Your Directors are elated in presenting the 33rd Annual Report of theCompany along with the Audited Statement of Accounts for the year ended as on 31st March2018.
2. HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)
| || ||(Amount in Rs) |
|Particulars ||Current Financial Year ||Previous Financial Year |
| ||(2017-2018) ||(2016-2017) |
|Net Profit/(Loss)Before Depreciation and Tax ||20866 ||100744 |
|Depreciation ||Nil ||Nil |
|Profit /(Loss) before Tax ||20866 ||100744 |
|Provision for Tax ||5389 ||31130 |
|Profit/ (loss) after Tax ||15477 ||69614 |
|Balance Brought forward ||3469853 ||3400240 |
|Balance Carried to Balance Sheet ||3431966 ||3469853 |
3. BUSINESS OVERVIEW
The Company is involved in the into the business of trading of textiles. The company isplanning for expansion of its business. The company wishes to expand and grow its businessin imports exports and manufacturing unit also.The Net profit of the Company hasdecreased from Rs. 69614/- to Rs. 15477/-. The Company's policy of management hasprovided cushion effect to the adversities of the market on the performance of Company.
Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and with a view to conserve the resources they do not recommend any dividendfor the year ended 31st March 2018.
5. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable.
6. STATUTORY AUDITORS
M/s. Jain Anil and Associates Chartered Accountants Mumbai with (Firm RegistrationNumber: 115987W) be and are hereby appointed as Statutory Auditors of the Company to fillthe casual vacancy caused by the resignation of M/s. Chaudhry Vigg James & CoChartered Accountants for five financial years (2018-2019 to 2022-2023and they shallconduct the Statutory Audit for the period ended 31st March 2019on such remuneration asmay be approved by the Board of Directors of the Company based on the recommendation ofthe Audit Committee and reasonable out-of-pocket expenses incurred by them in connectionwith the audit of Accounts of the Company."
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments
7. SECRETARIAL AUDITORS
In terms of Section 204 of the Act and Rules made there under Practicing CompanySecretary have been appointed Secretarial Auditors of the Company. The report of theSecretarial Auditors is enclosed as Form No. MR-3 to this report. The report isself-explanatory and do not call for any further comments.
8. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification reservation or adverse remark made by the Auditorsin their report.
The explanations made by the Board relating to the qualifications reservationsadverse remarks made by the Practicing Company Secretary in his Secretarial Audit Reportare furnished as under:
1. The Company has been inviting the applications for the post of Company Secretary inwhole time employment of the Company by issuing classifieds in the newspapers. Howeverthe Company has failed to receive application from a suitable candidate for theaforementioned responsibilities.
2. The Company has failed to submit the intimations and disclosures with the stockexchange within stipulated time frame due to inadvertent error. However the Company hasmade sure that all the required disclosures and intimations has been delivered to thestock exchange
3. The Company has failed to comply with the Listing Agreement and SEBI (ListingObligations and Disclosure Requirement) Regulations due to genuine oversight on the partof the Company. However the Company has proposed to comply with the same from thisfinancial year.
4. The Company has failed to comply with publication of financial results in newspaperdue to genuine oversight on the part of the Company. However the Company has proposed tocomply with the same from this financial year.
There was no change in the Board of Directors of the Company during the financial yearunder review.
10 DECLARATION BY THE INDEPENDENT DIRECTORS
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 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
11 BOARD MEETINGS
During the financial year under review the Board of Directors met Five times. i.e 29thMay 2017 11th August 2017 04th September 2017 14thDecember 2017 14th February 2018.
12 COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are applicable to the Company and hence the Company has devised apolicy relating to appointment of Directors payment of Managerial remuneration Directorsqualifications positive attributes independence of Directors and other related mattersas provided under Section 178(3) of the Companies Act 2013.
13 INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014
The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.
14 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2017-18.
|No of complaints received: ||Nil |
|No of complaints disposed off: ||Nil |
15 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your Directors state that:
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed with proper explanation relating to material departures if any;
b. They have in the selection of the accounting policies consulted the StatutoryAuditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2018 and of its Profit for the year ended on thatdate;
c. They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; and
d. They have prepared the annual accounts for the year ended 31st March2018 on a going concern' basis; and
e. They have laid down Internal Financial Controls which are adequate and areoperating effectively;
f. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
16 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There was no loan given or guarantee given or investment made or security providedpursuant to Section 186 of the Companies Act 2013 during the year under review and hencethe said provisions are not applicable.
17 DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits of the Company.Hence disclosure under Section 134 (3) (j) of the companies act 2013 is not required.
18 MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.
19 ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption are not required to be furnishedconsidering the nature of activities undertaken by the Company during the year underreview. Further during the year under review the Company has neither earned nor used anyforeign exchange.
20 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has developed & implemented Risk Management Policy. However Companyhas not come across any element of risk which may threaten the existence of the Company.
21 DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.Hence disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 is notrequired.
22 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES 2014:
The Company has an adequate internal financial control system commensurate with thesize of its business operations.
23 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIESMADE PURSUANT TOSECTION 188 OF THE COMPANIES ACT 2013
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.
24 EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in"MGT-9" and forms part of this report.
25 .DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members;
a. Mr. Indrajeet Kumar Kuwar
b. Mr. Sureshchandra Rameshwarlal Modi
c. Mr. Bhavin Hemendra Nagda
The above composition of the Audit Committee consists of Directors viz.
Mr. Indrajeet Kuwar Mr.Bhavin Nagda and Mr. Sureshchandra Rameshwarlal Modi who formthe majority. The company has established a vigil mechanism and overseas through thecommittee the genuine concerns expressed by the employees and other Directors. TheCompany has also provided adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access to thechairman of the Audit Committee on reporting issues concerning the interests of employeesand directors of the Company.
26 CORPORATE GOVERNANCE:
Your Company is committed to adopting the best Corporate Governance practices. Itbelieves that proper corporate governance is not just a regulatory compliance but also afacilitator for enhancement of stakeholder's value. Reports on Corporate Governance andManagement Discussions & Analysis are annexed and form part of this report.
27 APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for the co-operationand support of the Company's Bankers its valued customers employees and all otherintermediaries concerned with the Company's business.
Your directors are grateful towards all members for supporting and sustaining us duringthe intricate days. We look forward to your continued support and reiterate that we aredetermined to ensure that the plans are successfully implemented.
|Registered Office: ||By Order of the Board of Directors |
|Office No-1/7001 Plot No-77 UG/F ||For Triveni Enterprises Limited |
|Gali No-03 Shivaji Park Near Chakkar ||Sd/- |
|New Delhi - 110032 ||BhavinNagda |
|Date:- 10th July 2018. ||(Din:06727240) |
| ||(Whole Time Director) |