managerial Personnel was in accordance with remuneration policy adopted by the company. All members have attended the meeting in person.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company duly constituted by the following members:-

i) Mr. Sunil Kumar Agarwal*

ii) Mr. Atul Kumar Agarwal

iii) Mr. Ankit Kumar Agarwal

iv) Mrs. Ambika Agarwal*

* Mrs. Ambika Agarwal appointed as a member by replacing Mr. Sunil Kumar Agarwal w.e.f 13.08.2018.

The Committee met 4 (Four) times on 28.05.2018 13.08.2018 13.11.2018 and 12.02.2019 during the financial year ended March 31 2019.

The Composition of the Stakeholder Relationship Committee and Their Attendance at the Meeting:

No. of Meetings

Attendance
Name Of Members Category / DesignationHeldAttendedPercentage (%)
Mr. Ankit Kumar
Chairperson44100
Agarwal
Mr. Atul Kumar
Member44100
Agarwal
Mr. Sunil Kumar
Member11100
Agarwal*s
Mrs. Ambika Agarwal *Member33100

No sitting fees have been paid to any director during the year. The remuneration paid to all Key Managerial Personnel was in accordance with remuneration policy adopted by the company. All members have attended the meeting in person.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carried out an annual evaluation of its own performance its Committees as well as the Directors individually.

The outcome of the Board evaluation was discussed by the Nomination & Remuneration Committee and at the Board Meeting held on February 12 2019 and improvement areas were discussed.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism honesty integrity and ethical behavior the company has adopted a vigil mechanism policy.

PREVENTION OF INSIDER TRADING

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

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

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST March 2019

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of annual return in MGT 9 as a part of this Annual Report as Annexure C. Link: http://tridevinfraestates.in/

SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed M/S RICHA DHAMIJA & COMPANY COMPANY SECRETARY IN WHOLE TIME PRACTICE to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as Annexure D in the Form MR-3.

AUDITOR/AUDITORS REPORTS

M/S MOON AND COMPANY CHARTERED ACCOUNTANT (FRN 0024693N) who have been the Statutory Auditor of the Company for the F.Y. 2016-2021 for the term of Five (5) Years continues to be Statutory Auditor of the Company for the F. Y. 2018-19 also.

As per the MCA Notification Dated 7th May 2018 read with The Companies (Amendment) Act 2017 also read with section 139 of Companies Act 2013 there is no need to ratify the term of auditor in every ensuing Annual General Meeting till the continuation of his term. Hence no resolution has been inserted for ratification of Statutory Auditor. The Independent Auditor Report is annexed herewith in the Annual Report.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act read with relevant Rules framed thereunder either to the Company or to the Central Government.

PARTICULARS OF EMPLOYEES

Information as per Section 134 of the Companies Act 2013 read with Companies (Particulars of Employees) Rules 1975 are given in the statement which from a part of this report. However as per the provisions of section 136 of the Companies Act 2013 the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Company's Registered Office.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 and also SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as follows:

a. number of complaints filed during the financial year : Nil

b. number of complaints disposed of during the financial year : Nil

c. number of complaints pending as on end of the financial year : Nil

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 to BSE where the Company's Shares are listed.

ACKNOWLEDGEMENT

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

CAUTIONARY STATEMENT

The statements contained in the Board's Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities laws and regulations various factors such as economic conditions changes in government regulations tax regime other statues market forces and other associated and incidental factors may however lead to variation in actual results.

For and on behalf of the Board
Tridev Infraestates Limited
(Formerly Ashutosh Paper Mills Limited)
Place: DelhiSunil Kumar AgarwalAnkit Kumar Agarwal
Dated: 31.08.2019(DIN: 00033287)(DIN: 07962230)
(Managing Director)(Director)

   

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