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Trimurthi Ltd.

BSE: 536565 Sector: Financials
NSE: N.A. ISIN Code: INE314I01036
BSE 00:00 | 12 Sep Trimurthi Ltd
NSE 05:30 | 01 Jan Trimurthi Ltd
OPEN 7.00
PREVIOUS CLOSE 7.00
VOLUME 96
52-Week high 7.90
52-Week low 6.89
P/E 70.00
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.00
CLOSE 7.00
VOLUME 96
52-Week high 7.90
52-Week low 6.89
P/E 70.00
Mkt Cap.(Rs cr) 6
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

Your Directors have pleasure in presenting the 23rd Annual Report on the business andoperations of the Company together with the audited statements of accounts for thefinancial year ended 31st March 2017.

FINANCIAL HIGHLIGHTS:

The Financial results for the year ended 31st March 2017 are summarized as under:

(Rs. in Lakhs)

Particulars Standalone Consolidated
2016-17 2015-16 2016-17 2015-16
Income from Operations 350.91 93.00 918.64 571.59
Other Income 14.46 7.67 16.86 13.38
Total Expenditure 332.66 53.52 892.01 516.51
Profit/Loss before Interest and Depreciation 32.71 47.15 902.04 68.46
Finance Costs Nil Nil 5.02 0.06
Depreciation 12.29 33.60 0 35.07
Profit/Loss after Interest and Depreciation 20.42 13.55 38.47 33.33
Prior Period adjustments - 0 (9.17)
Provision for Taxation
- Current Tax 5.40 9.65 11.35 17.14
- Deferred Tax (0.06) (5.92) 4.68 (5.94)
Profit after taxation 15.09 9.82 22.44 12.96
Minority Interest 4.44 3.04
Profit after Minority Interest

-

18.00 9.91
Earnings Per share 0.19 0.12 0.22 0.12

PERFORMANCE OF THE COMPANY:

Standalone performance: Gross revenue of your company stood at Rs.350.91 Lakhs for2016-17 compared to revenue of Rs.93.00 lakhs for 2015-16. Net profit before tax stood atRs.15.09 Lakhs for 2016-17 compared to Rs.13.55 Lakhs 2015-16. EPS of the Company stood atRs.0.19 paisa per share for 2016-17.

Consolidated performance: Gross revenue of your company stood at Rs.918.64 Lakhs for2016-17 compared to revenue of Rs.571.59 lakhs for 2015-16. Net profit before tax stood atRs.22.44 Lakhs for 2016-17 compared to Rs.12.96 Lakhs 2015-16. EPS of the Company stood atRs.0.22 paisa per share for 2016-17.

Trimurthi Foods Limited the Wholly Owned Subsidiary of the company has started itcommercial Operations of manufacturing Corn Foods Products and Confectionery Products.

DIVIDENDS: In the view of requirement for retention of earnings for the businessgrowth the Board of Directors do not recommend any dividend For the year under review.

During the year under review the company has transferred unclaimed dividend for thedividend declared for the F.Y. 2008-09 which were due to transfer to IEPF (InvestorEducation and Protection Fund) Pursuant to Rule 5(4) ofthe IEPF Rules 2016.

TRANSFER TO RESERVES: We propose to transfer Rs. 150873/- to general reserve. An amountof Rs.1357857/- is proposed to be retained in Surplus on standalone basis.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March312017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 312017 and of the profit of the Company for the year ended on thatdate;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets ofthe Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

STATUTORY AUDITORS: The board has proposed appointment M/S P.Murali & Co CharteredAccountants as statutory auditors of the company. In terms of First proviso to section 139of the Companies Act 2013 the appointment of auditors shall be placed for ratification atevery Annual General Meeting. Accordingly the appointment of M/s. P. Murali & CoChartered Accountants as statutory auditors ofthe Company for term ofyears.

The Auditors Report for fiscal 2017 does not contain any qualification reservation oradverse remarks. The Auditor's Report is enclosed with the financial statements in thisannual report. SECRETARIAL AUDITOR: CS Pavan Kankani of M/s P K Associates PracticingCompany Secretaries was appointed to conduct the secretarial audit of the Company forfinancial year 201617 as required under section 205 of the Companies Act 2013 and rulesthere under. The Secretarial audit report for financial year 2016-17 forms part of theAnnual Report as 'ANNEXURE-4' to the Boards Report. The Secretarial Audit report does notcontain any qualification reservation or adverse remarks.

INTERNAL AUDITORS: M/s Ramesh Athasniya & Co Chartered Accountants performs theduties of internal auditors of the company and their report is reviewed by the auditcommittee from time to time.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: During the year under review company hasappointed Mr. Natwarlal Ramgopal Modani as Additional Independent director whose term isvalid until the next AGM.

There was no change in Key Managerial Personnel during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS: The Company has received necessary declarationform each independent director under section 149(7) of the Companies Act 2013 that he/shemeets the criteria of independence laid down in section 149(6) of the Companies Act 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION: the Current policy is to have anappropriate mix of executive and independent directors to maintain the independence of theboard and separate its functions of governance and management. As on date of this reportyour board consists of 5 Directors including 2 promoter directors (of whom one isexecutive chairman of the Company) and 3 independent directors (including a womendirector).

The policy of the company on appointment and remuneration including criteria fordetermining qualifications positive attributes independence of directors and othermatters as required under sub section 3 of section 178 of the Companies Act 2013 isavailable on our website. We affirm that the remuneration paid to the directors is as perterms laid out in the nomination and remuneration policy. NUMBER OF BOARD MEETINGS: Duringthe year Six Board Meetings were held on 30-052016 07-06-2016 08-08-2016 22-09-201605-11-2016 and 13-02-2017 and one independent directors' meeting was held on 08-08-2016during the financial year. The provisions of Companies Act 2013 and listing agreementwere adhered to while considering the time gap between two meetings.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS: Details of Loans Guarantees andinvestments covered under the provisions of section 186 of the companies Act 2013 aregiven in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS: All material related party transactions that were enteredinto during the financial year were on an arm's length basis and were in the ordinarycourse of business. There are no materially significant related party transactions made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large. AllRelated Party Transactions are placed before the Audit Committee as also the Board forapproval.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website.

Detailed information about the related party transactions is enclosed in from AOC-2 asANNEXURE-2

EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Returnin form MGT 9 is annexed herewith as "Annexure 3".

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION: The Company has no activityrelating which consumes energy or which requires technology accordingly disclosures forconservation of energy or technology absorption is not given. Hence no informationpursuant to Section 134 of the Companies Act 2013 read with (disclosure of particulars inthe report of Board of Directors) Rules 1988 is provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review company did not earnforeign currency nor did it expend any amount in foreign currency.

BUSINESS RISK MANAGEMENT: The Company has adopted a Risk Management Plan forimplementation of Enterprise Risk Management (ERM) framework. As per the Companies Act2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Boardshall establish a Risk Management Plan/ Policy and the Audit Committee shall evaluate theRisk Management systems periodically.

In line with this requirement the Board is responsible for initiating and institutingthe ERM framework and setting the requisite tone at the top for implementation of the ERMframework. Further the Board shall be responsible for overseeing measures for managingrisk. The Plan also envisages a key role for the

Audit Committee which shall periodically (at least annually) review the adequacy ofRisk Management Systems recommend improvements if needed discuss with externalconsultants Internal Auditors to test the adequacy and effectiveness ofthe RiskManagement System.

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 offacilities.

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 appropriateare taken to mitigate the same. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: The Companyhas adequate system of internal control to safeguard and protect from loss unauthorizeduse or disposition of its assets. All the transactions are properly authorized recordedand reported to the Management. The Company is following all the applicable AccountingStandards for properly maintaining the books of accounts and reporting financialstatements. The internal auditor of the company checks and verifies the internal controland monitors them in accordance with policy adopted by the company. Even through thisnon-production period the Company continues to ensure proper and adequate systems andprocedures commensurate with its size and nature ofits business.

CORPORATE SOCIAL RESPONSIBILITY: The Company has not developed and implemented anyCorporate Social Responsibility initiatives as the said provisions under section 135 ofthe Companies Act 2013 are not applicable to the company.

FIXED DEPOSITS: The Company has not accepted any deposits U/s 73 of the Companies Act2013 and as such no amount of principle or interest was outstanding as on the date ofBalance Sheet. BOARD EVALUATION: Pursuant to the provisions of Companies Act 2013 andaccording to Listing Obligation and Disclosure Requirements Regulation 2015 the Board hascarried out annual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder committee. The manner in which the evaluation has beencarried out has been explained in Corporate Governance Report. SUBSIDIARIES/ASSOCIATES/JOINT VENTURES: During the year under review company has acquired 100% sharesof Trimurthi Foods Limited and making it has a wholly owned subsidiary of the company.

During the year the board of directors 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 oursubsidiaries in the prescribed format AOC-1 is appended as 'ANNEXURE-1' to the boardsreport. The statement also provides the details of performance and financial positions ofthe subsidiaries.

In accordance with section 136 of the Companies act 2013 the audited financialstatements including the consolidated financial statements and related information aboutthe company and audited accounts ofthe each ofthe subsidiaries are available on ourwebsite.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are nosignificant material orders passed by the Regulators / Courts which would impact the goingconcern status ofthe Company and its future operations.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees ofthe Company andDirectors is furnished hereunder:

Name Designation Remune ration paid FY.2016- 17 Remune ration paid FY. 201516 Increase in remuner ation from previous years Ratio/ti mes per median of employ ee remune ration
Executive Directors and Key Managerial Persons
Ms. Jyothi Ramesh Kankani Company secretary 156000 144000 12000 100%
Ms. Manda Vani CFO 299000 275000 24000 192%
Arun Kumar Bhangadia Managing Director 1500000 1454166 45834 962%

Non Executive Directors

1 Arvind Kumar Bhangadia Promoter
2 Ramswaroop Agrawal (till 15-11-2016 Independent Director "
3 Sarapu Sowjanya Independent Director "
4 Sagar Karwa Independent Director
5 Natwarlal Ramgopal Modani (From 13-02-2017) Independent Director

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL ACT 2013 :

The Company has in place an anti sexual harassment policy in line with the requirementsof the Sexual Harassment of Women at the work place (Prevention Prohibition andRedressal) Act 2013.All Employees (Permanent Contractual temporary Trainees) arecovered under this policy.

DISCLOSURE UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS2015:

Since the paid up capital of company is less than rupees ten crores and the net worthofthe company is below rupees twenty five crores as specified in regulation 15 of SEBI(LODR) regulations 2015 disclosure with respect to provisions relating to corporategovernance are not applicable to the Company.

LISTING ARRANGEMENTS:

The Equity Shares of your Company are listed at B.S.E. Limited. The requisite AnnualListing Fees ofthe B.S.E. Limited had been paid as on the date of this report.

GREEN INITIATIVE:

Last year we started a Green Initiative with the aim of being green and minimizing ourimpact on the environment. This year too we are proposing to send the Annual Report to theregistered e-mail addresses of the shareholders.

ACKNOWLEDGMENT:

Your Directors place on record their appreciation for the valuable support extended byvarious departments viz. Commercial Tax department Drug Control Department and Banks etcfor their continued support to the Company's growth. The Directors record their specialappreciation to all employees for their efforts and contribution towards the growth andachieving this performance.

Your Directors also wish to express their thanks to the shareholders for the confidencewhich they reposed in them.

By Order of the Board

ARUN KUMAR BHANGADIA

Managing Director

(DIN:00021024)

Place: Hyderabad.

Dated: 05/08/2017

ANNEXURE -1 Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement of Subsidiaries/associate companies/joint ventures Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Particulars Details Details
Name of the subsidiary Trimurthi Pharmaceuticals (India) Private Limited Trimurthi Foods Limited
Reporting period for the subsidiary concerned if different from the holding company's reporting period Same as that of Holding Company Same as that of Holding Company
Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Same as that of Holding Company Same as that of Holding Company
Share capital Rs.5000000/- Rs.12500000/-
Reserves & surplus Rs.3884025/- Rs.(-)2904775/-
Total assets Rs.12883928/- Rs.12249411/-
Total Liabilities Rs.12883928/- Rs.22524137/-
Investments Rs.300000/- - Nil -
Turnover Rs.51599785/- Rs.5172899/-
Profit before taxation Rs.1674935/- Rs.(-)1779898/-
Provision for taxation Rs.592367/- - Nil -
Profit after taxation Rs.1082568/- Rs.(-)2257230/-
Proposed Dividend - Nil - - Nil -
% of shareholding 59.00% 100%

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations: - NIL

2. Names of subsidiaries which have been liquidated or sold during the year - NIL.