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Trimurthi Ltd.

BSE: 536565 Sector: Financials
NSE: N.A. ISIN Code: INE314I01036
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OPEN 10.19
CLOSE 10.19
VOLUME 150
52-Week high 10.27
52-Week low 5.38
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Trimurthi Ltd. (TRIMURTHI) - Director Report

Company director report

To

The Members of Trimurthi Limited

We have pleasure in presenting the 28th Directors' Report on the business andoperations of the Company together with the audited Financial Statements (both standaloneand consolidated) for the year ended 31st March 2022.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

(Rs. in Lakhs)
PARTICULARS STANDALONE CONSOLIDATED
2021-22 2020-21 2021-22 2020-21
Revenue from Operations 84.32 98.84 860.85 924.15
Other Income (Including Exceptional Items) 55.17 32.40 55.41 34.41
Total Expenses 296.07 458.32 916.26 958.56
Profit Before Tax (156.58) (327.09) 1128.41 1331.23
Less: Provision for Taxation (0.55) (0.22) (0.78) 1.38
Profit / (Loss) After Tax (156.03) (326.87) (202.71) (376.37)
Other Comprehensive Income - 0.11 - 0.11
Total Comprehensive Income (156.03) (326.76) (202.71) (376.26)
Earning per Equity Share
Basic (in Rs.) (1.93) (4.04) (2.22) (4.62)
Diluted (in Rs.) (1.93) (4.04) (2.22) (4.62)

REVIEW OF OPERATIONS:

Standalone:

During the Year under the review the Company has recorded an Income of Rs. 296.07Lakhs and Loss of Rs. 156.03 Lakhs as against the Income of Rs. 131.24 Lakhs and incurredloss of Rs. 326.87 Lakhs in the previous financial year ending 31.03.2021.

Consolidated:

During the Year under the review the Company has recorded an Income of Rs. 916.26Lakhs and incurred loss of Rs. 202.71 Lakhs as against the Income of Rs. 958.56 Lakhs andLoss of Rs. 376.37 Lakhs in the previous financial year ending 31.03.2021.

BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:

The information on Company's affairs and related aspects is provided under ManagementDiscussion and Analysis report which has been prepared inter-alia in compliance withRegulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations 2015and forms part of this Report.

2. CHANGE IN THE NATURE OF THE BUSINESS IF ANY:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

3. RESERVES:

The Closing balance of reserves including retained earnings of the Company as atMarch 31st 2022 is Rs. 724.30 Lakhs.

4. DIVIDEND:

Your Directors have decided not to recommend dividend for the year 2021-22.

5. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

There are no major material changes and commitments affecting the financial position ofthe Company after the end of the financial year and up to date of this report (i.e.27.07.2022)

6. BOARD MEETINGS:

The Board of Directors duly met Six (06) times during the financial year from 1st April2021 to 31st March 2022. The dates on which the meetings were held are 21.06.202112.08.2021 02.09.202112.11.2021 27.01.2022 and 12.02.2022.

7. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/CFO AND KEY MANANGERIAL PERSONNEL:

Ms. Sarapu Sowjanya has resigned from the Company from the designation of IndependentDirector on 12.02.2022 due to her commitments and personal preoccupations and there is noother material reason other than the said for her resignation from the Board of theCompany.

The Board places on record its sincere appreciation for the services rendered by Ms.Sarapu Sowjanya during her association with the Company.

Ms. Monam Kapoor was appointed as additional Director in Independent category w.e.f.07.06.2022.

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Companyto the effect that they are meeting the criteria of independence as provided inSub-Section (6) of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Independent Directors have also confirmed that they have complied with theCompany's Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations the Independent Directorshave confirmed that they are not aware of any circumstance or situation which exists ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgment and without any external influence.

During the year Independent Directors of the Company had no pecuniary relationship ortransactions with the Company other than sitting fees commission and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board of Directorsand Committee(s).

10. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company's operations and businesses.Interaction with the Business heads and key executives of the Company is also facilitated.Detailed presentations on important policies of the Company is also made to the directors.Direct meetings with the Chairman are further facilitated to familiarize the incumbentDirector about the Company/its businesses and the group practices.

11. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and reg.

19 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

2.3 "Independent Director" means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (Listingobligations and Disclosure Requirements) Regulations 2015.

3. Policy:

3.1. Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:

• General understanding of the company's business dynamics global business andsocial perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics integrity and values;

Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements: • shallpossess a Director Identification Number; • shall not be disqualified under theCompanies Act 2013;

• shall Endeavour to attend all Board Meeting and wherever he is appointed as aCommittee Member the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;

• shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

• Such other requirements as may be prescribed from time to time under theCompanies Act 2013 SEBI (Listing obligations and Disclosure Requirements) Regulations2015and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the company's business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually.

The Board shall re-assess determinations of independence when any new interest orrelationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid downin Companies Act 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and DisclosureRequirements) Regulations 2015.

3.2.3 The Independent Director shall abide by the "Code for Independent Directors"as specified in Schedule IV to the companies Act 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir directorships in other listed public limited companies in such a way that it doesnot interfere with their role as Director of the company. The NR Committee shall take intoaccount the nature of and the time involved in a Director Service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.

A Director shall not serve as director in more than 20 companies of which not morethan10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman ofmore than5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the Companies Act 2013 shall beexcluded.

Remuneration policy for Directors key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings: 2.1"Director" means a Director appointed to the Board of the company. 2.2 "keymanagerial personnel" means (i) The Chief Executive Office or the managing directoror the manager; (ii) The company secretary; (iii) The whole-time director; (iv) The chieffinance Officer; and (v) Such other office as may be prescribed under the companies Act2013

2.3 "Nomination and Remuneration Committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act2013 andreg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors) (iv) Retrial benefits (v)Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.

3.2 Remuneration to Non-Executive Directors

3.2.1 The Board on the recommendation of the Nomination and Remuneration Committeeshall review and approve the remuneration payable to the Non-Executive Directors of theCompany within the overall limits approved by the shareholders as per provisions of theCompanies act.

3.2.2 Non-Executive Directors shall be entitled to sitting fees attending the meetingsof the Board and the Committees thereof. The Non-Executive Directors shall also beentitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

12. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act 2013and on the basis of explanation given by the executives of the Company and subject todisclosures in the Annual Accounts of the Company from time to time we state as under:

1. That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit or loss of the Company for that period;

3. 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;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

6. That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

13. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act Investor Education and ProtectionFund Authority (Accounting Audit Transfer and Refund) Rules 2016 ("IEPFRules") read with the relevant circulars and amendments thereto the amount ofdividend remaining unpaid or unclaimed for a period of seven years from the due date isrequired to be transferred to the Investor Education and Protection Fund("IEPF") constituted by the Central Government.

During the Year no amount of dividend was unpaid or unclaimed for a period of sevenyears and therefore no amount is required to be transferred to Investor Education andProvident Fund under the Section 125(1) and Section 125(2) of the Act.

14. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL

POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES

During the year the board of directors has reviewed the affairs of the subsidiaries. Inaccordance with the section 129(3) of the Companies Act 2013 we have preparedconsolidated financial statements of the Company which forms part of this annual report.Further a statement containing salient features of the financial statements of oursubsidiary (Trimurthi Pharmaceuticals (India) Private Limited) in the prescribed formatAOC-1 is appended as ANNEXURE-1 to the boards report. The statement also provides thedetails of performance and financial positions of the subsidiaries. In accordance withsection 136 of the Companies act 2013 the audited financial statements including theconsolidated financial statements and related information about the company and auditedaccounts of the each of the subsidiary are available on our website atwww.trimurthidrugs.com.

15. ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an annual return is disclosed onthe website www.trimurthidrugs.com.

16. AUDITORS

a. Statutory Auditors

At the 23rd Annual General Meeting held on 11.09.2017 the members of the companyapproved the appointment of M/s. P. Murali & Co Chartered Accountants as StatutoryAuditors of the company for the term of five years upto the conclusion of 28th AnnualGeneral meeting to be held for financial year 2021-22 and is eligible for reappointment.

The Board in its meeting held on 27.07.2022 proposed to reappoint M/s. P. Murali &Co. as Statutory Auditors for the period of 5 years from the conclusion of ensuing AGMfor FY 2021-22 till the conclusion of Annual General Meeting to be held in the year 2027.

On recommendation of audit committee the Board has re-appointed M/s. P. Murali&Co. as statutory auditors of the Company from the conclusion of the 28th AnnualGeneral Meeting (AGM) till the conclusion of the 33rd AGM to be held in the year 2027 fora term of 5 years subject to the approval of the members in the ensuing AGM.

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2022 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the comingyears.

b. Secretarial Auditor

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 the Board has appointed M/s. Ankit Singhal & Associates Practicing CompanySecretaries to undertake Secretarial Audit of the Company for financial year ending31.03.2022. The report of the Secretarial Auditor is enclosed herewith vide ANNEXURE-2 ofthis Report.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report is not applicable to the Company for financialyear ending 31.03.2022.

c. Cost Auditor

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the Company for the year2021-22.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies read with rules made thereunder M/s. PCN & Associates. Chartered Accountants are the Internal Auditors of theCompany.

17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB

SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRALGOVERNMENT:

There have been no frauds reported by the auditor's u/s 143(12).

18. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature of business andsize of the operations to effectively provide for safety of its assets reliability offinancial transactions with adequate checks and balances adherence to applicable statuesaccounting policies approval procedures and to ensure optimum use of available resources.These systems are reviewed and improved on a regular basis. It has a comprehensivebudgetary control system to monitor revenue and expenditure against approved budget on anongoing basis.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and investments covered under the provisions of section186 of the Companies Act 2013 are given in the notes to the Financial Statements. Thedetails are provided in the Financial Statements forming the part of the Annual Report.

20. RELATED PARTY TRANSACTIONS

Our Company has formulated a policy on related party transactions which is alsoavailable on Company's website at www.trimurthidrugs.com. This policy deals with thereview and approval of related party transactions.

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There were no materialsignificant related party transactions made by the Company with the Promoters DirectorsKey Managerial Personnel or the Senior Management which may have a potential conflict withthe interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as Annexure 3which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board forapproval. Prior approval of the Audit Committee was obtained for the transactions whichare foreseen and are in repetitive in nature. Members may refer to note no. 2.21 to thefinancial statements which sets out related party disclosures pursuant to IND AS-24.

21. CONSOLIDATED FINANCIAL STATEMENTS:

In compliance with the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as the ‘Listing Regulations') and Section129 of the Companies Act 2013 the Consolidated Financial Statements which have beenprepared by the Company in accordance with the applicable provisions of the Companies Act2013 and the applicable Indian Accounting Standards (Ind AS) forms part of this AnnualReport.

22. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review no Company has become its subsidiary joint venture orassociate Company except the following:

The Shareholders in its EGM held on 25.02.2022 has passed a resolution to Sale/transfer100% Equity shares/assets of Trimurthi Foods Limited a wholly owned subsidiary of theCompany.

Trimurthi Foods Limited a wholly owned subsidiary of the Company ceased to be itsSubsidiary from 25.03.2022.

23. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF

ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act 2013 isprovided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

24. COMMITTEES

(I). AUDIT COMMITTEE

Audit committee: Terms of reference of Audit committee covers all the mattersprescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act2013.

Brief Description of Terms of Reference: - Overview of the Company's financialreporting process and disclosure of its financial information to ensure that the financialstatements reflect a true and fair position and that sufficient and credible informationis disclosed.

i. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

ii. Recommending the appointment and removal of External Auditors fixation of auditfee and approval for payment for any other services;

iii. Review and monitor the auditor's independence and performance and effectivenessof audit process.

iv. Approval of payment to statutory auditors for any other services rendered by them.

v. Review with the management and statutory auditors of the annual financial statementsbefore submission to the Board with particular reference to:

(a) Matters required to be included in the Directors' Responsibility Statement to beincluded in the Board's Report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013;

(b) Changes if any in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment bymanagement;

(d) Significant adjustments made in the financial statements arising out of auditfindings; (e) Compliance with listing and other legal requirements relating to financialstatements (f) Disclosure of any related party transactions; (g) Modified opinion(s) inthe draft audit report;

vi. Review of the quarterly and half yearly financial results with the management andthe statutory auditors;

vii. Examination of the financial statement and the auditors' report thereon;

viii. Review and monitor statutory auditor's independence and performance andeffectiveness of audit process;

ix. Approval or any subsequent modification of transactions with related parties;

x. Scrutiny of inter-corporate loans and investments;

xi. Review of valuation of undertakings or assets of the company wherever it isnecessary;

xii. Evaluation of internal financial controls and risk management systems;

xiii. Review with the management statutory auditors and the internal auditors aboutthe nature and scope of audits and of the adequacy of internal control systems; xiv.Reviewing the adequacy of internal audit function if any including the structure of theinternal audit department staffing and seniority of the official heading the departmentreporting structure coverage and frequency of internal audit;

xv. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

xvi. Consideration of the reports of the internal auditors and discussion about theirfindings with the management and suggesting corrective actions wherever necessary;

xvii. Look into the reasons for any substantial defaults in payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividend) andcreditors if any;

xviii. Review the functioning of the whistle blower mechanism;

xix. Review and monitor the end use of funds raised through public offers and relatedmatters;

xx. Approval of appointment of Chief Financial Officer after assessing thequalifications experience and background etc. of the candidate;

xxi. Frame and review policies in relation to implementation of the Code of Conduct forPrevention of Insider Trading and supervise its implementation under the overallsupervision of the Board;

xxii. Discharge such duties and functions as indicated in the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompanies Act 2013 and the rules made thereunder from time to time.

Review of the following information:

• management discussion and analysis of financial condition and results ofoperations;

• statement of significant related party transactions (as defined by the auditcommittee)submitted by management;

• management letters / letters of internal control weaknesses issued by thestatutory auditors;

• internal audit reports relating to internal control weaknesses;

• The appointment removal and terms of remuneration of the Chief Internal Auditorshall be subject to review by the Audit Committee.

• Statement of deviations as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

• Quarterly statement of deviation(s) including report of monitoring agency ifapplicable submitted to Stock Exchange(s) in terms of Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated in theoffer document /prospectus / notice in terms of Regulation 32(7).

• The Audit Committee of the listed holding company shall also review thefinancial statements in particular the investments made by the unlisted subsidiarycompany.

• Carrying out any other function as may be referred to the Committee by theBoard.

• Authority to review / investigate into any matter covered by Section 177 of theCompanies Act 2013 and matters specified in Part C of Schedule II of the ListingRegulations.

During the financial year 2020-21 (4) four meetings of the Audit Committee were heldon the 21.06.2021 12.08.2021 12.11.2021 and 12.02.2022.

The details of the composition of the Committee and attendance of the members at themeetings are given below:

Name Designation Category No. of Meetings held No. of meetings attended
Mr. Sagar Rajendra Karwa Chairperson NED(I) 4 4
Mr. Arun Kumar Bhangadia Member ED 4 4
Mr. Natwarlal Ramgopal Modani Member NED(I) 4 4

NED (I): Non-Executive Independent director ED: Executive director

During the year all recommendations of Audit Committee were approved by the Board ofDirectors.

(II). NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee

(‘NRC') functions in accordance with Section 178 of the Act Regulation 19 of theListing Regulations and its Charter adopted by the Board. The terms of reference of theNRC includes:

• Recommend to the Board the setup and composition of the Board includingformulation of the criteria for determining qualifications positive attributes andindependence of a director.

• Periodical review of composition of the Board with the objective of achieving anoptimum balance of size skills independence knowledge age gender and experience.

• Support the Board in matters related to the setup review and refresh of theCommittees.

• Devise a policy on Board diversity.

• Recommend to the Board the appointment or reappointment of Directors.

• Recommend to the Board how the Company will vote on resolutions for appointmentof Directors on the Boards of its subsidiary.

• Recommend to the Board the appointment of Key Managerial Personnel (KMP) andexecutive team members.

• Carry out the evaluation of every Director's performance and support the Boardand Independent Directors in the evaluation of the performance of the Board itscommittees and individual Directors including formulation of criteria for evaluation ofIndependent Directors and the Board.

• Oversee the performance review process for the KMP and executive team with theview that there is an appropriate cascading of goals and targets across the Company.

• Recommend the Remuneration Policy for the Directors KMP executive team andother employees.

• On an annual basis recommend to the Board the remuneration payable toDirectors KMP and executive team of the Company.

• Review matters related to remuneration and benefits payable upon retirement andseverance to MD/EDs KMP and executive team.

• Review matters related to voluntary retirement and early separation schemes forthe Company.

• Provide guidelines for remuneration of Directors on material subsidiaries.

• Recommend to the Board how the Company will vote on resolutions for remunerationof Directors on the Boards of its material subsidiaries.

Assist the Board in fulfilling its corporate governance responsibilities relating toremuneration of the Board KMP and executive team members.

• Oversee familiarization programmes for Directors.

• Review HR and People strategy and its alignment with the business strategyperiodically or when a change is made to either.

• Review the efficacy of HR practices including those for leadership developmentrewards and recognition talent management and succession planning.

Perform other activities related to the charter as requested by the Board from time totime. During the financial year 2021-22 (1) one meeting of the Nomination &Remuneration Committee meeting held on the 12.02.2022.

Name Designation Category No. of Meetings held No. of meetings attended
Mr. Sagar Rajendra Karwa Chairperson NED(I) 1 1
*Mr. Natwarlal Ramgopal Modani Member NED(I) 1 1
Mr. Arvind Kumar Bhangadia Member NED 1 1
^Ms. SarapuSowjanya Member NED(I) - -

*Appointed as member w.e.f. 12.02.2022 ^Resigned w.e.f. 12.02.2022

NED (I): Non-Executive Independent director NED: Non-Executive director

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE

Terms of reference of the committee comprise of various matters provided underRegulation 20 of the Listing Regulations and section 178 of the Companies Act 2013 whichinter-alia include:

(i) Resolving the grievances of the security holders of the listed entity includingcomplaints related to transfer/transmission of shares non-receipt of annual reportnon-receipt of declared dividends issue of new/duplicate certificates general meetingsetc.

(ii) Proactively communicate and engage with stockholders including engaging with theinstitutional shareholders at least once a year along with members of the Committee/Board/KMPs as may be required and identifying actionable points for implementation.

(iii) Review of measures taken for effective exercise of voting rights by shareholders

(iv) Review of adherence to the service standards adopted by the listed entity inrespect of various services being rendered by the Registrar & Share Transfer Agent.

(v) Review of the various measures and initiatives taken by the listed entity forreducing the quantum of unclaimed dividends and ensuring timely receipt of dividendwarrants/annual reports/statutory notices by the shareholders of the Company.

During the financial year 2021-22 (1) one meeting of the Stakeholders and RelationshipCommittee meeting held on the 12.02.2022.

Name Designation Category No. of Meetings held No. of meetings attended
Mr. Sagar Rajendra Karwa Chairperson NED(I) 1 1
*Mr. Natwarlal Ramgopal Modani Member NED(I) 1 1
Mr. Arvind Kumar Bhangadia Member NED 1 1
^Ms. Sarapu Sowjanya Member NED(I) - -

*Appointed as member w.e.f. 12.02.2022 ^Resigned w.e.f. 12.02.2022

NED (I): Non-Executive Independent director NED: Non-Executive director

25. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013read with Regulation 22 of SEBI (LODR) Regulations 2015 a vigil Mechanism for Directorsand employees to report genuine concerns has been established. It also provides fornecessary safeguards for protection against victimization for whistle blowing in goodfaith.

Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013. The same has been placed on the website of the Company.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR COMPOSITION OF CSR

COMMITTEE AND CONTENTS OF CSR POLICY)

Since your Company does not have net worth of Rs. 500 Crores or more or turnover of Rs.1000 Crores or more or a net profit of Rs. 5 Crores or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

27. PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Sec.73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the financial year under review.

28. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS

There are no significant and material orders passed by the regulators /courts thatwould impact the going concern status of the Company and its future operations.

29. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.

During the period under review there is no material or serious observations have beennoticed for inefficiency or inadequacy of such controls.

Further details of internal financial control and its adequacy are included in theManagement Discussion and Analysis Report which is appended as Annexure 4 and forms partof this Report.

30. INSURANCE

The properties and assets of your Company are adequately insured.

31. CREDIT & GUARANTEE FACILITIES

The Company has not availed credit and guarantee facilities.

32. RISK MANAGEMENT POLICY

Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize risksand also to identify business opportunities. As a process the risks associated with thebusiness are identified and prioritized based on severity likelihood and effectiveness ofcurrent detection. Such risks are reviewed by the senior management on a periodical basis.

33. SHARE CAPITAL

The authorised share capital of the Company as on 31.03.2022 is Rs.200000000/-divided into 20000000 equity shares of Rs.10/- each.

The paid-up share capital of the Company as on 31.03.2022 is Rs. 81000000/-dividedinto 8100000 equity shares of Rs.10/- each.

34. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth ofthe Company is less than Rs. 25 Crores Corporate Governance is Not Applicable.

35. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report pursuant to the SEBI (LODR) Regulationprovides an overview of the affairs of the Company its legal status and autonomybusiness environment mission & objectives sectoral and operational performancestrengths opportunities constraints strategy and risks and concerns as well as humanresource and internal control systems is appended as Annexure-4 for information of theMembers.

36. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the policies areavailable on our website www.trimurthidrugs.com.

37. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fullycommitted to its social responsibility. The Company has been taking upmost care incomplying with all pollution control measures from time to time strictly as per thedirections of the Government.

We would like to place on record our appreciation for the efforts made by themanagement and the keen interest shown by the Employees of your Company in this regard.

38. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. No Complaints were pending at the beginning of theyear or received during the year.

40. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS

OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF THECOMPANIES(APPOINTMENT & REMUNERATION) RULES 2014:

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure 5 (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawnand the name of every employee is annexed to this Annual report as Annexure 5 (b).

During the year none of the employees is drawing a remuneration of Rs.10200000/-and above per annum or Rs.850000/- and above in aggregate per month the limitsspecified under the Section 197(12) of the Companies Act2013 read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

41. RATIO OF REMUNERATION TO EACH DIRECTOR

Under section 197(12) of the Companies Act 2013 and Rule 5(1) (2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014 read with Schedule V of theCompanies Act 2013 the ratio of remuneration of Mr. Arun Kumar Bhangadia Chairman&Managing Director of the Company to the median remuneration of the employees is3.15:1.

42. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2018. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation. The policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain the highest ethical standards of dealingin Company securities. The Insider Trading Policy of the Company covering code ofpractices and procedures for fair disclosure of unpublished price sensitive informationand code of conduct for the prevention of insider trading is available on our website(www.trimurthidrugs.com).

43. MECHANISM FOR EVALUATION OF THE BOARD:

Evaluation of all Board members is performed on an annual basis. The evaluation isperformed by the Board Nomination and Remuneration Committee and Independent Directorswith specific focus on the performance and effective functioning of the Board andIndividual Directors.

In line with Securities and Exchange Board of India Circular No.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5 2017 and the Companies Amendment Act2017 the Company adopted the recommended criteria by Securities and Exchange Board ofIndia.

The criteria for performance evaluation covers the areas relevant to the functioning ofthe Board and Board Committees such as its composition oversight and effectivenessperformance skills and structure etc.

44. SECRETARIAL STANDARDS

The Company is in compliance with the applicable secretarial standards.

45. EVENT BASED DISCLOSURES

During the year under review the Company has not taken up any of the followingactivities except as mentioned:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of itsshares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

46. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE

INSOLVENCY AND BANKRUPTCY CODE 2016 (IBC):

There is no application filed for corporate insolvency resolution process by afinancial or operational creditor or by the company itself under the IBC before the NCLT.

47. ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company. Yourdirectors also wish to place on record their appreciation of business constituents banksand other financial institutions and shareholders of the Company for their continuedsupport for the growth of the Company.

For and on behalf of the Board
Trimurthi Limited
Sd/-
Arun Kumar Bhangadia
Place: Hyderabad Chairman & Managing Director
Date: 27.07.2022 (DIN: 00021024)

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