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Triton Corp. Ltd.

BSE: 523387 Sector: IT
NSE: N.A. ISIN Code: INE982C01033
BSE 00:00 | 11 Mar Triton Corp. Ltd
NSE 05:30 | 01 Jan Triton Corp. Ltd
OPEN 0.19
PREVIOUS CLOSE 0.19
VOLUME 15000
52-Week high 0.21
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.19
Buy Qty 925.00
Sell Price 0.19
Sell Qty 5450.00
OPEN 0.19
CLOSE 0.19
VOLUME 15000
52-Week high 0.21
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.19
Buy Qty 925.00
Sell Price 0.19
Sell Qty 5450.00

Triton Corp. Ltd. (TRITONCORP) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 29th Annual Report along with thestandalone and consolidated summary financial statements for the financial year endedMarch 31 2019.

FINANCIAL HIGHLIGHTS

Audited Financials Results – Standalone

(Rs. in Lakh)

Particulars Year ended 31 March 2019 Year ended 31 March 2018
Net Sales/Income from Operations
Other Income 0.81 656.76
Total Income 0.81 656.76
Total Expenses 17.06 23.86
Exceptional Items (Sundry Balances and bad and doubtful debts written off after adjusting sundry credit balance written back) 775.22 642.36
Profit /(Loss) Before Taxation (791.47) (9.46)
Provision for Tax
Profit /(Loss) After Taxation (791.47) (9.46)
Surplus / (Deficit) carried to Balance Sheet (791.47) (9.46)
Earning Per Share (0.396) (0.005)

Audited Financials Results – Consolidated

(Rs. in Lakh)

Particulars Year ended 31 March 2019 Year ended 31 March 2018
Net Sales/Income from Operations
Other Income 0.81 656.76
Total Income 0.81 656.76
Total Expenses 17.70 24.63
Exceptional Items (Sundry Balances and bad and doubtful debts written off after adjusting sundry credit balance written back) 988.19 642.36
Profit / Loss Before Taxation (1005.07) (10.23)
Provision for Tax
Profit / Loss After Taxation and before Minority Interest (1005.07) (10.23)
Profit / Loss After Taxation and after Minority Interest (1005.07) (10.23)
Earning Per Share (0.005) (0.487)

OPERATIONS

From the most of the years IT and ITES operations of the Company continued to besuspended due to ongoing Global Crisis and unfavorable market conditions. Non recovery ofBook Debts also resulted in defaults in repayment of loans to the Banks who haveclassified our account as NPA and have initiated steps for recovery of their dues.Further company get sanctioned from ARCIL for OTS and made Full & Final payment madeto ARCIL and "No Dues Certificate" also have been received vide their letterdated 19.02.2019 and Profit in decreases in bank liabilities due to OTS directly transferto

Reserve & Surplus. Bank of India has sanctioned the combined One Time Settlement(OTS) for company and its subsidiary (i.e Maple e-solution Limited) vide letter dated08.03.2018 and the same full paid up in 23 April’2019 and received the "No DuesCertificate" dated 04 May’2019 hence liability adjusted accordingly during theyear profit in decreases in bank liabilities directly transfer to Reserve &

Surplus.

CAPITAL STRUCTURE

During the current year there is no change in the Authorised and Paid up Share Capitalof the Company. Company has not received any additional Capital .Total Paid up ShareCapital of the Company as on 31st March 2019 is Rs. 199889650/-.

DIVIDEND

In view of financial losses of the Company during 2018-2019 Your Directors do notrecommended any dividend for the financial

2018-2019.

RESERVE

The Board of Directors of the Company does not propose any amount to carry toanyreservefor the financial year ended March 31

2019.

PUBLIC DEPOSITS

The Company has not accepted / invited any public deposits during the period underreview and hence provisions of Section 73 of the Companies Act 2013 is not applicable.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance.Your Directors adhere to the requirements set out by the Securities and Exchange Board ofIndia’s Corporate Governance practices and have implemented all the stipulationsprescribed.

The detailed Corporate Governance Report forms part of this Director’s Report vide"Annexure-I".

CONSOLIDATED FINANCIAL STATEMENTS

The Financial Statement of the Company for the Financial Year 2018-19 are prepared incompliance with the applicable provisions of the Act Indian Accounting Standards (Ind AS)101 First Time adoption of the Indian Accounting Standards notified under the

Companies (Indian Accounting Standards) Rules 2015 and as prescribes by SEBI (ListingObligations and Disclosure Requirements)

Regulations 2015. The Financial Statement has prepared on the basis of the auditedfinancial statement of the Company as approved by their respective Board of Directors.

Pursuant to the provisions of Section 136 of the Companies Act 2013 the FinancialStatements of the Company the Consolidated Financial Statements along with all relevantdocuments and Auditors Report thereon form part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion and Analysis relating to business andeconomic environment surrounding your Company have been appended to this report in termsof the Listing Agreement and marked as "Annexure II".

Particulars of Employees

None of the Employees of the Company draws remuneration exceeding the limits prescribedunder Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 read with Section 197 of the Companies Act 2013 hence the statement required underthe said is not required to be annexed.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINACIAL POSITION OF THE COMPANY

No material changes have occurred and commitments made affecting the FinancialPosition of the Company between the end of the financial year of the company and the dateof this report.

VIGIL MECHANISM

The Company has a Vigil mechanism and Whistle blower policy under which the employeesare free to report violations of applicable laws and regulations and the Code of Conductunder the supervision of Audit Committee. During the year under review no report relatedto the violation received.

ANNUAL ACCOUNTS OF SUBSIDIARY COMPANY

Your Company has one Subsidiary Company namely Maple eSolutions Limited in which yourCompany holds 99.99% of shareholding. As per the provisions of Sec 129 (3) of theCompanies Act 2013 read with rule 5 of the Companies (Accounts) Rules 2014 a separatestatement containing salient features of financial statements of subsidiary has beenattached with Consolidated Financial Statements for the year 2018-19 and the performanceand financial position of the Subsidiary Company is annexed in Form AOC-1 and enclosed as "AnnexureIII".

The Consolidated Financial Statements have been presented in the Annual Report.

STATUTORY AUDITORS

The Company at its Twenty Ninth AGM held on 30th September 2019 appointed M/s AAAChartered Accountants Delhi having Firm Registration No. 08113C allotted by TheInstitute of Chartered Accountants of India as Statutory Auditors of the Company to holdoffice from the conclusion of the said AGM until the conclusion of Annual General Meetingfor financial year 2023-24 subject to ratification at every AGM. The Company has obtainednecessary certificate under Section 141 of the Companies Act 2013 from them conveyingtheir eligibility for being statutory auditors of the Company.

AUDITORS’ REPORT

The observations/qualifications of the Auditors in the Auditors Report are explainedand clarified wherever necessary in the appropriate

Notes to the Accounts.

SECRETARIAL AUDITORS

M/s Datt Ganesh & Associates Company Secretaries have been appointed asSecretarial Auditor of the Company for the financial year 2018-19 in line with theprovisions of Section 204 of the Companies Act 2013. The Report of Secretarial Auditor(Form MR-3) for the Financial Year 2018-19 is annexed vides "Annexure IV".

PREVENTION OF INSIDER TRADING:

In compliance with the provisions of Securities Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 the Board has adopted a code of conduct and code ofpractices and procedures for fair disclosure of unpublished price sensitive information topreserve the confidentiality of price sensitive information to prevent misuse thereof andregulate trading by designated persons. The code of practices and procedures for fairdisclosure of unpublished price sensitive information is also available on theCompany’s website.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As our company has 4 directors out of which one is Managing Director whose tenure isfixed and not liable to retire by rotation 2 independent directors who are not liable toretire by rotation as per companies Act 2013 so Mr. Sudhish Kumar Rastogi Director ofthe Company again retires by rotation and being eligible offer himself for re-appointment.Your Director recommends his reappointment. Appointment of Mr. Sudhish Kumar Rastogi is incompliance with the provisions of Section 164(2) of the Companies Act 2013. Pursuant tothe provisions of Section 149 and other applicable provisions of the Companies Act 2013with respect to appointment and tenure of the Independent Directors which came into effectfrom April 1 2014 the Independent Directors shall be appointed for not more than twoterms of five years each and shall not be liable to retire by rotation. The Term shall beeffective prospectively

Mr. Bharat Singh Bisht and Mr. Tushar Rastogi Independent Director of the Company arehaving a independent capacity in the management.

Following are the Key Managerial Personnel of the Company under the provisions ofSection 203 of the Companies Act 2013.

S. No Name Designation
1. Sheetal Jain Managing Director
2. Rajeev Kumar Gupta Chief Financial Officer Company Secretary
3. Kirti Verma (Resigned on 09th April 2018)

NUMBER OF MEETINGS OF THE BOARD

During the period commencing from 1st April 2018 and ending on 31st March 2019 theboard of directors of your company met on the following dates on 30th May 2018 14thAugust2018 29th August2018 5th October201814th November20182nd January2019 12thFebruary2019.

RISK MANAGEMENT

The Company has a Risk Management process which provides an integrated approach formanaging the risks in various aspects of the business.

PARTICULARS OF LOANS INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF COMPANIES ACT2013

During the year under review the Company has not advanced any loans/ given guarantees/made investments covered under the provisions of Section 186 of the Companies Act 2013hence the said provision is not applicable.

RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF COMPANIES ACT 2013

No related party transaction has been entered into by the Company during the periodunder review.

AUDIT COMMITTEE UNDER SECTION 177 OF COMPANIES ACT 2013

As per the provisions of Section 177 of the Companies Act 2013 the Company is havingthe Audit Committee to oversee internal audit and control procedures final accounts andreporting process. The committee comprises of three Non Executive Directors.

NOMINATION AND REMUNERATION COMMITTEE UNDER SECTION 178 OF COMPANIES ACT 2013

As per section 178 of the Companies Act 2013 and rules made there under Company ishaving the Nomination and Remuneration Committee to look after the appointmentresignations and cessation of the employees of the Company and their remuneration.Nomination and Remuneration Committee comprises of three Non Executive Directors whichrecommend in the Board policy relating to remuneration of Directors Key ManagerialPersonnel and other employees.

STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance of Section 178 of the Companies Act 2013 along with rules made thereunder Company is having the Stakeholders’ Relationship Committee by the Board ofDirectors to consider and resolve the grievances of security holders of the Company. TheCommittee comprises of one Independent Director one Executive director and one Non-Executive Director.

DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHOBITIONAND REDRESSAL) ACT 2013

The Company has a policy on prohibition prevention and redressal of Sexual Harassmentof women at workplace and matters connected there with or incidental there to covering allthe aspects as contained under "The Sexual Harassment of women at workplace

(Prohibition Prevention and Redressal) Act 2013".

During the Financial Year 2018-19 no complaint was received under the policy.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with its size scale andcomplexity of its operations. Audit Committee reviews internal audit reports and overseesthe internal control system of the Company.

REMUNERATION POLICY

The detailed Nomination and Remuneration Policy of the Company is posted on the websiteof the Company at www.tritoncorp.in

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act 2013 with respect of Directors’responsibility it is hereby confirmed

I. That in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

II. That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period;

III. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

IV. That the directors had prepared the annual accounts on a going concern basis.

V. The directors have laid down internal financial controls to be followed adequate andwere operating effectively.

VI. The directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under

Section 149(6) of the Companies Act 2013 and SEBI (LODR) Regulations 2015.

INTERNAL AUDITOR

The Company has appointed Mr. Sohan Lal Chartered Accountant Proprietor with S. Lal& Co. as an Internal Auditor of the Company for the FY 2018-19 who has conductinternal audit of the Company.

REPORTING OF FRAUD BY AUDITORS:

During the year under review neither the statutory auditors nor the secretarialauditors has reported to the audit committee under

Section 143(12) of the Companies Act 2013 any instances of fraud committed againstthe Company by its officers or employees the details of which would need to be mentionedin the Board’s Report.

DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

During the year under review no company became Subsidiary/Joint Venture/Associate ofthe Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALIMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no such significant and / or material orders passed by the Regulators orCourts or Tribunal impacting status and Company’s future.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of Companies Act 2013 the Company doesn’t have workingstatus. Therefore it is not required to constitute a CSR Committee.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

The particulars relating to conservation of energy and technology absorption read withthe Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules1988 is enclosed herewith as Annexure-V.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 extract of annualreturn in Form MGT-9 is enclosed herewith as Annexure-VI.

STOCK EXCHANGE LISTING:

The Equity Shares of your Company are listed at: I. The Stock Exchange Mumbai.(BSE);

II. The Calcutta Stock Exchange (Applied for the delisting of security)

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) applicable to allthe employees and Non-executive Directors including Independent Directors. The Code isapplicable to Non-executive Directors including Independent Directors to such extent asmay be applicable to them depending on their roles and responsibilities. The Code givesguidance and support needed for ethical conduct of business and compliance of law. TheCode has been circulated to Directors and Management Personnel and its compliance isaffirmed by them annually. A declaration signed by the Company’s Directors ispublished in this Report.

APPRECIATION & ACKNOWLEDGEMENT:

Your Directors appreciate the valuable co-operation extended by the Company’sBankers monitoring agency & other Central and State Government departments for theircontinued support. Your Directors place on record their wholehearted appreciation of yourCompany’s employees at all levels. Your Directors also acknowledge with gratitude thebacking of its shareholders.

By order of the Board of Directors
For Triton Corp Limited
Sd/- Sd/-
Sheetal Jain Sudhish Kumar Rastogi
Date: 29.05.2019 (Managing Director) (Director)
Place: New Delhi DIN: 00269470 DIN: 00688082