TRIJAL INDUSTRIES LIMITED.
Your Directors have great pleasure in presenting 27thAnnual Reporttogether with the Audited statement of Accounts for the year ended 31stMarch 2019.
1. FINANCIAL HIGHLIGHTS:
|SOURCES ||31/03/2019 ||31/3/2018 |
| || ||Rs.(In Lacs) |
|1)Gross Income ||11.25 ||5.15 |
|2)Gross Operating Profit/(Loss) ||1.45 ||(2.42) |
|3)Depreciation & Amortization ||0.64 ||0.14 |
|4) Profit/(Loss) Before Tax ||0.81 ||(2.56) |
|5) Provision for Taxation / Deferred Tax ||0 ||0 |
|6) Profit/(Loss) After Tax ||0.81 ||(2.56) |
|7) Exceptional Items (Revaluation of Shares/depreciation). ||(1.45) ||(1.17) |
|8) Taxation / Deferred Tax ||(0.58) ||0.36 |
|9) Profit / (Loss) after Exceptional & Extraordinary Items ||(1.22) ||(3.37) |
|9) Net Profit/(Loss) Carried To Balance Sheet ||(1.22) ||(3.37) |
2. RESULTS OF OPERATIONS:
During the Year under review the Company has made an operating profit of Rs.0.81 Lacsagainst a Loss of Rs.2.56 Lacs in previous year. However the company has made a Loss ofRs.1.22 Lacs as against Loss in previous year of Rs. 3.37 Lacs after exception items. TheLoss is due to no trading business could be done due to depression in the market and nodemand for software's which has become obsolete due to new software's available in themarket. The company has recalculated its Investments in listed company shares as per thenew Ind As applicable in India. As a result Rs. 1.45 lacs is reduced from the cost ofInvestment as per current market rates on stock exchange which were adjusted troughreserve and surplus account. The Board of Directors has taken above decision to bring downthe Investments / Assets of the Company to its' fair market value and present the affairsof 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 2018-19 the Company has not transferred any amount toreserves.
The Company has no subsidiaries.
6. NUMBER OF BOARD MEETINGS:
Six (6) 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:
i. in the preparation of the annual accounts the applicable accounting standard hadbeen followed along with proper explanation relating to material departures
ii. the Directors have 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 or Loss of the Company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the Annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating
9. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated i n 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 2019 asper schedule IV of the Companies Act 2013.
At the 27th AGM held on September 28th 2018 Members appointed M/sMukesh & associates Chartered Accountants Mumbai (Firm Registration No. 106599W)as Statutory Auditors of the Company for a period of five years from the conclusion ofthe 27th AGM till the conclusion of the 32nd AGM subject toratification of their appointment by Members at every AGM. Pursuant to the provisions ofSection 40 of the Companies Amendment Act 2017 which was notified on May 7 2018Members are not required to ratify appointment of Statutory Auditors at every AGM.Pursuant to the provisions of Sections 139(1) and 141 of the Act the Company has receivedCertificate from Messrs A. M/s Mukesh & associates Chartered Accountants Mumbai(Firm Registration No. 106599W) certifying that if they are appointed as Auditorstheir appointment would be as per the conditions prescribed by the said Sections.
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 2018-2019. The Secretarial auditreport for the financial year ended 31st March 2019 is annexed to this Reportin Annexure "B"..
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 2018-19. 4. The company's website is normally updated may be with some delayoccasionally.
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 the Company for utilizing alternate sources of energy: N.A.
iii. The capital investment on energy conservation equipment: N.A.
(B) Technology absorption:
i. The efforts made towards technology absorption: N.A
ii. The benefits derived like product improvement cost reduction product developmentor import substitution: N.A
iii. In case of imported technology(imported during the last three years reckoned fromthe beginning of the financial year)-
a) The details of technology imported : N.A
b) The year of import :N.A
c) Whether the technology been fully absorbed. N.A.
iv. If not fully absorbed areas where absorption has not taken place and the reasonsthereof; and: N.A.
v. The expenditure incurred on Research and 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 2019 the Company's Paid up Capital is of Rs. 50161000/- (RupeesFive Crore One Lakh Sixty Thousand only) and Net worth is of Rs. 6673370/- (Rupees SixtySix Lacs Seventy Three Thousand Three Hundred Seventy only). Hence compliance withCorporate 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 Mrs. Ketki K Mehta (DIN:) Director of the Company is retiring byrotation & being eligible offers has offered herself for reappointment.
The Board appointed Mrs. Aarti S. Beheray (DIN 02577085) and Mr. Vibhuti A. Dongare(DIN 03544267) as Additional Directors (Non-Executive Independent) on the Board of theCompany w.e.f. 26th February 2019 and Mrs. Ketki Mehta (DIN 07140255) as the AdditionalDirector (Non-Executive) on the Board of the Company w.e.f. February 26th 2019. They holdoffice up to the date of forthcoming Annual General Meeting (AGM). The Board recommendsappointment of Mrs. Aarti S. Beheray (DIN 02577085) and Mr. Vibhuti A. Dongare (DIN03544267) as Independent Directors for a term of five (5) consecutive years eacheffective from February 26 2019 The Company has received the declarations from Mrs.Aarti S. Beheray (DIN 02577085) and Mr. Vibhuti A. Dongare (DIN 03544267) confirming thatthey meet the criteria of independence as prescribed under Section 149(6) of the Act.
Mr. Visswas B. Paanse appointed as a Company Secretary cum Compliance officer w.e.f.26th February 2019.
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 2014AOC-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.
27. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at the workplace in line with the provisions of the Sexual Harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there underfor prevention and redressal of complaints of sexual harassment at workplace.
During the year and under review the Company has not received any complaints on sexualharassment.
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 2019