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Trivikrama Industries Ltd.

BSE: 538579 Sector: Others
NSE: N.A. ISIN Code: INE641Q01019
BSE 00:00 | 09 Feb Trivikrama Industries Ltd
NSE 05:30 | 01 Jan Trivikrama Industries Ltd
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OPEN 8.40
CLOSE 8.40
VOLUME 8000
52-Week high 8.40
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 6
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 2017.

1. Results of our Operations:

The Company's Standalone financial performance for the year ended 31stMarch 2017 is summarised below;

(Rs. in Lacs)

Particulars FY 2016-2017 FY 2015-2016
Revenue from Operations - 0.49
Other Income 38.33 35.21
Total Income 38.33 35.70
Total Expenses 38.04 32.79
Profit Before Tax 0.30 2.92
Tax Expense
-Current Tax 0.06 0.49
-Deferred Tax - 0.06
-Mat Credit Entitlement (0.06) (0.49)
Net Profit for the Year 0.30 2.85

The Company's consolidated financial performance for the year ended 31stMarch 2017 is summarised below;

(Rs. in Lacs)

Particulars FY 2016-2017 FY 2015-2016
Revenue from Operations - 0.49
Other Income 38.53 35.81
Total Income 38.53 36.30
Total Expenses 38.81 33.62
Profit Before Tax & Extraordinary Items (0.28) 2.67
Tax Expense
-Current Tax 0.06 0.49
-Deferred Tax - 0.06
- Mat Credit Entitlement (0.06) (0.49)
Net Profit for the Year (0.28) 2.61

a. Review of operations and affairs of the Company:

Standalone:

During the year under review the Company has earned a profit before InterestDepreciation & Tax of Rs. 6.12 lacs as compared to previous year Rs. 8.75 lacs. Thenet profit for the year under review has been Rs. 0.30 lacs as compared to the previousyear net profit Rs. 2.85 lacs. Your Directors are continuously looking for avenues forfuture growth of the Company in Commercial Trading & Distribution Industry.

Consolidated:

During the year under review the Company has earned a profit before InterestDepreciation & Tax of Rs. 6.02 lacs as compared to previous year Rs. 8.98 lacs. Thenet loss for the year under review has been Rs. 0.28 lacs as compared to the previous yearnet profit of Rs. 2.67 lacs.

b. Material Changes & Commitments if any:

The Company has changed its name from Carewell Industries Limited to TrivikramaIndustries Limited vide fresh Certificate of Incorporation dated 16th August2016 pursuant to declaration of Postal Ballot results dated 16th July 2016.

Further the Company vide declaration of Postal Ballot results dated 16thJuly 2016 inserted two new clauses in the Object Clause of the Memorandum of Associationof the Company. The Brief details of the New Object Clause is as follows:

"Trading and dealing in raw and process materials semi-products and end productsof carbon chemicals coal including coke in all its forms lignite limestone molassesnon-ferrous metals and alloys iron and steel and other allied items and industrial rawmaterials. Also deal with all kinds of scraps ferrous and nonferrous scraps including butnot limited to aluminium scraps lead scraps brass scraps lead alloy scraps copperscraps copper alloy scraps and all other scraps including their extrusions."

c. 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.

d. Transfer to Reserves:

The entire net profit of the company for the FY 2016-2017 is retained as Surplus. TheCompany has not proposed to transfer any amount to any reserve.

e. 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.

f. 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.

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

During the period under review the Company has not entered into any contracts orarrangements with related parties referred to in Section 188 of the Companies Act 2013read with rules made there under. The Policy on Related Party Transaction is available onour website www.trivikrama.com.

h. Variation in market Capitalization:

Particulars As at 31st March 2017 As at 31st March 2016 Increase / Decrease in %
Market Value per share 4.93 5.75 (14.26)
No. of Shares 7114500 7114500 -
Market Capitalization 35074485 40908375 (14.26)
EPS (Standalone) 0.004 0.041 -
Price earnings ratio 1169.15 143.75

-

 

Percentage increase/decrease in the Market Price of the Shares in comparison with the last Issue. (67.13)

i. 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 I to this report.

j. 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.

k. 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:

During the year under review the Company

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure II 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 2017 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 31stMarch 2017

Name M Suguna
Age 31
Designation Chief Financial Officer
Nature of Employment Permanent
Monthly Remuneration 17000
Qualification Bachelors in Commerce
Experience in years 9 Years of Experience in the field of Accounting.
Date of Joining 15th May 2014
Particulars of Previous Employment Onesource Ideas Private Limited as an Accountant.

Note: As on 31st March 2017 the company has only 1 employee on thepermanent roll of the Company.

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 aWholeTime Director:

> Mr. M Soundararajan (DIN: 07543168) has been acting as the Managing Director ofthe Company w.e.f. 22nd June 2016.

ii. Company Secretary:

> The Position of Company Secretary is vacant in the Company. The Board is in theProcess of identifying a suitable candidate for the position of Company Secretary.

iii. Chief Financial Officer (CFO):

> Mrs. M. Suguna has been acting as the CFO of the Company w.e.f. 15thMay 2014. However recently she resigned from the said post w.e.f. 02ndAugust 2017.

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 the securities of your Company are listed at BSE-SME Platform the CorporateGovernance Report as per Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) 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:

> Mr. Baskaran Sathya Prakash (DIN: 01786634) was acting as the Compliance office ofthe Company from 1st April 2016. He resigned from the position of Directorshipof the Company with effect from 21stJune 2016 thus also vacating the positionof Compliance Officer.

> Mr. M Soundararjan (DIN: 07543168) was appointed as Managing Director of theCompany with effect from 22nd June 2016 at the Board Meeting held on 21stJune2016 further at the same meeting he was also appointed as the Compliance Officer of theCompany with effect from 22nd June 2016.

> The Board is in the Process of identifying a suitable candidate for theposition of Company Secretary cum Compliance Officer.

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 Board of Directors at the Board Meeting held on 21st June 2016approved the following;

> Appointment of Mr. M Soundararjan (DIN: 07543168) as the AdditionalDirector of the Company w.e.f. 21st June 2016 to hold office till theconclusion of the ensuing Annual General Meeting;

> Taking on record the resignation tendered by Mr. Baskaran Sathya Prakash (DIN:01786634) Managing Director of the Company expressing his inability to continue asDirector of the Company and the same was accepted by the Board and he was relieved fromthe Directorship of the Company w.e.f. 21st June 2016.

• Appointment of M Soundararjan (DIN: 07543168) as the Managing Director ofthe Company for a period of one year from 22nd June 2016 to 21stJune 2017 subject to the approval of the Shareholders of the Company.

(ii) The Shareholders at the Annual General Meeting of the Company held on 29thSeptember2016 approved the following;

> Re-appointment of Mrs. Rathinamala (DIN: 02711992) Director who retire byrotation at the Annual General Meeting.

• Regularization of Mr. Raji (DIN: 07302320) as Independent Director of theCompany for a term of five years i.e. upto 29th January 2021.

• Regularization of Mr. Soundararajan (DIN: 07543168) as Director of the Companyand further ratification of his appointment as Managing Director of the Company to holdoffice from 22nd June 2016 to 21st June 2017.

(iii) The Board of Directors of the Company at the Meeting held on 13thApril 2017 approved the following;

• Appointment of Mr. Krishna Prasad (DIN: 07553807) as Additional cum IndependentDirector w.e.f 13th April 2017.

• Appointment of Ms. Purushotham Preetha (DIN: 07791399) as Additional cumNonExecutive Director w.e.f 13th April 2017.

• Taking on record the resignation of Ms. Rathinamala (DIN: 02711992) fromthe Directorship of the Company w.e.f 13th April 2017.

• Taking on record the resignation of Mr. Balaji (DIN: 05276267) fromthe Directorship of the Company w.e.f 13th April 2017.

(iv) The Board of Directors of the Company at the Meeting held on 30th May2017 approved the following;

• Re-Appointment of Mr. M Soundararajan as Managing Director for a period of 15Months effective 22nd June 2017 upto 30th September 2018.

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. Soundararajan (DIN: 07543168) who retires by rotation at this AnnualGeneral Meeting and being eligible has offered himself for re-appointment.

• Mr. Krishna Prasad (DIN: 07553807) be regularised as the Independent Director ofthe Company for a period Five years with effect from 13th April 2017 to 12thApril 2022.

• Ms. Purushotham Preetha (DIN: 07791399) be regularised as the Director of theCompany.

• Ratification of re-appointment of Mr. Soundararajan(DIN: 07543168) as theManaging Director of the Company for a period of 15 Months effective 22nd June2017 upto 30th September 2018.

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 website www.trivikrama.com.

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

During the FY 2016-2017 11 (Eleven) meetings of the Board of Directors of the Companywere held i.e. on 04th April 2016 23rd May 2016 27thMay 2016 11th June 2016 21st June2016 08th July 2016 16thJuly 2016 31st August 2016 08th September 2016 12thNovember 2016 and 01st March 2017.

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;

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.

1 Appointed as Additional Director w.e.f.21st June 2016.

2 Resigned from the Board of Directors w.e.f 21st June 2016

3 Appointed as Managing Director w.e.f 22nd June 2016.

4 Appointed as Additional Director w.e.f 13th April 2017.

5 Resigned from the Board of Directors w.e.f 13th April 2017

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 2017 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 appended as Annexure III to this report. We affirm that the remunerationpaid 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 he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 16(b) of SEBI (ListingObligations & 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 conduct programs/ presentations periodically to familiarize the Independent Directors with the strategyoperations 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 website www.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
Audit Committee Ms. Krishna Prasad Chairman
Mr. Raji Member
Mr. M Soundarajan Member
Nomination and Remuneration Committee Mr. Krishna Prasad Chairman
Mr. Raji Member
Ms. Purushotham Preetha Member
Stakeholders Relationship Committee Mr. Krishna Prasad Chairman
Mr. Raji Member
Mr. M Soundarajan Member

ii. Meeting of Audit Committee and attendance:

During the financial year under review the Audit Committee Meetings were held 5 timesa year viz. 27th May 2016 31st August 2016 08thSeptember 2016 12th November 2016 and 01st March 2017 and theattendance of the members at the Audit Committee meetings was as follows:

o

Attendance Particulars

tName of the Director Meeting Held during his tenure Meeting Attended during his tenure
Mr. Balaji 3 5 5
‘Mr. Raji 4 & 7 5 5
Mr. Baskaran Sathya Prakash 1 1 1
Mr. M Soundararajan 2 4 4
Mr. Krishna Prasad 5 & 6 NA NA

esigned from the Board of Directors w.e.f 21st June 2016 thus alsovacating the Committee Membership as well.

2 He was inducted as Committee Member w.e.f 22nd June 2016.

3 He resigned from the Board of Directors w.e.f 13th April 2017 thusalso vacating the Committee Membership and Chairmanship as well.

4 He was appointed as the Committee Chairman w.e.f. 13th April 2017

5 He was inducted as a Committee Member w.e.f 13th April 2017

6 The Committee was reconstituted on 13th May2017 and he wasre-designated as the Chairman of the Committee.

7 The Committee was reconstituted on 13th May2017 and he wasre-designated as the Member of the Committee

iii. Meeting of Nomination and Remuneration Committee and attendance:

During the financial year under review the Nomination and Remuneration CommitteeMeetings was held twice in a year viz. 21st June 2016 and 31stAugust 2016 & the attendance of the members at the Nomination and RemunerationCommittee meeting was as follows:

Name of the Director

Attendance Particulars

Meeting Held during his tenure Meeting Attended during his tenure
Mr. Balaji 1 2 2
Mr. Raji 3 & 6 2 2
Mrs. Rathinamala 2 2 2
Mr. Krishna Prasad 4 & 5 - -
Ms. Purushotham Preetha 4 - -

Note:

1 He resigned from the Board of Directors w.e.f 13th April 2017 thusalso vacating the Committee Membership and Chairmanship as well.

2 She resigned from the Board of Directors w.e.f 13th April 2017 thusalso vacating the Committee Membership as well.

3 He was appointed as the Committee Chairman w.e.f. 13th April 2017

4 They was inducted as a Committee Member w.e.f. 13th April 2017

5 The Committee was reconstituted on 13th May2017 and he wasre-designated as the Chairman of the Committee.

6 The Committee was reconstituted on 13th May2017 and he wasre-designated as the Member of the Committee.

iv. Meeting of Stakeholder Relationship Committee and attendance:

During the financial year under review Stakeholder Relationship Committee Meetingswere held 4 times a year viz. 27th May 2016 31st August 2016 12thNovember 2016 and 01st March 2017 and the attendance of the members at theStakeholder Relationship Committee meeting was as follows:

Attendance Particulars

Name of the Director Meeting Held during his tenure Meeting Attended during his tenure
Mr. Balaji 3 4 4
Mr. Raji 4 & 7 4 4
Mr. Baskaran Sathya Prakash 1 1 1
Mr. M Soundararajan 2 3 3
Mr. Krishna Prasad 5 & 6 NA NA

Note:

1 He resigned from the Board of Directors w.e.f 21st June 2016 thusalso vacating the Committee Membership as well.

2 He was inducted as Committee Member w.e.f 22nd June 2016.

3 He resigned from the Board of Directors w.e.f 13th April 2017 thusalso vacating the Committee Membership and Chairmanship as well.

4 He was appointed as the Committee Chairman w.e.f. 13th April 2017

5 He was inducted as a Committee Member w.e.f 13th April 2017

6 The Committee was reconstituted on 13th May 2017 and he wasre-designated as the Chairman of the Committee.

7 The Committee was reconstituted on 13th May 2017 and he wasre-designated as the Member of the Committee.

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 has paid the Listing Fees to the Stock Exchange for the FY 2016-2017.

k. Utilization of the Proceeds from IPO:

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

The other Objects of the Issue also include creating a public trading market for theEquity Shares of our Company by listing them on BSE. We believe that the listing of ourEquity Shares will enhance our visibility and brand name and enable us to avail of futuregrowth opportunities.

The estimated cost of Brand Building was Rs. 208.28 lacs out of which the Company hasutilized Rs. 60.05 lacs towards the Brand Building and additional working capitalrequirements was Rs. 240.00 lacs and out of which the Company has utilized Rs. 80.00 lacstowards advances for materials. Further the Company has instead of keeping the fundsideal has employed the balance funds for timing being in Loan and Fixed Deposits fornegating the diminution in the value of money.

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

 

FY 2016-2017 FY 2015-2016
Particulars Amount (Rs. in Lacs) Amount (Rs. in Lacs)
Brand Building 60.05 60.05
Advances for Materials 80.00 80.00
Advance for Purchase of Shares -
Interest Bearing Loans 288.52 303.52
Cash and Bank Balances 15.00 -
Other Advances - -
F.D. with Bank - -

l. Information in terms of Section II of Part II of the Schedule V of the CompaniesAct 2013:

(i) Elements of remuneration Package of all the Director:

The details with regards to the remuneration Package of Director(s) is provided in"Point No. VI" of the Extract of Annual Return in the prescribed format preparedin accordance with Section 134(3)(a) and Section 92(3) of the Companies Act 2013

(ii) Details of Fixed Component and Performance linked incentives along with theperformance criteria:

The Company currently pays remuneration to only the Executive Director. The Companydoes not pay any remuneration by whatever name so called to its Non-Executive Director.Currently the entire remuneration being paid to the Executive Director contains only FixedComponent.

(iii) Service Contract Notice Period and Severance Fees:

The Company has not entered in to any Service Contract with Mr. MannankattipillaiSoundararajan Managing Director of the Company. Thus there is no Fixed Notice Period orSeverance Fees.

(iv) Stock Options if any:

The Company currently does not have any stock option scheme for its Employees orDirectors.

4. Auditors:

a. Statutory Auditor:

At the Annual General Meeting held on 05th August 2014 M/s. R A N K S& Associates Chartered Accountants (Firm Registration No. 329271E) were appointed asstatutory auditors of the Company from the conclusion of the 30thAnnual GeneralMeeting of the Company held on 05th August 2014 till the conclusion of the 34thAnnualGeneral Meeting to be held in the year 2018. In terms of the first proviso to Section 139of the Companies Act 2013 the appointment of the auditors shall be placed forratification at every Annual General Meeting. Accordingly the appointment of M/s. R A N KS & Associates. Chartered Accountants as Statutory Auditors of the Company isplaced for ratification by the shareholders. In this regard the Company has received acertificate from the Auditors to the effect that if their appointment is ratified itwould be in accordance with the provisions of Section 141 of the Companies Act 2013.

b. Secretarial Auditors:

Ms. Deepika K Company Secretary (COP: 18437) was appointed to conduct the SecretarialAudit of the Company for the FY 2016-2017 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:

The Auditors' report does not contain any qualifications reservations or adverseremarks.

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

> The Company has not appointed a Company Secretary and/or Compliance Officer interms of Section 203 (1)(ii) of the Companies Act 2013 and Regulation 6 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulation2015.

The Board with respect to the above mentioned qualification herewith submits that theBoard is in the Process of identifying a suitable candidate for the position of CompanySecretary cum compliance Officer.

> 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 theBoard is in the Process of identifying a suitable 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; However the Board ofDirectors are of the view that M/s. R A N K S & Associates Chartered Accountants theStatutory Auditors of the Company are competent to handle the auditing of the Company.

d. 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.

e. 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.

f. 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 same has been disclosed in the corporate governancereport under the heading Whistle Blower Policy which forms part of the directors' report.The Whistle Blower Policy is available on our website www.trivikrama.com.

g. Statement on Material Subsidiary:

The Company throughout the FY 2016-2017 had only one Subsidiary Company i.e. M/s. CKMHomecare Solutions Private Limited.

Our Subsidiary Company CKM Homecare Solutions Private Limited purchased the trademark "ROOSTER" from Sun-Up Botanics Private Limited Mumbai vide Deed ofAssignment dated July 21 2011. An application was made to the Registrar of Trademarks forentering the name of CKM Homecare Solutions Private Limited in the Register of Trade Marksas proprietor of the trademark "ROOSTER". Currently CKM Homecare SolutionsPrivate Limited is the proprietor of the trade mark "ROOSTER" bearing no. 365452in respect of "Insect Repellent Preparations" included in Class 5. Theregistration is valid upto August 28 2018.

During the FY 2016-2017 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 detailsof performance 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 website www.trivikrama.com.These documents will alsobe available for inspection during business hours at our registered office in ChennaiIndia.

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

h. Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015 yourCompany has constituted a comprehensive Code titled as "Code of Conduct for InternalProcedures and to Regulate Monitor and Report Trading by Insiders" which lays downguide lines and advises the Directors and Employees of the Company on procedures to befollowed and disclosures to be made while dealing in securities of the Company. The saidCode is available on our website www.trivikrama.com.

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 is not applicableto 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.

6. 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. 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. 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. We would also like to update your currentsignature records in our system. To achieve this we solicit your co-operation inproviding the following details and further request you to update all your records withyour Depository Participant (DP).

f. 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.

7. 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.

By Order of the Board of Directors
For TRIVIKRAMA INDUSTRIES LIMITED
Sd/- Sd/-
M SOUNDARARAJAN PURUSHOTHAM PREETHA
Date : 02.08.2017 (DIN: 07543168) (DIN: 07791399)
Place : Chennai Managing Director Director