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Trimurthi Ltd.

BSE: 536565 Sector: Financials
NSE: N.A. ISIN Code: INE314I01036
BSE 00:00 | 26 Oct 6.33 0.30
(4.98%)
OPEN

6.33

HIGH

6.33

LOW

6.33

NSE 05:30 | 01 Jan Trimurthi Ltd
OPEN 6.33
PREVIOUS CLOSE 6.03
VOLUME 800
52-Week high 6.33
52-Week low 1.85
P/E
Mkt Cap.(Rs cr) 5
Buy Price 6.33
Buy Qty 3202.00
Sell Price 5.75
Sell Qty 200.00
OPEN 6.33
CLOSE 6.03
VOLUME 800
52-Week high 6.33
52-Week low 1.85
P/E
Mkt Cap.(Rs cr) 5
Buy Price 6.33
Buy Qty 3202.00
Sell Price 5.75
Sell Qty 200.00

Trimurthi Ltd. (TRIMURTHI) - Director Report

Company director report

To

The Members Trimurthi Limited Hyderabad.

Your Directors have pleasure in presenting the Directors' Report on the business andoperations of the Company together with the audited statements of accounts for thefinancial year ended 31st March 2020.

FINANCIAL HIGHLIGHTS:

The Financial results for the year ended 31st March2020 are summarized as under:

(Rs. in Lakhs) (Rs. in Lakhs)

PARTICULARS STANDALONE CONSOLIDATED
2019-20 2018-19 2019-20 2018-19
Income from Operations 103.23 359.19 1024.43 988.52
Other Income 47.30 13.23 60.10 95.12
Total Expenditure 139.88 353.33 1106.04 1096.05
Profit/Loss before Interest and Depreciation 18.47 31.23 90.9 21.81
Finance Costs Nil Nil 11.44 12.96
Depreciation 7.82 12.15 19.13 21.25
Profit/Loss after Interest and Depreciation 10.65 19.08 (21.49) (12.40)
Prior Period adjustments Nil Nil Nil Nil
Provision for Taxation 0.63 4.48 2.73 10.50
Current Tax Deferred Tax 0.53 (10.4) 1.67 (8.12)
Profit after taxation 9.48 25.00 (25.90) (14.78)
Other Comprehensive Income (3.42) (6.19) (3.42) (0.42)
Profit after comprehensive Income 06.05 18.80 (29.33) (15.21)
Minority Interest Nil Nil 2.42 9.40
Profit after Minority Interest Nil Nil (31.76) (24.61)
Earnings Per share 0.12 0.31 (0.35) (0.30)

PERFORMANCE OF THE COMPANY:

Standalone performance: Gross revenue of your company stood at Rs. 103.23 Lakhs (P.Y.Rs. 359.19 Lakhs). Net profit before tax stood at Rs. 10.65 Lakhs (P.Y. Rs.19.08 Lakhs).EPS of the Company stood at Rs. 0.12 (P.Y. Rs. 0.31) paisa per share.

Consolidated performance: Gross revenue of your company stood at Rs. 1024.43 Lakhs(P.Y. Rs. 988.52 Lakhs). Net Loss before tax stood at Rs. 21.49 Lakhs (P.Y. Rs. 12.40Lakhs). EPS of the Company stood at Rs. (0.35) (P.Y. Rs. (0.30)) paisa per share.

DIVIDENDS:

In the view of requirement for retention of earnings for the business growth the Boardof Directors does not recommend any dividend for the year under review.

During the year under review the company has transferred unclaimed dividends for thedividend declared for the F.Y. 2011-12 which were due to transfer to IEPF (InvestorEducation and Protection Fund) Pursuant to Rule 5(4) of the IEPF Rules 2016.

TRANSFER TO RESERVES:

During the year your company has not transferred any amount to reserves.

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 March31 2020 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 31 2020 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 of the 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 control was in place and that the financial controlswere 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.

SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES:

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 theboards' report. The statement also provides the details of performance and financialpositions of the 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 of the each of the subsidiaries are available on ourwebsite at www.trimurthidrugs.com.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business.There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. All Related Party Transactions are placed before theAudit Committee and also the Board for approval.

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

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

ANNEXURE-2.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as ANNEXURE -3.

STATUTORY AUDITORS:

In the Annual general meeting held in 2017 M/s. P. Murali & Co. CharteredAccountants were appointed as statutory auditors of the company to hold office for a termof 5 years i.e till the conclusion of 28th Annual General Meeting (AGM) to be held in2022.The Auditors Report for year 2019-20does not contain any qualification reservationor adverse remarks. The Auditor's Report is enclosed with the financial statements in thisannual report.

SECRETARIAL AUDITOR:

M/s. P.K. Associates Practicing Company Secretaries were appointed to conduct thesecretarial audit of the Company for financial year 2019-20 as required under section 205of the Companies Act 2013 and rules there under. The Secretarial audit report forfinancial year 2019-20 forms part of the Annual Report as ANNEXURE-4 to the Boards'Report.The Secretarial Audit report does not contain any qualification reservation oradverse remarks.

INTERNAL AUDITORS:

M/s. P C N & Associates Chartered Accountants performs the duties of internalauditors of the company and their report is reviewed by the audit committee from time totime.

COST AUDIT:

Cost Audit is not applicable to the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There was no Director who was appointed/ceased/re-elected/re-appointed during the yearunder review. Ms. Nishita Kalantri was appointed as a Company Secretary of the Companyw.e.f. 01.04.2019 and Ms. Jyothi Ramesh Kankani resigned from the post of CompanySecretary w.e.f. 01.04.2019 due to personal reasons.

As required under Regulation 36 (3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Directors seeking appointment/re-appointment and Directors resigning

Name of the Director Arvind Kumar Bhangadia Arun Kumar Bhangadia
Director Identification No. 00015838 00021024
Date of Birth 20/06/1974 28/03/1964
Date of appointment 04/05/2005 04/05/2005
Occupation Business Business
Profile Mr. Arvind Kumar Bhangadia is having experience in administration and management of the business. He is one of the promoters of the Company associated with the Company ever since its incorporation. Mr. Arun Kumar Bhangadia is having experience of more than 25 years in administration and management of the business. He is one of the p r o m o t e r s o f t h e C o m p a n y associated with the Company ever since its incorporation. He is currently Chairman of the Company.
Relationship between directors inter-se Nature of expertise in specific functional area Mr. Arvind Kumar Bhangadia is the brother of Mr. Arun Kumar Bhangadia Management & Administration Mr. Arun Kumar Bhangadia is the brother of Mr. Arvind Kumar Bhangadia Finance
Directorship in other Listed Entities Nil Nil
Membership of Committees of other Listed Companies Nil Nil
Shareholding in the Company 29900 1542200

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in section 149(6) of the Companies Act 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the board and separate its functions of governance andmanagement. As on date of this report your board consists of 5 Directors including 2promoter directors (of whom one is executive chairman of the Company) and 3 independentdirectors (including a woman director).

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 at www.trimurthidrugs.com. We affirm that the remuneration paidto the directors is as per terms laid out in the nomination and remuneration policy.

NUMBER OF BOARD MEETINGS:

During the year 7 (Seven) Board Meetings were held on 01/04/2019 27/05/201913/08/2019 29/08/2019 04/11/2019 13/11/2019 and 10/02/2020 and one independentdirectors' meeting was held on 27/05/2019 during the financial year. The provisions ofCompanies Act 2013 and listing Regulations were adhered to while considering the time gapbetween two meetings and proper notices were given and the proceedings were properlyrecorded and signed in the Minutes Book maintained for the purpose.

Meetings held and attended:

Name of the Director

Number of Board Meetings

Held Attended
Mr. Arun Kumar Bhangadia 7 7
Mr. Arvind Kumar Bhangadia 7 7
Ms. Sarapu Sowjanya 7 7
Mr. Natwarlal Ramgopal Modani 7 7
Mr. Sagar Rajendra Karwa 7 7

PARTICULARS OF LOANS GURANTEES 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.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The Company has no activity relating which consumes energy or which requirestechnology accordingly disclosures for conservation of energy or technology absorption isnot given. Hence no information pursuant to Section 134 of the Companies Act 2013 readwith (disclosure of particulars in the report of Board of Directors) Rules 1988 isprovided.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review Company neither earned foreign currency nor did it spendany amount in foreign currency.

BUSINESS RISK MANAGEMENT:

The Company has adopted a Risk Management Plan for implementation of Enterprise RiskManagement (ERM) framework. As per the Companies Act 2013 and SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 the Board shall establish a RiskManagement Plan/Policy and the Audit Committee shall evaluate the Risk Management systemsperiodically.

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 of Risk Management Systems recommend improvementsif needed discuss with external consultants Internal Auditors to test the adequacy andeffectiveness of the Risk Management 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 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 appropriateare taken to mitigate the same.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements.The internal auditor of the company checks and verifies theinternal control and monitors them in accordance with policy adopted by the company. Eventhrough this non-production period the Company continues to ensure proper and adequatesystems and procedures commensurate with its size and nature of its business.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions under section 135 of the Companies Act 2013 are notapplicable to the Company.

DEPOSITS:

The Company has not accepted any deposits u/s 73 of the Companies Act 2013 and as suchno amount of principle or interest was outstanding as on the date of Balance Sheet.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act 2013 and according to Listing Obligationand Disclosure Requirements Regulations 2015 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee.

The Board's functioning was evaluated on various aspects including inter alia degreeof fulfilment of key responsibilities Board structure and composition establishment anddelineation of responsibilities to various Committees effectiveness of Board processesinformation and functioning.

Evaluation of the Committees performance was based on the criteria like compositionits terms of the reference and effectiveness of committee meetings etc. IndividualDirector's performance evaluation is based on their preparedness on the issues to bediscussed meaningful and constructive discussions and their contribution to the Board andCommittee meetings. The Chairperson was evaluated mainly on key aspects of his role.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

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. During the year 2019-20 there were no complaints received bythe Committee.

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

Since the paid up capital of company is less than rupees ten cores and the net worth ofthe

Company is below rupees twenty five crores (Paid Up Capital of the Company = Rs.81000000/- (8100000 Equity shares of Rs.10/- each) and Net worth = Rs. 120709968/-as specified in regulation 15 of SEBI (LODR) Regulations 2015 disclosure with respect toprovisions relating to corporate governance are not applicable to the Company.

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE:

As required under (Listing Obligations and Disclosure Requirement) Regulation 2015 theAuditors' Certificate on Corporate Governance is not appended to this report as it is notapplicable to the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy framed to deal with instance of Fraud andMis-management if any in the group pursuant to the provisions of section 177(9)&(10) of the Companies Act 2013 and Regulation 22 & 34 (3) of SEBI (LODR)Regulations 2015. The details of the Policy are posted on the website:www.trimurthilimited.com. Employees can report to the Management concerned unethicalbehavior act or suspected fraud or violation of the Company's Code of Conduct Policy noemployee has been denied access to the Audit Committee.

COMMITTEES:

Audit Committee:

The purpose of the Audit Committee is to assist the Board of Directors in reviewing thefinancial information which will be provided to the Members and others reviewing thesystems of internal controls established in the Company appointing retaining andreviewing the performance of internal accountants/internal auditors and overseeing theCompany's accounting and financial reporting process and the audit of the Company'sfinancial statements.

The power and terms of reference of the Audit Committee are as mentioned in Regulation18 and Part C of Schedule II of SEBI (LODR) Regulations 2015 read with Section 177 ofthe Companies Act 2013.

During the F.Y. 2019-20 Four (4) Meetings of the Audit Committee were held on27/05/2019 13/08/2019 13/11/2019 and 10/02/2020.

The Composition is as follows:

Name Designation Category No. of Meetings held No. of meeting attended
Mr. Sagar Rajendra Karwa@ Chairman Independent Non- Executive 2 2
Mr. Arun Kumar Bhangadia* Chairman/ Member Promoter Executive 4 4
Mr. Natwarlal Ramgopal Modani Member Independent Non- Executive 4 4
Ms. Sarapu Sowjanya# Member Independent Non- Executive 3 3

@ Appointed as Chairman w.e.f. 13.11.2019; * Re-designated as Member w.e.f. 13.11.2019;# Resigned as Member w.e.f. 13.11.2019

Nomination & Remuneration Committee:

The power and terms of reference of the Nomination and Remuneration Committee are asmentioned in Regulation 19 and part D of Schedule 11 of SEBI (LODR) Regulations 2015read with Section 178 of the Companies Act 2013.

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision ofremuneration of the Managing Director/Whole-Time Director of the Company and whileapproving:

• To take into account the financial position of the Company trend in theindustry appointee's qualification experience past performance past remuneration etc.

• To bring out objectivity in determining the remuneration package while strikinga balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit. The remuneration levels are governed by industry pattern qualifications andexperience of the Directors responsibilities shouldered individual performance etc. ThePolicy is available at the website of the Company at www.trimurthidrugs.com.

During the F.Y. 2019-20 the Nomination and Remuneration Committee Meeting was held on27/05/2019.

The Composition as follows:

Name Designation Category No. of Meetings held No. of meeting attended
Mr. Sagar Rajendra Karwa* Chairman/ Member Independent Non- Executive 1 1
Ms. Sarapu Sowjanya Member Independent Non-Executive 1 1
Mr. Arvind Kumar Bhangadia@ Member Promoter Non-Executive - -
Mr. Arun Kumar Bhangadia# Chairman Promoter Executive 1 1

* Re-designated as Chairman w.e.f. 13.11.2019; @ Appointed as Member w.e.f. 13.11.2019;# Resigned as Chairman w.e.f. 13.11.2019

Stakeholders Relationship Committee:

The Powers of the Committee are as follows:

The power and terms of reference of the Stakeholders Relationship Committee are asmentioned in Regulation 20 and part D of Schedule 11 of SEBI (LODR) Regulations 2015.

The Committee has been delegated with the following powers:

• To redress shareholder and investor complaints relating to transfer of SharesDematerialization of Shares non-receipt of Annual Reports non-receipt of declareddividend and other allied complaints etc.

• To approve transfer transmission and issue of duplicate/fresh sharecertificate(s).

• Consolidate and sub-division of share certificates etc.

• To redress approve and dispose off any other complaints transactions andrequests etc. received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of Shares tothe Registrar and Share Transfer Agents of the Company; M/s. Venture Capital &Corporate Investments Private Limited 12-10-167 Bharat Nagar Hyderabad - 500 018.

The Company has designated an exclusive E-mail Id: info@trimurthidrugs.com forComplaints/Grievances.

During the F.Y. 2019-20 the Stakeholders Relationship Committee Meeting was held on27/05/2019.

The Composition is as follows:

Name Designation Category
Mr. Arvind Kumar Bhangadia Chairman Promoter Non-Executive
Mr. Natwarlal Ramgopal Modani Member Independent Non-Executive
Ms. Sarapu Sowjanya Member Independent Non-Executive

INDEPENDENT DIRECTORS:

Declaration from Independent Directors on Annual Basis:

For F.Y. 2019-2020 The Company has received a declaration from Mr. Natwarlal RamgopalModani Ms. Sarapu Sowjanya Mr. Sagar Rajendra Karwa - Independent Non-ExecutiveDirectors of the Company to the effect that they are meeting the criteria of independenceas provided in Sub-section (6) of Section 149 of the Companies Act 2013.

The Composition is as follows:

Name Designation Category
Mr. Natwarlal Ramgopal Modani Chairman Independent Non-Executive
Ms. Sarapu Sowjanya Member Independent Non-Executive
Mr. Sagar Rajendra Karwa Member Independent Non-Executive

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTIONS AND SENIOR MANAGEMENT PERSONNEL OFCOMPLIANCE WITH THE CODE OF CONDUCT:

The Company do hereby declare that the directors and senior management of the Companyhave exercised their authority and powers and discharged their duties and functions inaccordance with the requirements of the code of conduct as prescribed by the Company andhave adhered to the provisions of the same.

LISTING ARRANGEMENTS:

The Equity Shares of your Company are listed at B.S.E. Limited the requisite AnnualListing Fees of the B.S.E. Limited for the F.Y. 2020-21 had been paid as on the date ofthis report.

CEO/ CFO CERTIFICATION:

The Managing Director cum CEO and CFO certification of the financial statements for theyear 2019-20 is annexed in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of thecompany between 31st March and the date of Boards' Report. (i.e. 14.08.2020).

CHANGE IN THE NATURE OF BUSINESS IF ANY:

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

FAMILIARISATION PROGRAMMES:

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 is further facilitated to familiarize the incumbentDirector about the Company/its businesses and the group practices.

The details of familiarization programme held in FY 2019-20 are also disclosed on theCompany's website at www.trimurthidrugs.com.

MANAGEMNET DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report is appended to this Report as ANNEXURE -5.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

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

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 2015. 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 of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website www.trimurthidrugs.com.

STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN ANDTHE NAME OF EVERY EMPLOYEE:

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed to this Annual Report as ANNEXURE -6.

A statement showing the names of the top ten employees in terms of remuneration drawnand the name of every employee is annexed as ANNEXURE – 6 to this Annualreport.

During the year none of the employees is drawing a remuneration of Rs.10200000/- andabove per annum or Rs. 850000/- and above in aggregate per month the limits specifiedunder the Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

STATUTORY COMPLIANCE:

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

SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

Annual Secretarial Compliance Report pursuant to Regulation 24A of SEBI (ListingObligations and Disclosure Requirement) (Amendment) Regulations 2018 read with SEBICircular dated 08.02.2019 and BSE circular dated 09.05.2019 and 14.05.2019 is notapplicable to the Company as it does not attract the provisions of Regulation 15(2) ofSEBI (LODR) Regulations 2015 on Corporate Governance since paid-up equity share capitalas on 31.03.2020 is not exceeding Rs. 10 Crores and the net worth of the Company has notexceeded Rs. 25 Crores on the last day of previous financial year (i.e. 31.03.2020) orduring the financial year 2019-20.

In view of the above our Company is not required to submit Annual SecretarialCompliance Report for the year ended 31.03.2020 to the Stock Exchange/s pursuant toRegulation 24A of SEBI (Listing Obligations and Disclosure Requirement) (Amendment)Regulations 2018.

ACKNOWLEDGEMENT:

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

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

Certificate of Code of Conduct for the year 2019-20

To

The shareholders Trimurthi Limited.

I Arun Kumar Bhangadia Managing Director of the Company do hereby declare that thedirectors and senior management of the Company have exercised their authority and powersand discharged their duties and functions in accordance with the requirements of the codeof conduct as prescribed by the company and have adhered to the provisions of the same.

CERTIFICATE BY THE MANAGING DIRECTOR AND CFO OF THE COMPANY

To

The Board of Directors Dear Sirs/Madam

As required under Regulation 17(8) read with Part B Schedule II of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 we state that:

a. We have reviewed the financial statements and the cash flow statement for the yearand that to the best of our knowledge and belief:

i these statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading.

ii these statements together present a true and fair view of the Company's affairs andare in compliance with the existing accounting standards applicable laws and regulations.

b. There are to the best of our knowledge and belief no transactions entered into bythe

Company during the year which are fraudulent illegal violate the Company's code ofconduct.

c. We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of the internal controlsystems of the Company pertaining to financial reporting and we have disclosed to theAuditors and the Audit Committee deficiencies in the design or operation of such internalcontrols if any of which we are aware and the steps we have taken or propose to take torectify these deficiencies.

d. We have indicated to the Auditors and the Audit Committee:

i Significant changes in internal controls over financial reporting during the year.

ii Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and

iii Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompany's internal control system over financial reporting.

FORM NO MGT9

EXTRACT OF ANNUAL RETURN

(For financial year ended 31-03-2020)

Pursuant to Section 92 (3) of the Companies Act 2013 and

Rule 12(1) of the Company (Management & Administration) Rules 2014

Registration Date 13/12/1994
Name of the Company
Category/Sub-category of the Company Listed Company
4-4-
&contact details Sultan Bazar Hyderabad - 500 095
Whether listed company Yes
Venture Capital and Corporate
Investments Pvt. Ltd.
if any
Address: 12-10-167 Bharat Nagar Hyderabad -
500018. Ph No. 040-2381847523818476
E- mail: Info@vccil india.com

II. activities contributing 10 % or more of the total turnover of the company

 shall be stated)

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1. Trading in Food Products 10740 69.76%
2. Interest Income 649 28.86%

III.PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATES COMPANIES

No. Name of the company Holding/ Subsidiary Associate %of Shares held Applicable Section
1 Pharmaceuticals (India) Private Limited Subsidiary 59% 2(87)(ii)
2 Trimurthi Foods limited Subsidiary 100% 2(87)(ii)

IV. SHARE HOLDING PATERN (Equity share Capital Breakup as percentage of Total Equity):

A. Category-wise Share Holding:

Category of Shareholders No. of Shares held at the beginning of the year [As on 01- April-2019] No. of Shares held at the end of the year [As on 31-March-2020]
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. Promoters
(1) Indian
a) Individual/HUF 3769400 -- 3769400 46.54 3769400 -- 3769400 46.54 --
b) Central Government -- -- -- -- -- -- -- -- --
c) State Government(s) -- -- -- -- -- -- -- -- --
--
d) Bodies Corporate 1430000 -- 1430000 17.65 1430000 -- 1430000 17.65
e) Banks / Financial -- --

--

-- -- --

--

-- --
Institutions
f) Any other -- -- -- -- -- -- -- -- --
Total shareholding of 5199400 -- 5199400 64.19 5199400 -- 5199400 64.19
Promoter (A) --
B. Public Shareholding
1. Institutions
a) Mutual Funds -- -- -- -- -- -- -- -- --
b) Banks / Financial -- -- -- -- -- -- -- -- --
Institutions
c) Others (specify) -- -- -- -- -- -- -- -- --
Sub-total (B)(1):- -- -- -- -- -- -- -- -- --
2. Non-Institutions
a) Bodies Corp.
i) Indian 1150687 8100 1158787 14.31 1149538 8100 1157638 14.29 (0.02)
ii) Overseas -- -- -- -- -- -- -- -- --
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 2 lakh 610084 292430 902514 11.14 618055 290430 908485 11.22 0.08
ii) Individual shareholders holding nominal share capital in excess of Rs. 2 lakh 395951 167700 563651 6.95 496886 167700 664586 8.20 1.25
c) Others (specify)
Non Resident Indians 34686 -- 34686 0.43 34690 -- 34690 0.43 --
Clearing members 105962 -- 105962 1.31 201 -- 201 0 (1.31)
IEPF Authority 135000
-- 1.67 -- 135000 1.67 --

135000

135000

Sub-total (B)(2):- 2432370 468230 2900600 35.81 2434370 466230 2900600 35.81
-- -- -- -- -- -- -- -- --
Total public Shareholding (B)=(B)(1)+ (B)(2)
C. Shares held by -- -- -- -- -- -- -- -- --
Grand

(A+B+C)

7631770 468230 8100000 100 7633770 466230 8100000 100 --

B) Shareholding of Promoter

S. No Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total Shares of the company % of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged/ encumbered total shares % change in Shareh olding duringt the year
TDPL Health Care 1 (India) Limited 1430000 17.65 1430000 17.65
Arun Kumar 2 Bhangadia (HUF) 387000 4.78 387000 4.78
Gopikishan Arun 3 Kumar Bhangadia (HUF ) 105000 1.30 105000 1.30
Arvind Kumar 4 DevanshBhangadia HUF 120000 1.48 120000 1.48
Arum Kumar 5 Bhangadia 1542200 19.04 1542200 19.04
Arvind Kumar 6 Bhangadia 29900 0.37 29900 0.37
7 Kantha Bhangadia 177800 2.20 177800 2.20
8 Kiran Bhangadia 1349500 16.66 1349500 16.66
Jyothi 9 Bhangadia 58000 0.72 58000 0.72
5199400 64.19 - 5199400 64.19 - -

C. Change in Promoters' Shareholding (please specify if there is no change):

Sl. No. Particulars

Shareholding at the beginning of the year 01-04-2019

Cumulative Shareholding during year 31-03-2020

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 At the beginning of the year 1430000 17.65 1430000 17.65
Increase/(Decrease) during the year No change No change
At the end of the year 1430000 17.65 1430000 17.65
2 At the beginning of the year 387000 4.78 387000 4.78
Increase/(Decrease) during the year No change No change
At the end of the year 387000 4.78 387000 4.78
3 Gopikishan Arun Kumar Bhangadia
At the beginning of the year 105000 1.30 105000 1.30
Increase/(Decrease) during the year No change No change
At the end of the year 105000 1.30 105000 1.30
4 At the beginning of the year 120000 1.48 120000 1.48
Increase/(Decrease) during the year No change No change
At the end of the year 120000 1.48 120000 1.48
5 Arun Kumar Bhangadia
At the beginning of the year 1542200 19.04 1542200 19.04
Increase/(Decrease) during the year No change No change
At the end of the year 1542200 19.04 1542200 19.04
6 Arvind Kumar Bhangadia
At the beginning of the year 29900 0.37 29900 0.37
Increase/(Decrease) during the year No change No change
At the end of the year 29900 0.37 29900 0.37
7 Kantha Bhangadia
At the beginning of the year 177800 2.20 177800 2.20
Increase/(Decrease) during the year No change No change
At the end of the year 177800 2.20 177800 2.20
8 Kiran Bhangadia
At the beginning of the year 1349500 16.66 1349500 16.66
Increase/(Decrease) during the year No change No change
At the end of the year 1349500 16.66 1349500 16.66
9 Jyothi Bhangadia
At the beginning of the year 58000 0.72 58000 0.72
Increase/(Decrease) during the year No change No change
At the end of the year 58000 0.72 58000 0.72

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors Promoters and Holders of GDRs and ADRs):

Shareholding at the Beginning of the year

Shareholding at the end of the year

Sl. No. For Each of The Top 10 Shareholders No of Shares % of Shareholding No of Shares % of Shareholding
1. Mahaveer Infoway Limited 750000 9.26 750000 9.26
2.Jnd Eco Ventures Limited 270000 3.33 270000 3.33
3. Sarika Gaggar Investor Education 157773 1.95 157773 1.95
4. And Protection Fund Authority 135000 1.67 135000 1.67
5. Pannadevi Bhattar -- -- 99000 1.22
6. Pradip Babulal Barot 80000 0.99 80000 0.99
7. Private Limited 57133 0.71 57133 0.71
8. Kavita Sachin Mantri 43800 0.54 43800 0.54
9. Mohan Rao Bhousle 35500 0.44 35500 0.44
10. 34700 0.43 34700 0.43

E. Shareholding of Directors and Key Managerial Personnel;

Sl. No. Particulars

Shareholding at the beginning of the year 01-04-2019

Cumulative Shareholding during year

No. of shares % of total shares of the company No. of shares 31-03-2020 % of total shares of the company
1. Arun Kumar Bhangadia (Manging Director)
At the beginning of the year 1542200 19.04 1542200 19.04
Increase/(Decrease) during the year - -
At the end of the year 1542200 19.04 1542200 19.04
2. Arvind Kumar Bhangadia (Director)
At the beginning of the year 29900 0.37 29900 0.37
Increase/(Decrease) during the year - -
At the end of the year 29900 0.37 29900 0.37
3. Sarapu Sowjanya (Independent Director)
At the beginning of the year - - - -
Increase/(Decrease) during the year - -
At the end of the year - - - -
4. Sagar Rajendra Karwa (Independent
Director) - - - -
At the beginning of the year - - - -
Increase/(Decrease) during the year - -
At the end of the year - - - -
5. Natwarlal Ramgopal Modani (Independent Director) - - - -
At the beginning of the year - - - -
Increase/(Decrease) during the year - -
At the end of the year - - - -
6. Nishita Kalantri (Company Secretary) - - - -
At the beginning of the year - - - -
Increase/(Decrease) during the year - -
At the end of the year - - - -
7. - - - -
At the beginning of the year - - - -
Increase/(Decrease) during the year - -
At the end of the year - - - -

V. -Indebtedness of the Company including interest outstanding/accrued but not duefor payment.

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebted ness
Indebtedness at the beginning of the financial year
i) Principal Amount -- -- -- --
ii) Interest due but not paid -- -- -- --
iii) Interest accrued but not due -- -- -- --
Total (i+ii+iii) -- -- -- --
Change in Indebtedness during the financial year Addition -- -- -- --
* Reduction -- -- -- --
Net Change -- -- -- --
Indebtedness at the end of the financial year
i) Principal Amount -- -- -- --
ii) Interest due but not paid -- -- -- --
iii) Interest accrued but not due -- -- -- --
Total (i+ii+iii) -- -- -- --

V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

-A. REMUNERATION TO MANAGING DIRECTORS WHOLE THE DIRECTORD AND/OR MANAFER:

Sl. No. Particulars of Remuneration Managing Director/Wholetime Director/Manager/ Arun Kumar Bhangadia Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income tax act 1961 Rs. 1500000/- Rs.1500000/-
(b) Value of perqisites U/S 17(2) Income tax act -- --
(c) Profits in lieu of salary under section 17(3) Income-tax act -- --
2 Stock Option -- --
3 Sweat Equity -- --
4 Commission -as % of profit -- --
5 Others please specify -- --
Total (A) Rs. 1500000/- Rs.1500000/-
ceiling as per the act

Within the ceiling limits

B. REMUNERATION TO OTHER DIRECTORS

Name of Directors

S. No. Particulars of Remuneration Natwurlal Ramgopol Modani Sagar Rajendra Karwa Sarapu Sowjanya Arvind Kumar Bhnagadia Total Amount
1 Independent Directors
Fee for attending board committee meetings 12000 8000 13000 -- 33000
Commission -- -- -- -- --
Others -- -- -- -- --
Total (1) 12000 8000 13000 -- 33000
2 Other Non- Executive Directors
Fee for attending board committee meetings -- -- -- 8000 8000
Commission -- -- -- -- --
Others -- -- -- --
Total (2) -- -- -- 8000 8000
Total (B)=(1+2) 12000 8000 13000 8000 41000
Total Managerial 12000 8000 13000 8000 41000
Remuneration
Overall Ceiling as Per the act

Within the ceiling limits

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

S. No. Particulars of Remuneration Key Managerial Personnel Nishita Kalantri- Company Secretary Vani Manda - Chief Finance Officer Total
1 Gross salary
(a) Salary as per provisions
contained in section 17(1) of the Income-tax act 1961 Rs. 480000/- Rs. 415000/- Rs. 895000/-
(b) Value of perquisites u/s 17(2) Income- tax act 1961
(c) Profits in lieu of salary under section 17(3) Income- tax act 1961
2 Stock Option _ _
3 Sweat Equity
4 Commission
-as % of profit
Others specify...
5 Others please specify
Total Rs.480000/- Rs. 415000/- Rs.895000/-
A.
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil

.