TRIJAL INDUSTRIES LIMITED.
Your Directors have great pleasure in presenting 27thAnnual Reporttogether with the Audited statement of Accounts for the year ended 31stMarch 2018.
1. FINANCIAL HIGHLIGHTS:
|SOURCES ||31/3/2018 ||31/3/2017 |
| ||Rs.(In Lacs) ||Rs.(In Lacs) |
|1)Gross Income ||5.15 ||7.51 |
|2)Gross Operating Profit/(Loss) ||(2.42) ||0.91 |
|3)Depreciation & Amortization ||0.14 ||0.57 |
|4) Profit/(Loss) Before Tax ||(2.56) ||(1.48) |
|5) Provision for Taxation ||0 ||0 |
|6) Profit/(Loss) After Tax ||(2.56) ||(1.48) |
|7) Exceptional Items (Bad Debts Written Off) ||0 ||0 |
|8) Extraordinary Items During the Year (Loss Due to ||(1.17) ||0 |
|Depreciation as per IndAs. || || |
|9) Profit / (Loss) after Exceptional & Extraordinary ||(3.73) ||(1.47) |
|Items || || |
|7) Less: Pr. Yr. Income tax W/off ||0 ||0 |
|8) Add/(Less): Transfd. To/from Deferred Tax ||0.37 ||0.12 |
|Liability || || |
|9) Net Profit/(Loss) Carried To Balance Sheet ||(3.37) ||(1.35) |
|10) Add: Balance Brought Down ||(431.51) ||(457.06) |
|11) Add: Prev. Yr/ other. Adjustments ||0 ||26.90 |
|TOTAL ||(434.88) ||(431.51) |
2. RESULTS OF OPERATIONS:
During the Year under review the company registered an Operating Loss of Rs.2.46 Lacsas against Loss in previous year of Rs. 1.48 Lacs. The Loss is due to no trading businesscould be done due to depression in the market and no demand for software's which hasbecome obsolete due to new software's available in the market. The company hasrecalculated its depreciation on the basis of remaining life of the assets as per the newIndAs applicable in India. As a result additional Depreciation of Rs1.17 lacs is providedwhich were adjusted trough reserve and surplus account. The Board of Directors has takenabove decision to bring down the Assets of the Company to its' fair market value andpresent the affairs of the company at its real value.
During the period your Directors do not recommend any dividend for the year.
4. TRANSFER TO RESERVES:
During the financial year 2017-18 the Company has not transferred any amount toreserves.
The Company has no subsidiaries.
6. NUMBER OF BOARD MEETINGS:
Four(4) meetings of the Board were held during the year. For details of the meetings ofthe Board please refer to the corporate governance report which forms part of thisreport.
7. AUDIT COMMITTEE:
The Board has constituted the Audit Committee in terms of the requirements of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
8 DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of CompaniesAct2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that: ..explanation relating to material departures.in the preparation of the annual accountsthe applicable accounting standard had been followed along with proper judgments iithe end of the financial year and of the Profit or Loss of the Company for that period.the estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at Directors have selected such accounting policies andapplied them consistently and made and iii. detecting fraud and other irregularities.accordance The Directors with have the taken provision proper of this and Act sufficientfor safeguarding care for the the maintenance assets of the of Company adequate andaccounting for preventing records and in iv. The Directors have prepared the Annualaccounts on a going concern basis. v. financial controls are adequate and were operatingeffectively. The directors had laid down internal financial controls to be followed by thecompany and that such internal vi. such systems were adequate and operating The directorshad devised proper systems to ensure compliance with the provisions of all applicable lawsand that
9. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules
10. INDEPENDENT DIRECTORS MEETING
The meeting of the Independent Directors was held on 14th February 2018 as perschedule IV of the Companies Act 2013.
M/s. S.C. Kabra & Co Chartered Accountants Mumbai (Firm Registration No.000337C)due to due to their ineligibility due to non renewal of PEER REVIEW Certificatefor the year 2018 -19 consequent to which they are unable to continue as a StatutoryAuditors of the Company resigned with effect from 14th August 2018. Board ofDirectors at their meeting held on 14th August 2018 appointed M/s. Mukesh& Associates Chartered Accountants Mumbai (Firm Registration No. 106599W) asStatutory Auditors of the Company in place of causal vacancy caused due to resignation ofM/s. S.C. Kabra & Co Chartered Accountants Mumbai (Firm Registration No. 000337C)from 14th August 2018 to the conclusion of this 27th Annual GeneralMeeting subject to the approval of shareholders.
M/s. Mukesh & Associates Chartered Accountants Mumbai (Firm Registration No.106599W) are eligible for appointment and have confirmed that their appointment ifapproved will be in compliance with section 141 of the Companies Act 2013.
Your Board recommends the appointment of M/s. Mukesh & Associates CharteredAccountants Mumbai (Firm Registration No. 106599W) as Statutory Auditors for a termof 5 years from the conclusion of 27th Annual General Meeting until theconclusion of the 32nd Annual General Meeting of the company to be held in thecalendar year 2023.
12. COMMENTS ON AUDITORS REPORT:
Note on Financial statement referred to in the auditor's report is self explanatory anddo not call for any further comments. The auditor's report does not contain anyqualifications reservation or adverse remark.
13. SECRETARIAL AUDITOR & REPORT
The Board of Directors of the Company has appointed Practicing Company Secretary; toconduct the Secretarial Audit for the financial year 2017-2018. The Secretarial auditreport for the financial year ended 31st March 2018 is annexed to this Reportin
Observations and comment in Secretarial audit and management explanation to the saidcomments are as under: 1. Company has given Advertisements in the past a number of timesbut as the company is having a very small business no company secretary is willing tojoin as they do not find the job attractive from future perspectives However one of thedirectors of the company is a qualified company secretary and is capable to carry allrequired duties of company secretary. The company is in the process of appointing a fulltime company secretary 2. Presently the Company is running in Loss further the company ispublishing the results on its website and BSE website so its been duly published forpublic. 3. The company is having very small business so the internal auditor was notappointed however one of the directors of the company is a Chartered Accountant who isdoing necessary checks on accounts however the company will appoint an internal auditorfor the year 2017-18. 4. The company's website is normally updated may be with some delayoccasionally. 5. The Company is in the process of removing the said disqualified directorand appoint a new director and one woman director with in short period.
14. PUBLIC DEPOSITS:
During the period under review the Company has neither accepted nor invited any Publicdeposits and hence the provisions of Section 76 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 are not attracted and the informationrelating thereto is nil.
15. PARTICULARS OF EMPLOYEES:
None of the employees of the Company were in receipt of remuneration in excess oflimits pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial personnel) Rules 2014.
16. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORTOF BOARD OF DIRECTORS) RULES 1988.
(A) Conservation of energy:-
i. The steps taken or impact on conservation of energy: N.A. ii. The steps taken by theCompany for utilizing alternate sources of energy: N.A. iii. The capital investment onenergy conversation equipments: N.A.
(B) Technology absorption:
i. The efforts made towards technology absorption: N.A ii. The benefits derived likeproduct improvement cost reduction product development or import substitution: N.A iii.In case of imported technology(imported during the last three years reckoned from thebeginning of the financial year)-
a) The details of technology imported : N.A b) The year of import :N.A c) Whether thetechnology been fully absorbed. N.A. iv. If not fully absorbed areas where absorption hasnot taken place and the reasons thereof; and: N.A. v. The expenditure incurred on Researchand Development. N.A.
17. CORPORATE GOVERNANCE:
The company falls under the criteria 15(2) (a) of the Listing Obligations &Disclosure requirements (LODR) Regulations 2015 as the Paid up capital of the company wasbelow Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of theprevious financial year. As on 31st March 2018 the Company's Paid up Capital is of Rs.50161000/- (Rupees Five Crore One Lakh Sixty Thousand only) and Net worth is of Rs.6673370/- (Rupees Sixty Six Lacs Seventy Three Thousand Three Hundred Seventy only).Hence compliance with Corporate Governance provisions as per Listing Obligations &Disclosure requirements (LODR) Regulations 2015 are not applicable to company.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year Mr. Kamlesh Mehta (DIN: 01675694) Director of the Company is retiringby rotation & being eligible offers has offered himself for re-appointment.
19. 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 also discussed at the meetings of the Audit Committee and theBoard of Directors of the Company.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. Significant audit observations and followup actions thereon are reported to the Audit Committee.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There were no transactions entered into with related parties as defined under CompaniesAct 2013 during the year were in the ordinary course of business and on an arm's lengthbasis and did not attract provisions of Section 188 of Companies Act 2013 relating toapproval of shareholders. There have been no material related party transactionsundertaken by the Company under Section 188 of the Companies Act 2013 and hence nodetails have been enclosed pursuant to clause (h) of subsection (3) of Section 134 ofCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 AOC-2'.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The particulars of loans guarantees and investments have been disclosed in thefinancial Statement.
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
23. POLICY ON DIRECTORS APPOINTMENT REMUNERATION & BOARDS PERFORMANCE:
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors. The Directors were satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the Company.
24. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is Annexure"C" to this report.
Your Directors would like to express their appreciation for assistance and co-operationreceived from the financial institutions banks 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 by the executivesstaff and workers of the Company.
For And On Behalf Of the Board
Trijal Industries Limited
DATE: 14th August 2017