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Trivikrama Industries Ltd.

BSE: 538579 Sector: Others
NSE: N.A. ISIN Code: INE641Q01019
BSE 00:00 | 26 Jul Trivikrama Industries Ltd
NSE 05:30 | 01 Jan Trivikrama Industries Ltd
OPEN 5.77
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VOLUME 32000
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52-Week low 5.50
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Mkt Cap.(Rs cr) 4
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 5.77
CLOSE 5.77
VOLUME 32000
52-Week high 5.77
52-Week low 5.50
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Trivikrama Industries Ltd. (TRIVIKRAMAINDS) - Director Report

Company director report

Dear Members

We are pleased to present the report on our business and operations for the year ended31st March 2020.

1. Results of our Operations:

The Company's Standalone financial performance for the year ended 31stMarch 2020 is summarized below;

(Rs. in Lacs)

Particulars FY 2019-2020 FY 2018-2019
Revenue from Operations 89.39 903.77
Other Income 38.36 43.61
Total Income 127.75 947.38
Total Expenses 167.99 969.57
Profit Before Tax (40.24) (22.19)
Tax Expense
-Current Tax - -
-Deferred Tax 8.94 -
-Mat Credit Entitlement - -
Net Profit for the Year (49.18) (22.19)

The Company's consolidated financial performance for the year ended 31stMarch 2020 is summarized below;

(Rs. in Lacs)

Particulars FY 2019-2020 FY 2018-2019
Revenue from Operations 89.39 903.93
Other Income 41.61 43.61
Total Income 130.99 947.54
Total Expenses 168.34 970.19
Profit Before Tax & Extraordinary Items (37.34) (22.66)
Tax Expense
-Current Tax - -
-Deferred Tax 8.84 -
- Mat Credit Entitlement - -
Net Profit for the Year (46.18) (22.66)

a. Review of operations and affairs of the Company:

Standalone:

During the year under review the Company has incurred a loss before InterestDepreciation & Tax of Rs. 40.24 lacs as compared to previous year loss of Rs. 22.38lacs. The net loss for the year under review has been Rs. 49.18 lacs as compared to theprevious year net loss Rs. 22.19 lacs. Your Directors are continuously looking for avenuesfor future growth of the Company in Commercial Trading & Distribution Industry.

Consolidated:

During the year under review the Company has incurred a loss before InterestDepreciation & Tax of Rs. 37.34 lacs as compared to previous year loss of Rs. 22.85lacs. The net loss for the year under review has been Rs. 46.18 lacs as compared to theprevious year net loss of Rs. 22.66 lacs.

b. Dividend:

Your Directors do not recommend any dividend for the year under review and has decidedto retain the surplus with the company for furthering the growth of the Company.

c. Transfer to Reserves:

The Company has not proposed to transfer any amount to any reserve.

d. Deposits:

During the year under review your company has not accepted any deposits from thepublic within the meaning of section 76 of the Companies Act 2013 and the rules made thereunder. There are no public deposits which are pending for repayment.

e. Particulars of loans guarantees or investments:

Loans and investments covered under Section 186 of the Companies Act 2013 form part ofthe notes to the financial statements provided in this Annual Report.

f. Particulars of contracts or arrangements made with related parties:

During the period under review the Company has entered into related party transactionand the particulars of contracts or arrangements with related parties referred to insection 188(1) of the Companies Act 2013 as prescribed in Form AOC-2 is appended as AnnexureI. The Policy on Related Party Transaction is available on our websitewww.trivikrama.com.

g. Variation in market Capitalization:

Particulars As at 31st March 2020 As at 31st March 2019 Increase / Decrease in %
Market Value per share 5.00 5.00 -
No. of Shares 7114500 7114500 -
Market Capitalization 35572500 35572500 -
EPS (Standalone) (0.69) (0.31) 122.58
Price earnings ratio (7.25) (16.13) (55.07)
Percentage increase/decrease in the Market Price of the Shares in comparison with the last Issue. (The IPO of the Company in the FY 2014-2015 was brought out at a rate of Rs. 15/- per share) (66.67)

h. Management's Discussion and Analysis:

Management's Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 isappended as Annexure II to this report.

i. Director's Responsibility Statement:

Pursuant to Section 134(3) (c) and Section 134(5) of the Companies Act 2013 the Boardof Directors to the best of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

(ii) the directors have 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;

(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(erstwhile Companies Act 1956) for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;

(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

j. Recommendations of the Audit Committee:

During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board.

2. Human Resource Management:

To ensure good human resources management at "Trivikrama Industries Limited"we focus on all aspects of the employee lifecycle. This provides a holistic experience forthe employee as well. During their tenure at the Company employees are motivated throughvarious skill-development engagement and volunteering programs. All the while we createeffective dialogs through our communication channels to ensure that the feedback reach therelevant teams including the leadership.

a. Particulars of employees:

The table containing the particulars of employees in accordance with the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as AnnexureIII to this report.

There are no employees who were in receipt of remuneration in excess of the ceilingprescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The Details of the Top 10 employees as on 31st March 2020 as prescribed inthe Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are as follows;

Particulars of Employees as on 31st March 2020

Name Ravi S Manivakkam Sundaramurthy Bhuvana Subramaniyan Baskaran
Age 30 45 48
Designation Head Operations Company Secretary Chief Financial Officer
Nature of Employment Permanent Permanent Permanent
Monthly Remuneration Rs. 25000/- Rs. 28000 Rs. 5000/-
Qualification B.Com ACS B.Com M.B.A B.Com
Experience in years 3 year 16 years 18 years
Date of Joining 01.09.2019 03.09.2019 12.10.2019
Particulars of Previous Employment Operations Manager Company Secretary Head Finance

The Company currently does not provide any Employee Stock Option Scheme/Employee StockPurchase Scheme to its employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence aWhole-Time Director:

> Mr. Baskaran Sathya Prakash (DIN: 01786634) continues to be the Managing Directorof the Company.

ii. Company Secretary:

> Ms. Manivakkam Sundaramurthy Bhuvana was appointed to the position of CompanySecretary cum Compliance Officer of the Company with effect from 03rd September2019.

> Thereafter Ms. Manivakkam Sundaramurthy Bhuvana resigned from the position ofCompany Secretary cum Compliance Officer with effect from 30th April 2020

> Subsequently Ms. Meenu Khandelwal was appointed to the position of CompanySecretary cum Compliance Officer of the Company with effect from 01stSeptember 2020

iii. Chief Financial Officer (CFO):

> Mr. Subramaniyan Baskaran was appointed to the position of Chief Financial Officerof the Company with effect from 12th October 2019

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. At Trivikrama Industries Limited it isimperative that our company affairs are managed in a fair and transparent manner. This isvital to gain and retain the trust of our stakeholders. The Company is committed tomaintain the highest standards of corporate governance and adhere to the corporategovernance requirements set out by SEBI. The Company has also implemented several bestcorporate governance practices as prevalent globally.

In-pursuance of Regulation 15(2) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the compliance of Regulation 17 to 27 and Clauses (b) to(i) of Regulation 46(2) & para C D E of Schedule V of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 is not applicable for a company havingpaid up of 10 Crore or Net-worth of 25 Crore in the immediate preceding FY & for alisted entity which has listed its specified securities on the SME Exchange. As thesecurities of your Company are listed at BSE-SME Platform the Corporate Governance Reportas per Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable to our Company.

a. Compliance Department:

During the year under review following changes took place with respect to theCompliance Officer of the Company:

> Ms. Manivakkam Sundaramurthy Bhuvana was appointed to the position of CompanySecretary cum Compliance Officer of the Company with effect from 03rd September2019.

> Thereafter Ms. Manivakkam Sundaramurthy Bhuvana resigned from the position ofCompany Secretary cum Compliance Officer with effect from 30th April 2020

> Subsequently Ms. Meenu Khandelwal was appointed to the position of CompanySecretary cum Compliance Officer of the Company with effect from 01stSeptember 2020

The compliance department of the company is responsible for independently ensuring thatthe operating and business units comply with regulatory and internal guidelines. Newinstructions/guidelines issued by the regulatory authorities were disseminated across thecompany to ensure that the business and business units operate within the boundaries setby the regulators and that compliance risks are suitably monitored and mitigated in courseof their activities & processes.

b. Information on the Board of Directors of the Company:

During the year under review following changes took place in the Composition of Boardof Directors of the Company;

(i) The Shareholders at the Annual General Meeting of the Company held on 30thSeptember 2019 approved the following:

> Reappointment Mr. Raji (DIN:07302320) who retired by rotation.

(ii) The Board of Directors at the Board Meeting held on 01st October 2019approved the following;

> Re-Appointment of Mr. Baskaran Sathya Prakash (DIN: 01786634) as the ManagingDirector of the Company for a period of 3 years starting from 01st October2019 and ending on 30th September 2022.

(iii) The Board of Directors at the Board Meeting held on 30th November2019 approved the following;

> Appointment of Mrs. Ramaiah Deepalakshmi (DIN: 08321532) as Additional CumIndependent Director of the Company w.e.f. 30th November 2019.

> Appointment of Mr. Ramasamy Gokulakrishnan (DIN: 08626022) as Additional CumIndependent Director of the Company w.e.f. 30th November 2019.

> Appointment of Mrs. Rathinamala (DIN: 02711992) as Additional cum Non-ExecutiveDirector of the Company w.e.f. 30th November 2019.

> Taking on record the resignation of Mr. Raji (DIN: 07302320) from the Directorshipof the Company w.e.f. 30th November 2019.

> Taking on record the resignation of Mrs. Preetha Viswanathan (DIN: 07791399) fromthe Directorship of the Company w.e.f. 30th November 2019.

> Taking on record the resignation of Mr. Jayaram Kumar (DIN: 08006103) from theDirectorship of the Company w.e.f. 30th November 2019.

(iv) The Board of Directors at the Board Meeting held on 20th November 2020approved the following;

> Appointment of Mr. Sadasivam Anbazhagan (DIN: 08965772) as Additional CumNonExecutive Director of the Company w.e.f. 20th November 2020.

> Taking on record the resignation of Mrs. Rathinamala (DIN: 02711992) from theDirectorship of the Company w.e.f. 20th November 2020.

In compliance with the Companies Act 2013 the following directors are proposed to beappointed as Director/Independent Directors/Executive Director of the Company by theapproval of the Share Holders of the Company;

> Mr. Baskaran Sathya Prakash (DIN: 01786634) who retires by rotation at thisAnnual General Meeting and being eligible has offered himself for re-appointment.

> Ratification of re-appointment of Mr. Baskaran Sathya Prakash (DIN: 01786634) asthe Managing Director of the Company for a period of 3 years starting from 01stOctober 2019 and ending on 30th September 2022.

> Mrs. Ramaiah Deepalakshmi (DIN: 08321532) be regularised as the IndependentDirector of the Company for a period Five years with effect from 30th November2019 to 29th November 2024.

> Mr. Ramasamy Gokulakrishnan (DIN: 08626022) be regularised as the IndependentDirector of the Company for a period Five years with effect from 30th November2019 to 29th November 2024.

> Mr. Sadasivam Anbazhagan (DIN: 08965772) be regularised as the Non-ExecutiveDirector of the Company.

c. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy is available on our websitewww.trivikrama.com.

d. Details with regards to meeting of Board of Directors of the Company at attendancethereof:

(i) Composition of the Board of Directors as on the date of this Report is mentionedbelow:

Name of the Director Designation Category
Mr. Baskaran Sathya Prakash Managing Director Executive Director
Mrs. Ramaiah Deepalakshmi Additional Director Independent Director
Mr. Ramasamy Gokulakrishnan Additional Director Independent Director
Mr. Sadasivam Anbazhagan Additional Director Non-Executive Director

(ii) Meeting of Board of Directors and Attendance During the Year:

During the FY 2019-2020 9 (Nine) meetings of the Board of Directors of the Companywere held i.e. on 03rd May 2019 30th May 2019 03th September2019 11th September 2019 01st October 2019 12thOctober 2019 14th November 2019 30th November 2019 & 28thJanuary 2020.

Details of the attendance at the Board Meetings during the financial year and at thelast Annual General Meeting and also the number of Directorships held by Directors ismentioned below;

Name of Director

Attendance Particulars

No. of Directorships in other Public Company*

No. of Chairmanship/ Membership of Board Committees in other Companies#

Board Meetings Last AGM Chairman Member
Mr. Baskaran Sathya Prakash 9 YES 1 - 1
Mr. Raji 7 YES NA NA NA
Mrs. Preetha Viswanathan 7 YES NA NA NA
Mr. Jayaram Kumar 7 YES NA NA NA
Mrs. Ramaiah Deepalakshmi 2 NA - - -
Mr. Ramasamy Gokulakrishnan 2 NA - - -
Mrs. Rathinamala 2 NA NA NA NA

Note:

*The Directorships held by the Directors as mentioned below do not include AlternateDirectorships and Directorships held in Foreign Companies and Companies registered underSection 25 of the Companies Act 1956 or Section 8 of the Companies Act 2013.

#In accordance with Regulation 26(b) of SEBI Listing Regulations Memberships /Chairmanships of only the Audit Committees and Stakeholders Relationship Committee in allPublic Limited Companies has only been considered.

e. Policy on Directors' appointment and remuneration:

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 31st March 2020 the Boardconsist of 4 Members 1 of whom is an Executive Director and 1 of whom is an Non-ExecutiveDirector and the other 2 are Independent Directors. The Board periodically evaluates theneed for change in its composition and size.

The Policy of the Company on Director's Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of director andother matters provided under Section 178(3) of the Companies Act 2013 adopted by theBoard is available on the Company Website: www.trivikrama.com. We affirm that theRemuneration paid to the director is as per the terms laid out in the said policy.

f. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that they meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(b) of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.

g. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailedAppointment Letter incorporating the role duties and responsibilities remuneration andperformance evaluation process Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Reportthe Code of Conduct the Code of Conduct for Internal Procedures and to Regulate Monitorand Report Trading by Insiders ("Code of Conduct - PIT") and the Code ofPractices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information(the "Fair Practice Code") Tentative Schedule of upcoming Board and Committeemeetings.

The Company through its Executive Directors / Key Managerial Personnel conductsprograms / presentations periodically to familiarize the Independent Directors with thestrategy operations and functions of the Company.

Thus such programs / presentations provides an opportunity to the Independent Directorsto interact with the senior leadership team of the Company and help them to understand theCompany's strategy business model operations service and product offerings marketsorganization structure finance human resources technology quality facilities and riskmanagement and such other areas as may arise from time to time. The Policy on theFamiliarization Programme for Independent Directors is available on our websitewww.trivikrama.com

h. Board's Committees:

i. Composition of the Committees of the Board as on the date of this Report ismentioned below;

Name of the Committee Name of the Company Member Position in the Committee
Mr. Ramasamy Gokulakrishnan Chairman
Audit Committee Mrs. Ramaiah Deepalakshmi Member
Mr. Baskaran Sathya Prakash Member
Nomination and Remuneration Committee Mr. Ramasamy Gokulakrishnan Chairman
Mrs. Ramaiah Deepalakshmi Member
Mr. Sadasivam Anbazhagan Member

Note: The Board of Directors of the Company dissolved the Stakeholders RelationshipCommittee at the board meeting held on 14th November 2019.

ii. Meeting of Audit Committee and Attendance:

During the financial year under review the Audit Committee Meetings were held 4 timesviz. 30th May 2019 11th September 2019 14thNovember 2019 and 28th January 2020 and the attendance of the members at theAudit Committee meetings was as follows:

Attendance Particulars

Name of the Director Meeting Held during the tenure Meeting Attended during the tenure
Mr. Jayaram Kumar 1 3 3
Mr. Raji 1 3 3
Mr. Baskaran Sathya Prakash 3 3
Mr. Ramasamy Gokulakrishnan 2 1 1
Mrs. Ramaiah Deepalakshmi 2 1 1

Note:

1 Resigned from the Board of Directors w.e.f. 30th November 2019thus vacating the Committee Membership as well.

2 Inducted in to the Committee w.e.f. 30th November 2019.

iii. Meeting of Nomination and Remuneration Committee and Attendance:

During the financial year under review the Nomination and Remuneration CommitteeMeetings was held 5 (Five) time viz. 03rd September 2019 11thSeptember 2019 01st October 2019 12th October 2019 & 30thNovember 2019.

The attendance of the members at the Nomination and Remuneration Committee meeting wasas follows:

Attendance Particulars

Name of the Director Meeting Held during the tenure Meeting Attended during the tenure
Mr. Jayaram Kumar 5 5
Mr. Raji 5 5
Mrs. Preetha Viswanathan 5 5

iv. Meeting of Stakeholder Relationship Committee and Attendance:

During the financial year under review Stakeholder Relationship Committee Meetingswere held 3 times viz. 30th May 2019 11th September 2019 and 14thNovember 2019 and the attendance of the members at the Stakeholder Relationship Committeemeeting was as follows:

Name of the Director

Attendance Particulars

Meeting Held during the tenure Meeting Attended during the tenure
Mr. Jayaram Kumar 3 3
Mr. Raji 3 3
Mr. Baskaran Sathya Prakash 3 3

Further it is brought to the notice of the stakeholders that the Board of Directors atits meeting held on 14th November 2019 dissolved the Stakeholders RelationshipCommittee.

i. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its "ownperformance" its "Board committees" and of "individualdirectors" in accordance with the provisions of the Companies Act 2013 and SEBI(Listing Obligations & Disclosure Requirements) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole was evaluated The same was discussed inthe Board meeting that followed the meeting of the independent Directors at which thereport as submitted by the Independent Directors was taken on record and discussed.

j. Listing:

The Equity Shares of "Trivikrama Industries Limited" (Scrip Code: 538579) islisted on the BSE-SME platform.

Your Company paid the Listing Fees to the BSE Limited for FY 2019-20 as well as for2020-21 in terms of Uniform Listing Agreement entered with the said Stock Exchange(s).

k. Insider Trading:

On December 31 2018 the Securities and Exchange Board of India amended theProhibition of Insider Trading Regulations 2015 prescribing various new requirementswith effect from 1st April 2019. In line with the amendments your Company hasadopted an amended Code of Conduct to regulate monitor and report trading by DesignatedPersons and their Immediate Relatives under the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015. This Code of Conduct also includescode of practices and procedures for fair disclosure of unpublished price sensitiveinformation which has been made available on the Company's website www.trivikrama.com

4. Auditors:

a. Statutory Auditor:

M/s. L S S M & Co. Chartered Accountants {Firm Registration No. 013941S} has beenappointed as Statutory Auditors of the Company at the 34th Annual GeneralMeeting held on 27th September 2018 to hold the office for a period of 5 yeartill the conclusion of 39th Annual General Meeting to be held in the FinancialYear 2023.

b. Secretarial Auditors:

M/s. Jain Sonesh & Associates Company Secretary (Membership No. F9627 COP:11865) was appointed as the Secretarial Auditor of the company to conduct the SecretarialAudit of the Company for the FY 20192020 as required under the Section 204 of theCompanies Act 2013 and Rules there under. The Secretarial Audit Report for the FY 2016-2017 is appended as Annexure IV to this report.

c. Comments of the Board on the qualification/reservation/adverse remarks/disclosuremade:

(i) by the Statutory Auditors in the Audit Report:

> According to the records of the Company. the Company is generally regular indepositing with appropriate authorities undisputed statutory dues including income taxGST and other statutory dues applicable to it except for an reconciliation difference ofCGST 10287/- SGST 10287/- and Cess 120000/- between GST Credit ledger and books ofaccounts.

According to the explanation and information given no undisputed amount payable inrespect of income tax GST and other statutory dues applicable to it were outstanding asat 31st March 2020 for a period of more than 6 months from the date they became payable

According to the records of the Company there are no dues of income tax. GST have notbeen deposited on account of any dispute.

The Board with respect to the above mentioned qualification herewith submits thatthere is a dispute between the Company and the Buyer due to which CGST SGST and cess hasnot been paid and shall remain pending until differences are reconciled.

(ii) by the Secretarial Auditors in the Secretarial Audit Report:

> The Company has not appointed an Auditor/Firm of Auditors who has/havesubjected himself/themselves to peer review process and holds a valid certificate issuedby Peer Review Board of Institute of Chartered Accountants of India as stipulated underRegulation 33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

The Board with respect to the above mentioned qualification herewith submits that theCompany has not been able to find Statutory Auditors who has/have subjectedhimself/themselves to peer review process and holds a valid certificate issued by PeerReview Board of Institute of Chartered Accountants of India as stipulated under Regulation33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. TheCompany is pursuing its current Statutory Auditors to subject themselves to peer reviewprocess.

> Inordinate delay was observed w.r.t. certain disclosures under Regulation 30 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulation 2015.

The Board with respect to the above mentioned qualification herewith submits that theabove stated delay in disclosures were due to administrative difficulties. However thecompany at the time of submission of the above stated disclosures have also madedisclosure about the reason for delay in the submission in terms with Regulation 30 ofSEBI (LODR) Regulations 2015. The Company is trying to streamline its operations processso as to avoid such delays in the future.

> A delay of 7 days was observed in submission of 35th Annual Report of theCompany under Regulation 34 of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulation 2015.

The Board with respect to the above mentioned qualification herewith submits that theabove stated delay of 7 days in submission of 35th Annual Report of the Companyto the BSE Limited under Regulation 34 of SEBI (LODR) Regulations 2015 was due toadministrative difficulties. The Company is trying to streamline its operations process soas to avoid such delays in the future.

> The office of Company Secretary cum Compliance Officer in terms of Section 203(1)(ii) of the Companies Act 2013 and Regulation 6 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulation 2015 remained vacantup to 02nd September 2019.

The Board with respect to the above mentioned qualification herewith submits that theBoard of your company has been trying to identify a suitable candidate for the position ofCompany Secretary cum compliance Officer and the same was finalized at the board meetingheld on 03rd September 2019.

> The Position of Chief Financial Officer in terms of Section 203 (1) (iii) ofthe Companies Act 2013 remained vacant upto 11th October 2019.

The Board with respect to the above mentioned qualification herewith submits that theBoard of your company is trying to identify a suitable candidate for the position of ChiefFinancial Officer and the same was finalized at the board meeting held on 12th October2019.

> The Company has not filed E-Form MGT-14 in accordance with Section 117(3) &179(3) of Companies Act 2013 for the purpose of "Re-Appointment of Mr. BaskaranSathya Prakash (DIN: 01786634) as Managing Director of the Company at the Board Meetingheld on 28th January 2019 for the period beginning from 26thJanuary 2019 and ending on 30th September 2019". The Company has made anapplication for Condonation of Delay in terms of Section 460 of Companies Act 2013however the same is pending for approval as on the date of this report.

The Company has not filed E-Form MGT-14 in accordance with Section 179(3) of CompaniesAct 2013 for the purpose of "Appointment of Ms. Manivakkam Sundaramurthy Bhuvana asCompany Secretary cum Compliance Officer of the Company at the Board Meeting held on 03rdSeptember 2019". The Company has made an application for Condonation of Delay interms of Section 460 of Companies Act 2013 however the same is pending for approval ason the date of this report.

The Company has not filed E-Form MGT-14 in accordance with Section 117(3 )& 179(3)of Companies Act 2013 for the purpose of "Re-Appointment of Mr. Baskaran SathyaPrakash (DIN: 01786634) as Managing Director of the Company at the Board Meeting held on01st October 2019 for the period beginning from 01st October 2019and ending on 30th September 2022". The Company has made an applicationfor Condonation of Delay in terms of Section 460 of Companies Act 2013 however the sameis pending for approval as on the date of this report.

The Company has not filed E-Form MGT-14 in accordance with Section 179(3) of CompaniesAct 2013 for the purpose of "Appointment of Mr. Subramaniyan Baskaran as ChiefFinancial Officer of the Company at the Board Meeting held on 12th October2019". The Company has made an application for Condonation of Delay in terms ofSection 460 of Companies Act 2013 however the same is pending for approval as on thedate of this report.

The Board with respect to the above mentioned qualifications herewith submits that theabove stated delay in filing of Form MGT-14 were due to administrative difficulties.Further the company has undertaken all appropriate steps to condone the delay and get thesaid Forms filed at the earliest.

d. Reporting of Fraud by Auditors:

No Fraud has been reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013.

e. Secretarial Standards:

The Company has complied with all the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

f. Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

g. Risk Management:

The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The business riskframework defines the risk management approach across the enterprise at various levelsincluding documentation and reporting. The framework has different risk models which helpin identifying risks trend exposure and potential impact analysis at a Company level asalso separately for business segments. The Company has identified various risks and alsohas mitigation plans for each risk identified. The Risk Management Policy of the Companyis available on our website www.trivikrama.com.

h. Vigil Mechanism:

The Company has established a mechanism for Director's and employee's to report theirconcerns relating to fraud malpractice or any other activity or event which is againstthe interest of the Company.

The Whistle Blower Policy is in place. Employees can report to the Management concernedunethical behaviour act or suspected fraud or violation of the Company's Code of ConductPolicy. No Employee has been denied access to the Audit Committee. The Whistle BlowerPolicy is available on our website www.osivl.com.

5. Statement on Material Subsidiary:

The Company throughout the FY 2019-2020 had only one Subsidiary Company i.e. M/s. CKMHomecare Solutions Private Limited.

During the FY 2019-2020 the Board of Directors ('the Board') reviewed the affairs ofthe subsidiaries. In accordance with Section 129(3) of the Companies Act 2013 we haveprepared consolidated financial statements of the Company with that of its subsidiarywhich form part of the Annual Report. Further a statement containing the salient featuresof the financial statement of our subsidiaries in the prescribed format AOC-1 is appendedas Annexure V to the Board's report. The statement also provides the details ofperformance financial position of the subsidiary.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of our subsidiary are available on our websitewww.trivikrama.com.These documents will also be available for inspection during businesshours at our registered office in Chennai India.

The Policy on Identification of Material Subsidiaries is available on our websitewww.trivikrama.com.

6. Corporate Social Responsibility:

As per the provision of Section 135 of the Companies Act 2013 all companies having anet worth of Rs.500 crore or more or a turnover of Rs.1000 crore or more or a net profitof Rs.5 crore or more during any financial year are required to constitute a CSR committeeand hence our Company do not meet the criteria as mentioned above the Company has notconstituted any Corporate Social Responsibility Committee; and has not developed and/orimplemented any Corporate Social Responsibility initiatives and the provisions of Section135 of the Companies Act 2013 is not applicable to the Company.

a. Particulars on conservation of energy research and development technologyabsorption and foreign exchange earnings and outgo:

(i) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are beingtaken to reduce the consumption of energy at all levels. The Company has taken steps toconserve energy in its office use consequent to which energy consumption had beenminimized. No additional Proposals/ Investments were made to conserve energy. Since theCompany has not carried on industrial activities disclosure regarding impact of measureson cost of production of goods total energy consumption etc. are not applicable.

(ii) Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any foreign exchange during the year under review.

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting isrequired to be furnished under this heading. The Company will adopt necessary technologyas and when required in the furtherance of the business.

7. Others:

a. Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act 2013 anextract of the annual return in the prescribed format is appended as Annexure VI tothis Report.

b. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

c. Disclosure under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013. All the employees (permanent Contractual temporary Trainees) are covered underthis policy.

During the year under review no complaints were received falling under the category ofSexual Harassment of Women.

d. Soliciting Shareholder's Information:

This is to inform you that the company is in the process of updation of records of theshareholders in order to reduce the physical documentation as far as possible

With new BSE Uniform listing agreement it is mandatory for all the investors includingtransferors to complete their KYC information. Hence we have to update your PAN No.Phone no. and e-mail id in our records.

Further in view of the SEBI Circular SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20thApril 2018 and the corresponding amended circular SEBI/HO/MIRSD/DOS3/CIR/P/2018/115 dated16th July 2018 have requested all the listed companies to comply with the proceduresmentioned in the Circulars. To achieve this we solicit your co-operation in providing thefollowing details to us;

> If you are holding the shares in dematerialized form you may update all yourrecords with your Depository Participant (DP).

> If you are holding shares in physical form you may provide the following:

> Folio No.

> Name

> Pan No.

> E-mail ID

> Telephone No.

> Specimen Signatures (3 in Nos.)

e. Issue of Equity Share Capital:

During the Financial year under review the Company has not made any further issue ofshares and the share capital remains same as at the end of previous year.

f. Utilization of the Proceeds from IPO:

Issue Open July 25 2014 - July 30 2015
Issue Type Fixed Price Issue IPO
Issue Size 3312000 Equity Shares of Rs. 10 each
Issue Size Rs. 496.80 Lacs
Face value Rs. 10 per Equity Share
Issue Price Rs. 15 per Equity Share
Market Lot 8000 Equity Shares
Listing at BSE - SME

The Object for which the funds were raised by the Company by way of IPO is as follows;

i. Brand Building

ii. Meeting Additional Working Capital Requirements

iii. Meeting Public Issue Expenses

IPO Proceeds and Net Proceeds :

Particulars Amount (in lacs)
Issue Proceeds 496.80
Less : Issue Related Expenses 53.23
Net Proceeds 443.57

 

Particulars FY 2019-2020 FY 2018-2019
Amount (Rs. in Lacs) Amount (Rs. in Lacs)
Brand Building 60.05 60.05
Additional working capital requirements 383.52 383.52

g. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to thefollowing items as there were no transactions on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend voting orotherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the company underany scheme.

(iii) Redemption of Preference Shares and/or Debentures.

8. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels because without their hard work and support your company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the company.

For TRIVIKRAMA INDUSTRIES LIMITED

Sd/- Sd/-
BASKARAN SATHYA PRAKASH RAMAIAH DEEPALAKSHMI
Date : 05.12.2020 (DIN: 01786634) (DIN: 08321532)
Place : Chennai Managing Director Director

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