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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
OPEN 1.95
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VOLUME 1989
52-Week high 1.95
52-Week low 1.00
P/E 65.00
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.95
CLOSE 1.95
VOLUME 1989
52-Week high 1.95
52-Week low 1.00
P/E 65.00
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 togetherwith the Audited Accounts for the financial year ended March 31st 2020.

FINANCIAL RESULTS SUMMARY

PARTICULARS F.Y. 2020-20 F.Y. 2019-20
Sales/ Income from operations 1462821 2206139.00
Total Expenses (1294628) 1439823.00
Profit/ (loss) before exceptional item and tax 168193 766316.00
Less: Exceptional Items 0.00 0.00
Profit/ (loss) before tax for the year 168193 766316.00
Less: Income tax and deferred tax expenses (43730) 199242.00
Profit after tax for the year 124463 567074.00
Balance brought forward from the previous year (18224587.00) (18791661.00)
Add/ (less): profit/ (loss) during the year 124463 567074.00
Balance carried forward (18100124.00) (18224587)

COMPANY'S PERFORMANCE

Even though the provisions of Companies Act 2013 regarding corporate socialresponsibility are not attracted to the company yet the company has been indulged in theenhancement of shareholder value through sound business decisions prudent to financialmanagement 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. NAME DESIGNATION
1. Mr. Sunil Kumar Agarwal Managing Director
2. Mr. Sidharth Sharma1 Independent Director
3. Ms. Khushboo Agarwal Director
4. Mr. Ankit Kumar Agarwal Independent Director
5. Mr. Atul Kumar Agarwal Director
6. Mr. Parveen Kumar Aggarwal2 Additional Director / Chief Financial Officer

1 Mr. Sidharth Sharma has been appointed as Independent Director w.e.f. 13thAugust 2020 in place of Mrs. Ambika Agarwal who resigned on 13th August 2020.

2 Mr. Parveen Kumar Aggarwal has been appointed as Additional Director cum ChiefFinancial officer w.e.f. 13th August 2020 after resignation of Mr. AmitAggarwal who resigned w.e.f. 13th August 2020.

ROTATION OF DIRECTOR

Ms. Khushboo Agarwal (DIN 06438210) is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible offer herself for reappointment.

CHANGE IN KEY MANAGERIAL PERSONAL

During the year following appointments/ resignation took place:-

S.NO. NAME EVENT
1. Mr. Sidharth Sharma Appointed as Independent Director in Board Meeting held on 13th August 2020.
2. Mr. Parveen Kumar Aggarwal Appointed as Additional Director cum CFO in Board Meeting held on 13th August 2020.
3. Mr. Arun Kumar Mr. Arun Kumar has been resigned as Company Secretary cum Compliance Officer with effect from 13th September 2019.
4. Mr. Amit Aggarwal Mr. Amit Aggarwal has been resigned as Director cum CFO with effect from 13th August 2020.
5. Mrs. Ambika Agarwal Mrs. Ambika Agarwal has been resigned as Independent Director of Company with effect from 13th August 2020.

SIJBSIDIARY COMPANIES. IOINT VENTURES & ASSOCIATE COMPANIES

As on 31st March 2020 the Company has no subsidiary Joint-Venture or Associatecompanies. CONSOLIDATED FINANCIAL STATEMENT

As on 31st March 2020 the Company has no subsidiary Joint-Venture or Associatecompanies. Therefore there is no requirement of consolidation Financial Statement.

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.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS 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 orcourt or tribunal which would impact the going concern status and company's operations infuture.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

Business Risk Assessment procedures have been set in place for self-assessment ofbusiness risks operating controls and compliance with Corporate Policies. There is anongoing 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. Duringthe year Five (5) Board Meetings held. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013.

During the year Financial Year from 1st April 2019 to 31stMarch 2020 the board of directors met Five (5) times 27.05.2019 13.08.2019 31.08.201914.11.2019 and 14.02.2020.

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 standardshave been followed.

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 or 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 this Act for safeguardingthe 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 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.

DECLARATION BY INDEPENDENT DIRECTOR

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

INDEPENDENT DIRECTOR MEETING

During F.Y. 2020 one (1) meeting of the Independent Directors was held on 14thFebruary 2020. The Independent Directors inter-alia reviewed the performance ofNon-Independent Directors Board as a whole and Chairman of the Company taking intoaccount 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 andindependent Director to maintain the independence of the Board and separate its functionsof governance and management. As of 31st March 2020 the Board had Six (6)Directors.

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

EXPLANATIONS BY BOARD ON QUALIFICATIONS BY STATUTORY AUDITOR. SECRETARIAL AUDITOR

There are no qualifications in report of Statutory Auditor's however SecretarialAuditor's has given one qualification that as on date Company does not have CompanySecretary. Board has provided explanation that Company Secretary of Company has resignedon dated 13th September; 2019 despite best efforts Company could not getappoint company secretary so for. Board is searching for suitable Company Secretary.

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.

RELATED PARTY TRANSACTIONS

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

RESERVES

The Company has transferred an amount of sum of Rs. 124463/- for the financial yearended on 31st March 2020.

DIVIDENDS

The management believes that the profits earned during the financial year must beretained and redeployed for the operations of the Company. As the Company needs furtherfunds to enhance its business operations upgrade the efficiency and to meet out thedeficiencies in working capital the Directors do not recommend any dividend on EquityShares for the financial year 2019-20.

MATERIAL CHANGES AND COMMITMENTS

There is no material change took place between the end of the financial year of thecompany to which the financial statements relate and the date of the report in the companywhich 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 Act2013 read with the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology 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 withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated 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 obsolescenceInvestments retention 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.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company needs not to comply with the provisions of Section 135 of Companies act2013 as the company does not fall in eligibility ambit of Corporate Social Responsibilityinitiatives.

SHARE CAPITAL

The Authorised Share Capital is ' 80000000.00/- and paid up Equity Share Capital ason 31st March 2020 was ' 65254000.00 @ ' 10/- per share. The Company not issued shareswith differential voting rights nor granted stock options nor sweat equity during the year2019-20.

INDUSTRIAL RELATIONS

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

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

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2ndSeptember 2015 of Securities and Exchange Board of India (Listing Obligations AndDisclosure Requirements) Regulations 2015 the Paid up equity capital as on the last dayof previous financial year i.e. on 31st March 2020 was ' 65254000.00/- andNet Worth was ' 46462339.00/-

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 Schedule Vare not apply to our

Company.

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.

AUDIT COMMITTEE

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

i) Mr. Ankit Kumar Agarwal

ii) Mr. Atul Kumar Agarwal

iii) Mr. Sidharth Sharma

Mr. Sidharth Sharma appointed as member of Audit Committee w.e.f. 13thAugust 2020 in place of Mrs. Ambika Agarwal who resigned on 13th August 2020.

Meetings of the Committee:

The Committee met 4 (Four) times on 27.05.2019 13.08.2019 14.11.2019 and 14.02.2020during the financial year ended March 31 2020.

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

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

Name Of Members Category / Designation

No. of Meetings

Attendance Percentage (%)

Held Atten ded
Mr. Ankit Kumar Agarwal Chairperson 4 4 100
Mr. Atul Kumar Agarwal Member 4 4 100
Mrs. Ambika Agarwal Member 4 4 100
Mr. Sidharth Sharma Member 0 0 0

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

NOMINATION AND REMUNERATION COMMITTEE

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

iv) Mr. Ankit Kumar Agarwal

v) Mr. Atul Kumar Agarwal

vi) Mr. Sidharth Sharma

Mr. Sidharth Sharma appointed as member of Nomination And Remuneration Committee w.e.f.13th August 2020 in place of Mrs. Ambika Agarwal who resigned on 13thAugust 2020.

The Committee met 4 (Four) times on 27.05.2019 13.08.2019 14.11.2019 and 14.02.2020during the financial year ended March 31 2020.

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

Name Of Members Category / Designation

No. of Meetings

Attendance Percentage (%)

Held Attended
Mr. Ankit Kumar Agarwal Chairperson 4 4 100
Mr. Atul Kumar Agarwal Member 4 4 100
Mrs. Ambika Agarwal Member 4 4 100
Mr. Sidharth Sharma Member 0 0 0

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

i) Mr. Ankit Kumar Agarwal

ii) Mr. Atul Kumar Agarwal

iii) Mr. Sidharth Sharma

The Committee met 4 (Four) times on 27.05.2019 13.08.2019 14.11.2019 and 14.02.2020during the financial year ended March 31 2020.

The Composition of the Stakeholder Relationship Committee and Their Attendance at theMeeting

Name Of Members Category / Designation

No. of Meetings

Attendance Percentage (%)

Held Attended
Mr. Ankit Kumar Agarwal Chairperson 4 4 100
Mr. Atul Kumar Agarwal Member 4 4 100
Mrs. Ambika Agarwal Member 4 4 100
Mr. Sidharth Sharma Member 0 0 0

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

BOARD EVALUATION

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

The outcome of the Board evaluation was discussed by the Nomination & RemunerationCommittee and at the Board Meeting held on February 14 2020 and improvement areas werediscussed.

VIGIL MECHANISM / 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 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 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 andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

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

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st March. 2020

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 C". Link:https://tridevinfraestates.in/corporate-announcements/

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 hasappointed M/S RICHA DHAMIJA & COMPANY COMPANY SECRETARY IN WHOLE TIME PRACTICESecretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure C" in the FormMR-3. AUDITOR/AUDITORS REPORTS

M/S MOON AND COMPANY CHARTERED ACCOUNTANT (FRN 0024693N) who have been the StatutoryAuditor of the Company for the F.Y. 2016-2021 for the term of Five (5) Years continues tobe Statutory Auditor of the Company for the F. Y. 2020-21 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 needto ratify the term of auditor in every ensuing Annual General Meeting till thecontinuation of his term. Hence no resolution has been inserted for ratification ofStatutory Auditor. The Independent Auditor Report is annexed herewith in the AnnualReport.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section143 of the Act read with relevant Rules framed thereunder either to the Company or to theCentral 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 ofthis report. However as per the provisions of section 136 of the Companies Act 2013 thereport and accounts are being sent to all shareholders of the Company excluding theaforesaid information. Any shareholder interested in obtaining a copy of the particularsmay 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 InternalComplaints Committee under the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013 and also SEBI (Listing Obligations and DisclosureRequirements) 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 2020-21 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 contain certain statements relating tothe future and therefore are forward looking within the meaning of applicable securitieslaws and regulations various factors such as economic conditions changes in governmentregulations tax regime other statues market forces and other associated and incidentalfactors may however lead to variation in actual results.

For and on behalf of the Board Tridev Infraestates Limited

(Formerly Ashutosh Paper Mills Limited)

Place: Delhi Sunil Kumar Agarwal Atul Kumar Agarwal
Dated: 03.09.2020 (DIN:00033287) (DIN:00022779)
(Managing Director) (Director)

.