Trio Mercantile & Trading Ltd.
Your Directors have pleasure in presenting their 17th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2019.
1. FINANCIAL RESULTS
(Rupees in Lakhs)
| ||For the year ended March 31 2019 ||For the year ended March 31 2018 |
|Total Income from Operations ||2939.23 ||3031.86 |
|Finance Cost ||11.01 ||11.58 |
|Depreciation ||1.04 ||1.04 |
|Profit before Taxation ||8.47 ||60.37 |
|Provisions for Taxes ||1.27 ||14.75 |
|Exceptional Items ||- ||- |
|Profit after Taxes ||7.20 ||45.61 |
|Balance brought forward ||974.02 ||928.41 |
|Prior Period Income ||- ||- |
|Appropriations ||- ||- |
|Profit carried to Balance Sheet ||981.22 ||974.02 |
|Earnings per share ||0.06 ||0.39 |
2. Brief description of the Company's working during the year/State of Company'saffair
During the year income from operations was ` 2939.23 lakhs compared to income fromoperations of ` 3031.86 lakhs during the previous financial year. The Profit was ` 8.47Lakhs as compared to profit of ` 60.37 Lakhs during the previous financial year.
The Directors do not recommend any Dividend for the Financial Year 2018-19.
Company does not propose to transfer any amount to the General Reserve. An Amount of
` 720122/- is proposed to be retained in the statement of Profit & Loss Account.
5. Share Capital
The paid up capital of the Company as on 31st March 2019 was ` 116462750. Duringthe year under review the Company has not issued shares with differential voting rightssweat equity shares and shares under Employees Stock Option Scheme.
6. Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Deepak Mehta Managing Director of the Company retire by rotation at theforthcoming Annual General Meeting and being eligible offer himself for reappointment.
Mr. Hiren Kothari ceased to be a Managing Director of the Company w.e.f. 18th April2019.
Mr. Deepak Mehta appointed as Managing Director of the Company w.e.f. 2nd May 2019.
Ms. Jigna Dani ceased to be a Chief Financial Officer of the Company and Mr. HirenKothari appointed as Chief Financial Officer of the Company w.e.f.2nd May 2019.
The Company has received declarations from the Independent Directors of the Companyconfirming that they meet criteria of independence as prescribed both under the act andSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
7. Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annual Report is annexed as(Annexure-I)
None of the employee was drawing remuneration in excess of the limits set out in the Interms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation may write to the Company at the registered office of the Company and the samewill be furnished on request.
During the year Six Board Meetings and Four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
9. Performance Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of Audit Nomination & Remuneration Committees.
The manner in which the evaluation has been carried out is explained as follows:-
The Independent Directors of the Company at their meeting (without the attendance ofNon-Independent Directors and members of management) reviewed the performance of theBoard as a whole and the Board Committee and also evaluated the performance ofNon-Independent Directors and the Board of the Company taking into account the views ofExecutive Directors and Non -Executive Directors and based on attendance record andintensity of participation at meetings quality of interventions special contributionsand interpersonal relationships with other Directors and management.
10. Remuneration Policy:
The policy of the Company on directors' appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of section 178 of the CompaniesAct2013 is available on our website athttp://www.triomercantile.com/download/Remmuneration%20Policy.pdf. There has been nochange in the policy since last fiscal. We affirm that the remuneration paid to thedirectors is as per the terms laid out in the Remuneration Policy of the Company.
Mr.Shrawan Kumar Roy Partner of SDA & Associates Chartered Accountants FirmRegistration No.120759W appointed as Statutory Auditor of the Company for a term of 5(five) consecutive years at the Annual General Meeting held on 29th September 2017.
12. Auditors' Report:
The auditor's Report does not contain any qualification. Notes to accounts Auditorsremarks in their report are self-explanatory and do not call for any further comments.
13. Secretarial Audit Report :
In terms of Section 204 of the Act and Rules made there under Shreya Shah CompanySecretary Practicing Company Secretary have been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as (Annexure II) to thisreport. The report is self-explanatory and our replies to the comments are as follows.
No Director was retired by rotation in 16th annual General Meeting held on 29thSeptember 2018 pursuant to section 152(6) of the Companies Act 2013 read with rulesframed there under as none of the director's office liable to retire by rotation at thattime. Except Mr. Hiren Kothari and Ms. Pallavi Kothari all remaining Directors wereAdditional Director whose appointment was subject to the approval of members and due toROC provision u/s 164 of the companies Act in respect of DIN status of other Directors theprovisions could not be complied with the provision of Companies Act 2013 as marked bySecretarial Auditor in her report.
Amended SEBI (Prohibition of Insider Trading) Regulations 2015 was effective fromApril 1st 2019 in which pursuant to Regulation 2A read with Regulation 9 ofSEBI (Prohibition of Insider Trading) Regulations 2015Every Company need to adopt (a)Code of Conduct to regulate monitor and report trading by its by Designated Persons/insiders; (b) Policy for Determination of Legitimate Purposes as a part of "Code ofFair Disclosures and Conduct"; and (c) Policy for procedure of inquiry in case ofleakage of Unpublished Price Sensitive Information (UPSI). Company has adopted the same inits Board meeting held on 6th May2019.
14. Vigil Mechanism/Whistle Blower Policy :
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. Agreement aVigil Mechanism/ Whistle Blower Policy for directors and employees to report genuineconcerns has been established. The Vigil Mechanism Policy/Whistle Blower Policy has beenuploaded on the website of the Company athttp://www.tricomercantile.com/download%5CWhistle%20Blower%20Policy.pdf.
15. Risk management policy
The Company has framed a Risk Management Policy to identify and access the key businessrisk areas and a risk mitigation process.
A detailed exercise is being carried out that the organization faces such as strategicfinancial credit market liquidity legal regulatory and other risks. The Boardperiodically reviews the risks and suggests steps to be taken to control and mitigate thesame through a properly defined framework.
16. Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as (Annexure III)
17. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.
There is no material changes and commitments affecting the financial position of theCompany which have occurred between the end of Financial Year of the Company to which theFinancial Statements relate the date of the report.
18. Adequacy of Internal Financial Controls :
The Company has adequate internal financial controls in place with reference tofinancial statements. These are continually reviewed by the Company to strengthen the samewherever required. The internal control systems are supplemented by internal audit carriedout by an Internal Auditor and Statutory Auditor and periodical review by management. TheAudit Committee of the Board addresses issues if any raised by both the InternalAuditors and the Statutory Auditors.
Your Company has neither accepted nor renewed any deposit within the meaning of Section73 and other applicable provisions if any of the Companies Act 2013 and the necessaryrules made there under during the year ended 31st March 2019.
20. Particulars of loans guarantees or investments under section 186:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
21. Particulars of contracts or arrangements with related parties:
All related party transactions done by the Company during the financial year were atarm's length and in ordinary course of business. All related party transactions wereplaced in the meetings of Audit Committee and the Board of Directors for their necessaryreview and approval. During the financial year your Company has not entered into anymaterial transaction (as per SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015) with any of its related parties which may have potential conflict withthe interest of the Company at large. Disclosure pursuant to Accounting Standards onrelated party transactions have been made in the notes to the Financial Statements. Toidentify and monitor significant related party transactions Company has also framed apolicy on the related party transactions and the same is available on the Company'swebsitehttp://www.triomercantile.com/download%5CRelated%20Party%20Transactions%20Policy.pdf
22. Corporate Governance Certificate:
The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in SEBI (Listing obligation and DisclosureRequirements) Regulation 2015 annexed with the report.
23. Management Discussion and Analysis:
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2019.
During the year Audit Committee comprises of Three Directors two of whom are NonExecutive and Independent Directors and one Director who is Promoter and ExecutiveDirector. All the Directors possess knowledge of corporate finance accounts and companylaw. An Independent Non Executive Director acts as Chairman of the Committee Meetings.
25. conservation of energy technology absorption and foreign exchange earnings andoutgo
The information as prescribed under Section 134(3) (m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 is as follows:
A. Conservation Of Energy:
The operations of your Company are not energy-intensive. However adequate measureshave been taken to ensure that there is optimum utilization of energy with no wastage asfar as possible.
B. Technology Absorption And Research & Development:
Your Company takes efforts to adapt latest technology and techniques which helps it tobe in competition.
C. Foreign exchange earnings and outgo - Nil
26. Human Resources
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide for the motivation of the employees.
27. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that-
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
28. Obligation of company under The Sexual Harassment of women at workplace(Prevention Prohibition and Redressal) Act 2013 :
There is no requirement of committee as per The Sexual Harassment of women at workplacePrevention Prohibition and Redressal Act 2013 (Act) and Rules made there under asemployees are below theresehold Limit.
An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.
|Registered Office: ||By Order of the ||Board |
|613/B Mangal Aarambh ||DEEPAK MEHTA ||BHADRESH SHAH |
|Kora Kendra Road Borivali (West) ||MANAGING DIRECTOR ||DIRECTOR |
|Mumbai - 400 092. || || |
|CIN : L51909MH2002PLC136975 || || |
|Place : Mumbai || || |
|Date : 31.08.2019 || || |
Statement of Disclosure of Remuneration
Statement of disclosure of remuneration under Section 197 of Companies Act 2013 andRule
5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014
Particulars of employees
The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenBelow :
1. The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2018-2019
|Executive Directors ||Total Remuneration ||Ratio to Median |
| || ||Remuneration |
|Hiren Kothari ||Nil ||Nil |
|Deepak Mehta ||300000 ||2.174 |
2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the Uploaded FinancialYear.
|Directors Chief Executive Officer ||% increase in remuneration |
|Chief Financial Officer and Company Secretary ||in the Financial Year |
|Deepak Mehta ||Nil |
|Megha Trivedi ||5% |
|Jigna Dani ||10% |
3. The percentage increase in the median remuneration of employees in the financialyear 2018-19 was NIL%.
4. The Company had 4 permanent employees on the rolls of company as on March 31 2019;
5. The average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out of thereare any exceptional circumstances for increase in the managerial remuneration; Nil
The Key parameters of remuneration availed is as per remuneration policy of the Company