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Trio Mercantile & Trading Ltd.

BSE: 534755 Sector: Others
NSE: N.A. ISIN Code: INE234G01022
BSE 13:04 | 09 Dec 2.81 -0.05
(-1.75%)
OPEN

2.86

HIGH

3.00

LOW

2.61

NSE 05:30 | 01 Jan Trio Mercantile & Trading Ltd
OPEN 2.86
PREVIOUS CLOSE 2.86
VOLUME 189794
52-Week high 7.75
52-Week low 1.77
P/E 56.20
Mkt Cap.(Rs cr) 19
Buy Price 2.72
Buy Qty 506.00
Sell Price 2.81
Sell Qty 3167.00
OPEN 2.86
CLOSE 2.86
VOLUME 189794
52-Week high 7.75
52-Week low 1.77
P/E 56.20
Mkt Cap.(Rs cr) 19
Buy Price 2.72
Buy Qty 506.00
Sell Price 2.81
Sell Qty 3167.00

Trio Mercantile & Trading Ltd. (TRIOMERCTRAD) - Director Report

Company director report

To

The Members

Trio Mercantile & Trading Ltd.

Your Directors have pleasure in presenting their 18th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2020.

1. FINANCIAL RESULTS

(Rupees in Lakhs)
For the year ended March 31 2020 For the year ended March 31 2019
Total Income from Operations 1364.38 2939.23
Finance Cost 3.98 11.01
Depreciation 1.04 1.04
Profit before Taxation 52.13 8.47
Provisions for Taxes 16.69 1.27
Exceptional Items - -
Profit after Taxes 35.44 7.20
Balance brought forward 188.30 187.58
Prior Period - -6.48
Earlier Year taxes -9.95 -
Profit carried to Balance Sheet 213.79 188.34
Earnings per share 0.30 0.06

2. Brief description of the Company's working during the year/State of Company's affair

During the yearincome from operations was Rs.1364.38 lakhs compared to income fromoperations of Rs.2939.23 lakhs during the previous financial year. The Profit was Rs.52.13Lakhs as compared to profitof Rs.8.47 Lakhs during the previous financial year.

3. Dividend

The Directors do not recommend any Dividend for the Financial Year 2019-20.

4. Reserves

Company does not propose to transfer any amount to the General Reserve. An Amount ofRs.3543804/- 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 2020 was Rs.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 Directorof the Company retire by rotation at theforthcoming Annual General Meeting and being eligible offer himself for reappointment.

The Board of Directors has Appointed Mr. Paresh Vora and Mrs. Kavita Vora as anAdditional Director who holds office up to the ensuing AGM; and The Board of Directors onthe recommendation of the Nomination and Remuneration Committee commends their appointmentat the ensuing AGM.

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.

8. Meetings

During the year Ten 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.

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 ofNonIndependent Directors and members of management) reviewed the performance of the Boardas a whole and the Board Committee and also evaluated the performance of Non-IndependentDirectors and the Board of the Company taking into account the views of ExecutiveDirectors and Non -Executive Directors and based on attendance record and intensity ofparticipation at meetings quality of interventions special contributions andinterpersonal 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.

11. Auditor and Auditors' Report Statutory Auditors

The members of the Company at 15th Annual General Meeting held on 29th September 2017has approved the appointment of M/s SDA & Associates Chartered Accountants havingFRN.: 120759W as the Statutory Auditors of the Company for a term of five years. M/s SDA& Associates Chartered Accountants having FRN.: 120759W has tender their resignationas the Statutory Auditors of the Company expressing their inability due to constraint ofmanpower for the Audit due to COVID 19 Pandemic resulting in a casual vacancy in theoffice of the Auditors of the Company w.e.f. September 18 2020 as per section 139(8) ofthe Companies Act 2013.

In accordance with aforesaid provisions of the Act the casual vacancy caused by theresignation of the Statutory Auditors Consultancy is filled by the Board on October 292020 by appointment of new statutory Auditors.

Accordingly based on the recommendation of the Audit Committee and confirmationreceived from M/s Bilimoria Mehta & Co. Chartered Accountants (FRN 101490W) the Boardof Directors recommends the appointment M/s Bilimoria Mehta & Co. CharteredAc-countants (FRN 101490W) as the Statutory Auditors of the Company:

a) To fill the casual vacancy caused by the resignation of M/s SDA & AssociatesChartered Accountants having FRN.: 120759W and to hold the office of the StatutoryAuditors upto the conclusion of this Annual General Meeting and

b) for a period of 5 (five) years from the conclusion of 26th Annual General Meetingtill the conclusion of 31st Annual General Meeting of the Company.

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.

INTERNAL AUDITORS Pursuant to the provisions of Section 138 of the Companies Act 2013and rules made there under the Board has appointed MEENAKSHI MANISH JAIN &ASSOCIATES (Firm Registration No. 145031W) as Internal Auditors.

INTERNAL FINANCIAL CONTROLS Your Company has in place adequate internal financialcontrols commensurate with the size scale and complexity of its operations. During theyear such controls were tested and no reportable material weakness in the design oroperation was observed. The Company has appointed an external professional firm asInternal Auditor. The Internal Audit of the Company is regularly carried out to review theinternal control systems and processes. The internal audit reports along withimplementation and recommendations contained therein are periodically reviewed by theAudit Committee of the Board.

Secretarial Audit Report :

In terms of Section 204 of the Act and Rules made there under Shreya Shah CompanySecretaries Practicing Company Secretary have been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure II to this report.The remarks in the secretarial audit report are self-explanatory and do not require anyfurther clarification and delays caused in compliances as pointed out has been duly takencare of

12. 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/ Whistler Bowler Policy for directors and employees to report genuineconcerns has been established. The Vigil Mechanism Policy/Whistler Bowler Policy has beenuploaded on the website of the Company athttp://www.tricomercantile.com/download%5CWhistle%20Blower%20Policy.pdf

13. 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 excise 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.

14. 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)

15. 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 whichtheFinancial Statements relate the date of the report.

16. 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.

17. Deposits

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 2020.

18. 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.

19. 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

20. 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.

21. Management Discussion and Analysis:

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2020.

22. Disclosures:

Audit Committee:

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.

23. 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

24. 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.

25. 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.

26. 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 Workplace(Prevention Prohibition &Redressal) Act 2013 ('Act') and Rules made there - under asemployees are below the threshold limit

27. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

By Order of the Board

DEEPAK MEHTA BHADRESH SHAH
MANAGING DIRECTOR DIRECTOR
Registered Office: (DIN : 00046696) (DIN : 08028036)
613/B Mangal Aarambh
Kora Kendra Road Borivali (West)
Mumbai - 400 092.
CIN : L51909MH2002PLC136975
Place : Mumbai
Date : 03.12.2020

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