TRINITY LEAGUE INDIA LIMITED
Your Directors have pleasure to present the 29th Annual Report on thebusiness and operations of the Company and accounts for the financial year ended 31stMarch 2017.
FINANCIAL HIGHLIGHTS (STANDALONE)
(Rs. In Lakhs)
| ||Year Ended 31st March ||Year Ended 31st March |
| ||2017 ||2016 |
|Turnover ||1470000 ||5005000 |
|Profit/(Loss) before tax || || |
| ||(854985) ||1465459 |
|Less: Tax Expense ||(48155) ||271695 |
|Profit/(Loss) after tax || || |
| ||(806830) ||1193764 |
|Add: Balance B/F from the previous Year || || |
| ||(29294036) ||(30487800) |
|Balance Profit / (Loss) C/F to the next year || || |
| ||(30100866) ||(29294036) |
The Board of Directors of the Company do not recommend any dividend for the financialyear ended 31st March 2017.
During the year under review your Company did not accept deposits covered underChapter V of the Companies Act 2013.
The Company has not transferred any amount to reserves out of the profits for thefinancial year ended on 31st March 2017.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return for the Financial Year 2016-17 in Form MGT-9 is enclosedas Annexure I to this report.
M/s Sadana & Co. Chartered Accountants were appointed as Statutory Auditors of theCompany by the Members at the 28th Annual General Meeting of the Company tohold office till the conclusion of the Thirty Second Annual General Meeting of theCompany. As per the provisions of Section 139 of the Companies Act 2013 the appointmentof Auditors is required to be ratified by members at every subsequent Annual GeneralMeeting. Resolution for the said ratification is being moved at the ensuing Annual GeneralMeeting.
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).
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s Mohit Singhal & Associates Company Secretaries forconducting secretarial audit of the Company for the financial year 2017-18. TheSecretarial Audit
Report (Form MR-3) issued by the aforesaid Secretarial Auditors is annexed herewith as Annexure-IIforming part of this Report.
The responses of your Directors on the observations made by the Secretarial Auditor areas follows:-
Response to Point (1)
The company and its management is law abiding entity and have prepared all its reportin full compliance of the Companies Act 2013. However due to some unforeseen issuecertain omission has taken place in Director Report and Board has already taken record ofthe same and the Management is hopeful and committed to their level best to streamline thesame in future.
Response to Point (2)
Your Company made an investment in M/s Trinity Industries Limited by acquiring the50000/- equity Shares after taking the required approval from the Board. However due torecent frequent movement in the staff filling the MGT 14 got delayed. Management hasalready taken necessary step to rectify the same and ensures to take care in future.
Response to Point (3)
Your Company and its management is law abiding Company. As per initial proposal it wasdecided to fulfill the necessary formalities in regard to appointment of Mr. Ashok KumarChaturvedi as Independent Director however the same got delayed. The management hasassured to fulfill the compliances in respect of Mr. Ashok Kumar Chaturvedi in the ensuingAnnual General Meeting of the Company.
Besides this there was not material non-compliance under the Companies Act 2013during the Financial Year ended on 31.03.2017.
STATE OF COMPANY'S AFFAIRS
The company is at the starting phase of growth and multiple opportunities keep comingfor its consideration and future outlook for the company is good.
Company has appointed M/s R. Mediratta & Associates Chartered Accountants asInternal Auditor of the company under section 139(1) of the Companies Act 2013 from F.Y.2017-18.
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 31stMarch 2017 the Board/KMP consisted of following:
|S.No. ||Name of Directors/ KMPs |
|1. ||Devinder Kumar Jain |
|2. ||Saloni Jain |
|3. ||Sabihuddin Zafar |
|4. ||Alok Sinha |
|5. ||Ashok Kumar Chaturvedi |
|6. ||Ashish Harbola |
|7. ||Gaurav Tomar |
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR
All the Independent Directors have submitted declarations that they meet the criteriaof independence as provided under Section 149 of the Companies Act 2013 and theSecurities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations 2015 ("Listing Regulations").
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.
CHANGE IN NATURE OF BUSINESS IF ANY
The Board is not considering any new business or to change the existing businessactivities of the company.
CHANGES IN SHARE CAPITAL IF ANY
During the Financial Year 2016-17 there were no changes in the share capital of theCompany.
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
The Board met 10 times during the Financial Year. The dates of Board meeting are19-Apr-16 12-May-16 1-Jun-16 03-Aug-16 30-Aug-16 1-Oct-16 02-Nov-16 6-Jan-1724-Jan-17 and 28-March-17. Further details regarding the number of meetings attended byeach director are as under:
|Name of the Director ||No of meetings attended |
|Mr. Devinder Kumar Jain ||10 |
|Mrs. Saloni Jain ||9 |
|Mr. Sabihuddin Zafar ||7 |
|Mr. Alok Sinha ||3 |
|Mr. Ashok Kumar Chaturvedi ||4 |
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of loans given and investments made covered under the provisions of Section 186of the Companies Act 2013 are given below:
Details of Loan: During the FY 2016-17 the Company has not taken any Loans
|S. No ||Date of Making Loan ||Details of Amount Borrower ||Purpose for Time which loan is period for to be utilized which it by the is given recipient ||Date of Date of Rate of Security BR SR (if interest reqd) |
| || || ||NIL || |
Details of Investment: Following is the details of Investment made by the Companyduring the FY 2016-17
|S. No ||Date of Investment ||Details of Investee ||Amount ||Purpose for which proceeds from investment is proposed to be utilized by the recipient ||Date of BR Date of SR (if reqd) ||Expected rate of return |
|1. ||7-Feb- 2017 ||Purchase of 50000 Equity Shares of Trinity Industries Limited ||500000 ||In its main business activity i.e. Trading of food items ||24-Jan-17 NA ||NIL |
Details of Guarantee/Security Provided: During the FY 2016-17 the Company has notprovided any Guarantees
|S. No ||Date of providing security / guarantee ||Details of recipient ||Amount ||Purpose for which the proceeds from investment is proposed to be utilized by the recipient ||Date of Date of BR SR (if reqd) ||Expected rate of return |
| || || || ||NIL || || |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has not entered into any contracts or arrangements with the related partyreferred in Section 188(1) of the Companies Act 2013 for the Financial Year 2016-17.
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 2017 and the date of thisreport.
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:
In view of the nature of the activities carried out by the Company the disclosure ofparticulars with respect to conservation of energy pursuant to Section 134(3)(m) of theCompanies Act 2013 are not applicable to the Company. However the Company has made besteffort and adopted all relevant measures for conservation of energy.
b) Technology Absorption:
In view of the nature of the activities carried out by the Company the disclosure ofparticulars with respect to technology absorption pursuant to Section 134(3)(m) of theCompanies Act 2013 is not applicable for the current period.
c) Foreign Exchange Earnings/ Outgo: i. Total Foreign exchange earned in terms ofactual inflows during the Financial Year NIL ii. Total Foreign exchange earned in terms ofactual outgo during the Financial Year - NIL
DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES
The Company does not any Subsidiary Joint Venture or Associate Company.
RISK MANAGEMENT POLICY
Your Company has formulated and adopted a Comprehensive Risk Management Policy whichcovers a formalised Risk Management Structure alongwith other aspects of Risk Management.The Risk Management Committee of the Board on periodic basis oversees the riskmanagement systems processes and minimization procedures of the Company.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR
1. Mrs. Simran Chawla has resigned from the post of Company Secretary and ComplianceOfficer w.e.f. 19th April 2016 and Ms. Disha Maheshwari has been appointed asher replacement as a Company Secretary on 19th April 2016.
2. Mr. Devinder Kumar Jain has been re-appointed as Managing Director for a term offive years in its Annual General Meeting held on 27th Sep 2016.
3. Mrs. Saloni Jain has been appointed as a women cum Independent Director in Company'sAnnual General Meeting held on 27th Sep 2016.
4. Mr. Alok Sinha has been appointed as a Independent Director in Company's AnnualGeneral Meeting held on 27th Sep 2016.
5. Mr. Ashish Harbola was appointed as a Chief Financial Officer of the Company w.e.f.01.10.2016.
6. Mrs. Disha Maheshwari has resigned from the post of Company Secretary and ComplianceOfficer w.e.f. 28th march 2017 and Mr. Gaurav Tomar has been appointed as herreplacement as a Company Secretary and Compliance officer on 28th March 2017.
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 / Whole-Time Director.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The provisions of Section 135 of the Companies Act relating to Corporate SocialResponsibility and related rules are not applicable to the Company.
During the year under review no employees whether employed for the whole or part ofthe year was drawing remuneration exceeding the limits as laid down u/s Section 197(12)of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
Hence the details required under Section 197(12) are not required to be given.
PREVENTION PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on Prevention Prohibition & Redressal of SexualHarassment of Women at Workplace and an Internal Complaints Committee (ICC) has beenconstituted thereunder. The primary objective of the said Policy is to protect the womenemployees from sexual harassment at the place of work and also provides for punishment incase of false and malicious representations. All employees (permanent contractualtemporary trainees) are covered under this policy.
The audit committee has met and reviewed the financial statements for the financialyear ended 31.03.2017 and has not given any adverse observations. It has also recommendedthe ratification of appointment of M/s Sadana & Co. Chartered Accountants asstatutory auditors of the Company. Mr. Sabihuddin Zafar Mr. Ashok Kumar Chaturvedi andMr. Devinder Kumar Jain are the members of the audit committee.
The Remuneration Policy of the Company including criterion for determiningqualifications positive attributes independence of Directors and other matters asprescribed under Section 178 of the Companies Act 2013 and Listing Regulations is annexedto this Report as Annexure III. STATEMENT INDICATING FORMAL ANNUAL EVALUATION
A statement indicating the manner in which formal annual evaluation has been made bythe Board of its own performance and that of its committees and individual directors arespecified in Nomination and Remuneration Policy which is annexed as Annexure-III.CORPORATE GOVERNANCE
As per Regulation 27(2) under SEBI Regulation 2015 LODR Management discussion &Analysis Report and Corporate Governance Report are annexed as Annexure IV and AnnexureV & form part of the Director's Report.
REPORT UNDER THE PREVENTION ON SEXUAL HARASSMENT ACT 2013
There were no complaints reported under the Prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
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 VI and VII.
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 haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the loss of the Companyfor that period; c. we have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother 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 financial controlsare adequate and operating effectively in the Company. f. we have devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
Presently the Company's equity shares are listed on the Bombay Stock Exchange Ltd.(BSE). Your Company is regular in paying listing fees to BSE.
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.
The Company operates only in a single segment of Business and as such no separatesegment reporting is required.
| || ||BY ORDER OF THE BOARD |
| || ||FOR TRINITY LEAGUE INDIA LIMITED |
| ||Sd/- ||Sd/- |
|Date: 24.05.2017 ||(Devinder Kumar Jain) ||(Saloni Jain) |
|Place: New Delhi ||Chairman & Managing Director ||Director |
| ||DIN: 00437646 ||DIN: 03052091 |
| ||Address: A-23 Mandakini Enclave ||Address: A-56 SECTOR-39 |
| ||Alaknanda GK-II New Delhi-110019 ||Noida- 201301 |