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Trinity League India Ltd.

BSE: 531846 Sector: Financials
NSE: N.A. ISIN Code: INE884X01011
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NSE 05:30 | 01 Jan Trinity League India Ltd
OPEN 9.45
PREVIOUS CLOSE 9.45
VOLUME 12
52-Week high 13.53
52-Week low 6.97
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 9.45
Sell Qty 463.00
OPEN 9.45
CLOSE 9.45
VOLUME 12
52-Week high 13.53
52-Week low 6.97
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 9.45
Sell Qty 463.00

Trinity League India Ltd. (TRINITYLEAGUE) - Director Report

Company director report

To the Members

Your Directors have pleasure to present the 32nd Annual Report on the business andoperations of the Company and accounts for the financial year ended 31st March 2020.

FINANCIAL HIGHLIGHTS

A brief overview on Financial Performance for the Financial Year ended March 31 2020is as follows:

(Rs. In Hundreds)

Particulars Year Ended 31st March 2020 Year Ended 31st March 2019
Revenue from Operations 21820 84870
Other Income 17808 10240
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense 25114
Less: Depreciation 8466 8069
Profit /loss before Finance Costs Exceptional items and Tax Expense 17045
Less: Finance Costs 3800 3109
Profit /loss before Exceptional items and Tax Expense (18915) 13935
Add/(less): Exceptional items - -
Profit /loss before Tax Expense (18915) 13935
Less: Tax Expense (Current & Deferred) (419) 2505
Profit /loss for the year (1) (18496) 11430
Other Comprehensive Income/loss (2) 2295 265
Total (Comprehensive Income (1+2) (16201) 11695
Add: Balance B/F from the previous Year (239018) (250448)
Balance Profit / (Loss) C/F to the next year (257514) (239018)

DIVIDEND

To strengthen the financial position of the Company Board of Directors of the Companydid not recommend any dividend for the financial year 2019-2020

PUBLIC DEPOSITS

During the Financial Year your Company has not accepted any Deposit within the meaningof Section 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits)Rules 2014. Accordingly there is no unpaid deposit lying with the Company for the periodunder review.

RESERVES

The Company has not transferred any amount to reserves out of the profits for thefinancial year ended on 31st March 2020.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return as on 31st March 2020 in the prescribed form MGT-9 pursuantto the provisions of Section 92(3) of Companies Act 2013 and the Companies Management andAdministration) Rules 2014 is annexed herewith as Annexure-I and also available on thewebsite of the Company http://trinityasia.in

COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards issued under Section 118 of the Companies Act 2013have been complied with.

AUDITORS

M/s S. K. Mehta & Co. Chartered Accountants (FRN: 000478N) will continue asStatutory Auditors of the Company as per the provisions of Section 139 of the CompaniesAct 2013

The report given by the Auditors on the financial statements of the Company areself-explanatory and therefore do not call for any further comments or explanations.

The Auditors have not reported any fraud to the Company required to be disclosed underSection 143(12).

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 (1) of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s MohitSinghal & Associates Practicing Company secretaries were appointed as SecretarialAuditors of the Company to conduct the Secretarial Audit of the Company for the financialyear 2019-2020. The Secretarial Auditor Report submitted by them in prescribed form MR-3is attached as Annexure-II to this report.

The Secretarial Audit report does not contain any qualification reservation or adverseremark.

STATE OF COMPANY'S AFFAIRS

The principal business of the Company is to act as financial consultants managementconsultants and to provide advice services and consultancy in various fields. Howeverduring the year company has added another objective of monitor of agriculture insurancescheme and other related services. Multiple opportunities keep coming for itsconsideration and future outlook for the company is good.

INTERNAL AUDITOR

The Board of Directors had appointed M/s R. Mediratta & Associates CharteredAccountants as Internal Auditor of the company under section 139(1) of the Companies Act2013 for the F.Y. 2019-2020. The Company proposes to appoint them for the current FY i.e.2020-21 also.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company is duly constituted. None of the Directors of theCompany is disqualified under the provisions of Companies Act 2013.

As on 31st March 2020 the Board/KMP consisted of following:

Sr. No. Name of Directors/ KMPs
1. Mr. Devinder Kumar Jain (Managing Director)
2. Mrs. Madhulika Jain (Non-executive Director)
3. Mrs. Saloni Jain(Non-Executive Director)
4. Mr. Alok Sinha(Independent Director)
5. Mr. Ashok Kumar Chaturvedi (Independent Director)
6. Mr. Sukhwant Singh (Independent Director)
7. Mr. Shashank Chandhok (Independent Director)
8. Mr. Bakhshish Singh Rana (Chief Financial Officer)
9. Ms. Manisha Dhaniwala (Company Secretary)

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

Mrs. Madhulika Jain Director of the Company retires by rotation and being eligibleoffers herself for re-appointment at the ensuing Annual General Meeting (AGM).

Mr. Dharmender Kumar Company Secretary of the Company resigned w.e.f. 3rd February2020 and Ms. Manisha Dhaniwala was appointed as the Company Secretary of the Company onthe same date.

Mr. Ashok Kumar Chaturvedi resigned as an Independent Director from the Board ofDirectors of the Company with effect from 9th June 2020 due to his health issues.

Mr. Bakshish Singh Rana CFO of the Company ceased from the post w.e.f. 10th July 2020and Mr. Amit Kumar was appointed as the CFO of the Company on the same date.

Ms. Manisha Dhaniwala Company Secretary of the Company resigned w.e.f. 10th August2020 and Mr. Piyush Kumar Srivastava was appointed as the Company Secretary of the Companyon the same date.

There was no change in Managing Director Chief Financial Officer during the year2019-20 under review.

DECLARATIONS BY INDEPENDENT DIRECTOR

All the Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013and also Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and that they are not aware of any circumstances or situation whichexist or may be reasonably anticipated that could impair or impact their ability todischarge their duties with an objective independent judgment and without any externalinfluence. As on date all the Independent Directors on the Board of the Company haveregistered themselves on the Independent Directors' Databank.

CHANGE IN NATURE OF BUSINESS IF ANY

There has been no change in the nature of business of the Company during financial year2019-2020. The Company operates only in a single segment of Business and as such noseparate segment reporting is required.

CHANGES IN SHARE CAPITAL IF ANY

As on date the Authorised Share Capital of the company Rs. 250000000/- (RupeesTwenty Five Crore only) consisting of 25000000 (Two Crore Fifty Lakhs) Equity Shares ofRs.10/- (Rupees Ten) each.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued any shares/debentures as stated in Rule 12(9) of Companies(Share Capital and Debenture Rules 2014).

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares.

NUMBER OF BOARD MEETINGS

Nine Board Meetings were held during the Financial Year 2019-2020. The detailed Agendaand Notice for the Meetings was prepared and circulated in advance to the Directors withinthe prescribed time. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013.The dates of Board meeting were: 8th May 201911th July 2019 27th July 2019 17th August 2019 19th September 2019 27th September2019 11th November 2019 11th December 2019 and 17th January 2020.

Further details regarding the number of meetings attended by each director are asunder:

Name of the Director No of meetings attended
Mr. Devinder Kumar Jain 8
Mrs. Madhulika Jain 9
Mrs. Saloni Jain 9
Mr. Alok Sinha 1
Mr. Ashok Kumar Chaturvedi 2
Mr. Sukhwant Singh 9
Mr. Shashank Chandhok 7

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans guarantees or securities and investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the financialstatements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of the transactions entered into with related parties during thefinancial year ended 31st March 2020 which could be considered material in accordancewith the Policy of the Company on materiality of Related Party Transactions have been areset out in FORM AOC-2 in Annexure III. The Related Party Transaction Policy as approved bythe Board is available on the website of the Company.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments affecting the financial position of theCompany which have occurred between 31st March 2020 and the date of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:

a) Conservation of Energy:

i) The Steps taken or impact on conservation of Energy Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring improvement in maintenance and distribution systems and through improved operational techniques.
ii) The Steps taken by the Company for utilizing alternate source of energy Company has not taken any step for utilizing alternate sources of energy.
iii) The Capital Investment on energy conservation equipments Company has not made any capital investment on energy conservation equipments.

b) Technology Absorption:

i) The Efforts made towards technology absorption Updation of technology is a continuous process absorption implemented and adapted by the company for innovation.
ii) The benefit derived like product improvement cost reduction product development or import substitution The Company had been able to successfully indigenize the tooling to a large extent and successfully developed new products by virtue of technology absorption adaption and innovation
iii) In case of Imported technology (imported during the last three years reckoned from the beginning of the Financial Year)
a) Details of Technology Imported
b) The year of Import;
c) Whether the technology been fully absorbed Not applicable
d) If not fully absorbed areas where absorption has not taken place and the reasons thereof
iv) the expenditure incurred on Research and Development. NIL

c) Foreign Exchange Earnings/ Outgo:

i. Total Foreign exchange earned in terms of actual inflows during the Financial Year -NIL

ii. Total Foreign exchange earned in terms of actual outgo during the Financial Year-NIL

DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATES

During the financial year under review Agrotech Risk Private Limited became yourCompany's wholly owned subsidiary on 11th July 2019 and ceased to be a wholly ownedsubsidiary on 24th February 2020. As on 24th February 2020 Agrotech Risk Private Limitedbecame a joint venture of your Company. Form AOC-1 is attached to the FinancialStatements.

RISK MANAGEMENT POLICY

Risk Management is an integral part of the Company's business strategy. The Boardreviews compliance with risk policies monitors risk tolerance limits reviews andanalyzes risk exposure related to specific issues and provides oversight of risk acrossthe organization. The Board nurtures a healthy and independent risk management function toinculcate a strong risk management culture in the Company. Your Directors periodicallyreview the risk associated with the business or threatens the prospectus of the Company.The key policy is available on the website of the Companyhttp://trinityasia.in/policy/risk management policv.pdf.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL

There are no significant or material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference tofinancial statements commensurate with the size and nature of its operations.

RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

Your Company has not given any commission to its Managing Director for the financialyear 2019-2020.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The requirement of Corporate Social Responsibility in terms of Section 135 of theCompanies Act 2013 and the rules made thereunder is not applicable to the Company.

PARTICULARS OF EMPLOYEES

Particulars of employees as required in terms of the provisions of Section 197 of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 are set out in Annexure IV.

During the period under review the Company had no employee in the category specifiedunder Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. However the details of the top ten employees in terms ofremuneration forms part of this report. However in terms of provisions of Section 136 ofthe said Act the Report and Accounts are being sent to all the members of the Company andothers entitled thereto excluding the said details of employees. Any member interested inobtaining such particulars may write to the Company Secretary. The said information isalso available for inspection at the Registered Office/Corporate Office of the Companyduring working hours.

PREVENTION PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectas mandated under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013".

During the period under review no complaints were filed disposed of and no complaintswere pending as on the end of the financial year.

AUDIT COMMITTEE

The composition and the "Terms of Reference" of the Audit Committee are inline with the Section 177 of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. (Listing Regulations)

The Committee presently consists of three Directors out of which two are Non-executiveIndependent Directors and one is Executive Director. Six meetings of the Audit Committeewere held during the financial year 2019-2020 as detailed hereunder.

The dates of meeting were 8th May 2019 11th July 2019 27th July 2019 17th August2019 11th November 2019 and 17th January 2020. The names of the Members of the Committeeand their attendance at the Meetings are as follows:

S.No. Name of the Member Status No. of Meetings attended
1 Mr. Sukhwant Singh Chairman 6
2 Mr. Shashank Chandhok Member 5
3 Mr. Devinder Kumar Jain Member 5

The Company Secretary acts as the Secretary of the Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition and the "Terms of reference" of the Nomination andRemuneration Committee are in line with the Section 178 of Companies Act 2013 and ListingRegulations.

The Committee presently consists of three Directors out of which two are Non-executiveIndependent Directors and one is Non Executive Non - Independent Director. Four meetingsof the Nomination and Remuneration Committee were held during the financial year 2019-2020as detailed hereunder.

The dates of meeting were 8th May 2019 17th August 2019 11th November 2019 and 17thJanuary.2020.

The names of the Members of the Committee and their attendance at the Meetings are asfollows:

S.No. Name of the Member Status No. of Meetings attended
1 Mr. Sukhwant Singh Chairman 4
2 Mr. Shashank Chandhok Member 3
3 Mrs. Madhulika Jain Member 4

The Company Secretary acts as the Secretary of the Committee.

NOMINATION AND REMUNERATION POLICY

In adherence of section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company has framed a policy on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided u/s 178(3) based on the recommendations of the Nomination andRemuneration Committee. The broad parameters covered under the Policy are - CompanyPhilosophy Guiding Principles Nomination of Directors Remuneration of DirectorsNomination and Remuneration of the Key Managerial Personnel (Other than Managing/Whole-time Directors) Key-Executives and Senior Management and the Remuneration of OtherEmployees. The policy is available on the website of the Companyhttp://trinitvasia.in/policv/Nomination%20Policv.ndf.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Composition and the "Terms of Reference" of the Stakeholders RelationshipCommittee are in conformity with the provisions of Section 178 of the Companies Act 2013and Listing Regulations.

The Committee presently consists of three Directors out of which two are Non-executiveIndependent Directors and one is Executive

Director. Two meetings of the Stakeholders Relationship Committee were held during thefinancial year 2019-2020 as detailed hereunder.

The dates of meeting were 6th May 2019 and 11th November 2019

The names of the Members of the Committee and their attendance at the Meetings are asfollows:

S.No. Name of the Member Status No. of Meetings attended
1 Mr. Sukhwant Singh Chairman 2
2 Mr. Shashank Chandhok Member 2
3 Mr. Devinder Kumar Jain Member 2

Ms. Manisha Dhaniwala Company Secretary is the Compliance Officer w.e.f. 3rd February2020.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Section 177(9) of the Companies Act 2013 the Company isrequired to establish an effective vigil mechanism for Directors and employees to reportgenuine concerns. The Company as part of the ‘vigil mechanism' has in place a‘Whistle Blower Policy' to deal with instances of fraud and mismanagement if any.The Whistle Blower Policy has been placed on the website of the Company.

This vigil mechanism of the Company is overseen by the Audit Committee and providesadequate safeguard against victimization of employees and also provide direct access tothe Chairperson of the Audit Committee in exceptional circumstances.

During the year under review the Company did not receive any complaint. None of thepersonnel of your Company were denied access to the Audit Committee. The policy isavailable on the website of the Company.

COST AUDITOR AND THEIR REPORT

The provision of Cost Audit is not applicable to the Company.

PERFORMANCE EVALUATION

As required the Nomination and Remuneration Committee of Directors specified themanner for effective evaluation of performance of the Board its Committees and individualDirectors in accordance with the provisions of the Companies Act 2013 and the SEBIListing Regulations.

Accordingly the Board of Directors has made formal annual evaluation of its ownperformance and that of its committees and Individual Directors in accordance with themanner specified by the Nomination and Remuneration Committee of Directors.

Performance of the Board was evaluated after seeking inputs from all the Directors onthe basis of the criteria such as adequacy of its composition and structure effectivenessof board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as composition of committeesterms of reference of committees effectiveness of the committee meetings participationof the members of the committee in the meetings etc.

The Board and the Nomination and Remuneration Committee also carried out evaluation ofthe performance of individual directors on the basis of criteria such as attendance andeffective participation and contributions at the meetings of the Board and its committeesexercise of his/her duties with due & reasonable care skill and diligence etc.

In a separate meeting of the Independent Directors of the Company performance ofnon-independent directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnonexecutive directors of the Company. The Chairman of the Meeting of the IndependentDirectors apprised the Board about the evaluation carried by it and that the IndependentDirectors were satisfied in this regard.

CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governancepractices and is committed to transparency in all its dealings. As on 31st March 2020 thepaid up equity share capital and net worth of your Company are below Rs.10 crore and Rs.25crore respectively. Therefore by virtue of Regulation 15 of SEBI (Listing Obligation& Disclosure Requirements) Regulation 2015 the compliance with the CorporateGovernance and Para C D and E of Schedule V are not applicable to the Company. HenceCorporate Governance Report does not form part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to regulation 34 (2) (e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Management Discussion and Analysis Report is attached as"Annexure-V" to this report.

DIRECTOR'S 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. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. we have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that period;

c. we have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. we have prepared the annual accounts on a going concern basis;

e. we have laid down proper internal financial controls and that internal financialcontrols are adequate and operating effectively in the Company.

f. we have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

LISTING

Presently the Company's equity shares are listed on the BSE Ltd. The annual listing feefor the financial year 2020-21 has been paid to the aforesaid Stock Exchange.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge all stakeholders of the Company viz. financialinstitutions Government Authorities Customers members dealers vendors banks andother business partners for the excellent support received from them during the financialyear. Your Directors place on record their appreciation for employees executives staffand workers of the Company who have contributed to the growth and performance of theCompany.

BY ORDER OF THE BOARD FOR TRINITY LEAGUE INDIA LIMITED

Sd/- Sd/-
Date: 22.08.2020 Devinder Kumar Jain MadhulikaJain
Place: New Delhi Managing Director Director
DIN: 00437646 DIN:00437683
Address: A 56 Sector 39 Noida Address: -23 Mandakini Enclave
Gautam Buddha Nagar 201301 U.P Alaknanda GK-II New Delhi-110019

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