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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
OPEN 8.40
PREVIOUS 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
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 2019.

1. Results of our Operations:

The Company's Standalone financial performance for the year ended 31st March 2019 issummarized below;

Particulars FY 2018-2019 FY 2017-2018
Revenue from Operations 903.76 217.14
Other Income 43.61 24.41
Total Income 947.38 241.55
Total Expenses 969.56 267.88
Profit Before Tax (22.19) (26.33)
Tax Expense
-Current Tax - -
-Deferred Tax - (1.70)
-Mat Credit Entitlement - -
Net Profit for the Year (22.19) (24.62)

The Company's consolidated financial performance for the year ended 31st March 2019 issummarized below;

(Rs. in Lacs)
Particulars FY 2018-2019 FY 2017-2018
Revenue from Operations 903.93 217.14
Other Income 43.61 24.41
Total Income 947.54 241.56
Total Expenses 970.20 268.67
Profit / (Loss) Before Tax & Extraordinary Items (22.66) (27.11)
Tax Expense
-Current Tax - -
-Deferred Tax - (1.70)
- Mat Credit Entitlement - -
Net Profit / (Loss) for the Year (22.66) (25.41)

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. 3.59) lacs as compared to previous year (Rs. 20.96) lacs.The net loss for the year under review has been Rs. 22.19 lacs as compared to the previousyear net loss of Rs. 24.62 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. 4.05) lacs as compared to previous year Rs. 21.75 lacs. Thenet loss for the year under review has been Rs. 22.66 lacs as compared to the previousyear net loss of Rs. 25.41 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 asAnnexure I. The Policy on Related Party Transaction is available on our websitehttp://trivikrama.com/investorrelation.aspx

g. Variation in market Capitalization:

Particulars As at 31st March 2019 As at 31st March 2018 Increase / Decrease in %
Market Value per share 5.00 5.00 -
No. of Shares 7114500 7114500 -
Market Capitalization 35572500 35572500 -
EPS (Standalone) (0.22) (0.35) -37.14
Price earnings ratio (22.72) (14.28) 59.10
Percentage increase/decrease in the Market Price of the Shares in comparison with the last Issue. (66.66)

Note: The IPO of the Company in the FY 2014-2015 was brought out at a rate of Rs. 15/-per share

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:

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 III 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.

As on 31st March 2019 the Company has no employees and therefore the question ofgiving the Details of the Top 10 employees as on 31st March 2019 as prescribed in theRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 does not arise.

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) continue to be the Managing Directorof the Company.

ii. Company Secretary:

• Ms. Manivakkam Sundaramurthy Bhuvana appointed as the Company Secretary of theCompany with effect from 3rd September 2019

iii. Chief Financial Officer (CFO):

• The Board is in the process of identifying a suitable candidate for the positionof Chief Financial Officer.

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:

• Ms. Manivakkam Sundaramurthy Bhuvana will be the Compliance Officer of theCompany.

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 27thSeptember 2018 approved the following;

• Adoption of Financial Statement for the financial year 31st March 2018.

• Re-appointment of Mrs. Preetha Viswanathan (DIN: 07991399) as Director of theCompany

• To appoint M/s. Sriram Ramachandran & Associates as the CharteredAccountants of the Company till the conclusion of 39th Annual General Meeting. Appointmentof Mr. Jayaram Kumar as Independent Director of the Company

• Appointment of Mr.Baskaran Sathya Prakash as Managing Director of the Company.

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;

• To re-appointment Ms Raji (DIN: 07302320) as Director of the Company who isliable to retire by rotation.

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 websitehttp://trivikrama.com/investorrelation.aspx

d. Details with regard to meeting of Board of Directors of the Company and attendancethereof:

During the FY 2018-2019 6 (Six) meetings of the Board of Directors of the Company wereheld i.e. on 26th April 2018 29th May 2018 30th May 2018 20th August 2018 14thNovember 2018 and 28th January 2019.

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;

Attendance Particulars No. of Chairmanship/ Membership of Board Committees in other Companies#
Name of Director Board Meeting Last AGM No. of Director- ships in other Public Company* Chairman Member
Mr. Jayaram Kumar3 6 Yes NA NA NA
Mr. Raji 6 Yes 1 - 2
Ms. PurushothamPreetha1 6 Yes - - -
Mr. Baskaran Sathya Prakash5 &8 6 Yes 1 - 1

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 2019 the Board consist of 4Members 1 of whom is an Executive Director and 1 of whom is an Non-Executive Director andthe other 2 are Independent Directors. The Board periodically evaluates the need forchange 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 our website http://trivikrama.com/investorrelation.aspx We affirmthat the remuneration paid to the director is as per the terms laid out in the saidpolicy.

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 websitehttp://trivikrama.com/investorrelation.aspx

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. Jayaram Kumar Chairman
Audit Committee Mr. Raji Member
Mr. Baskaran Sathya Prakash Member
Nomination and Remuneration Committee Mr. Jayaram Kumar Chairman
Mr. Raji Member
Ms. PurushothamPreetha Member
Stakeholders Relationship Committee Mr. Jayaram Kumar Chairman
Mr. Raji Member
Mr. Baskaran Sathya Prakash Member

ii. Meeting of Audit Committee and attendance:

During the financial year under review the Audit Committee Meetings were held 6 (Six)times a year viz. 26th April 2018 29th May 2018 30th May 2018 20th August 201814th November 2018 and 28th January 2019. and the attendance of the members at theAudit Committee meetings was as follows:

Attendance Particulars
Name of the Director Meeting Held during his tenure Meeting Attended during his tenure
Mr. Jayaram Kumar 6 6
Mr. Raji 6 6
Mr. Baskaran Sathya Prakash 6 6

iii. Meeting of Nomination and Remuneration Committee and attendance:

During the financial year under review the Nomination and Remuneration CommitteeMeetings was held 1 (One) times in a year viz. 20th August 2018 & the attendanceof the members at the Nomination and Remuneration Committee meeting was as follows:

Attendance Particulars
Name of the Director Meeting Held during his tenure Meeting Attended during his tenure
Mr. Jayaram Kumar8 1 1
Mr. Raji 3 & 6 1 1
Ms. PurushothamPreetha4 1 1

iv. Meeting of Stakeholder Relationship Committee and attendance:

During the financial year under review Stakeholder Relationship Committee Meetingswere held 4 (Four) times a year viz. 29th May 2018 20th August 2018 14th November2018 and 28th January 2019 and the attendance of the members at the StakeholderRelationship Committee meeting was as follows:

Attendance Particulars
Name of the Director Meeting Held during his tenure Meeting Attended during his tenure
Mr. Jayaram Kumar 4 4
Mr. Raji 4 4
Mr. Baskaran Sathya Prakash9 4 4

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 StockExchange for the FY 2018-2019.

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. 241.20 lacs and out of which the Company has utilized Rs. 383.52 (Rs.142.32 Lacs is spent in excess) towards advances for materials and public issue expenseswas proposed at 47.32 Lacs out of which the Company as utilized Rs. 53.23 Lacs.(Rs. 5.91lacs spent in excess). Further the Company has instead of keeping the funds ideal hasemployed the balance funds for timing being in Loan and Fixed Deposits for negating thediminution 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

 

Utilisation of Net Proceeds : Amount (Rs. in Lacs)
Particulars F.Y 2018-2019 F.Y 2017-2018
Brand Building 60.05 60.05
Advances 161.22 133.06
Interest Bearing Loans 210.50 235.06
Cash and Bank Balances 11.80 14.56
Total Net Proceeds 443.57 443.57

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 regard 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 andappended as Annexure VI to this report.

(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 the Managing Director ofthe Company. Thus there is no Fixed Notice Period or Severance Fees.

(iv) Stock Options if any:

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

m. 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 insecurities of the Company. The saidpolicy can be viewed on our website: http://trivikrama.com/investorrelation.aspx

4. Auditors:

a. Statutory Auditor:

M/s. L S S M & Co. Chartered Accountants {Firm Registration No. 013941S} has beenappointed as Auditor of the Company to hold the office till the conclusion of 39th AnnualGeneral Meeting to be held in the Financial Year 2023.

b. Secretarial Auditor:

The Board of Directors at the meeting held on 30th May 2018 has appointed Mr. H PNitesh Practicing Company Secretary to carry out Secretarial Audit under the provisionsof Section 204 of the Act for the financial year 2018-2019.

The Secretarial Audit Report for the FY 2018-2019 is appended as Annexure IV to thisreport.

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

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

The Auditors' report contains the following qualifications reservations or adverseremarks:

a. 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 2019 for a period of more than 6 months from the date they became payable

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:

i. The Company has not appointed Chief Financial Officer in terms of Section 203(1)(ii) of the Companies Act 2013 and rules made thereunder.

The Board is in the process of identifying suitable candidate for the position of ChiefFinancial Officer 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 http://trivikrama.com/investorrelation.aspx

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 a vailable on our websitehttp://trivikrama.com/investorrelation.aspx

g. Statement on Material Subsidiary:

The Company has only one Subsidiary Company i.e. M/s. CKM Homecare Solutions PrivateLimited.

During the FY 2018-2019 the Board of Directors (‘the Board') reviewed the affairsof the 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 websitehttp://trivikrama.com/investorrelation.aspx

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 to thisReport.

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. Disclosure w.r.t. to compliance with Secretarial Standards:

The Company herewith confirms that during the year under review the company hascomplied with all the applicable Secretarial Standards as issued by the Institute ofCompany Secretaries of India.

e. Reporting of Fraud by Auditors:

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

f. 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).

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.

7. Cost Records:

Your Company is required to maintain cost records and accounts as specified by theCentral Government under Sub-section (1) of Section 148 of the Companies Act 2013.

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.

By Order of the Board of Directors
For TRIVIKRAMA INDUSTRIES LIMITED
Sd/- Sd/-
BASKARAN SATHYA PRAKASH PURUSHOTHAM PREETHA
Date : 11.09.2019 (DIN: 01786634) (DIN: 07791399)
Place: Chennai Managing Director Director