Trombo Extractions Ltd.
|BSE: 519303||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE850O01011|
|BSE 00:00 | 27 Feb||Trombo Extractions Ltd|
|NSE 05:30 | 01 Jan||Trombo Extractions Ltd|
|BSE: 519303||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE850O01011|
|BSE 00:00 | 27 Feb||Trombo Extractions Ltd|
|NSE 05:30 | 01 Jan||Trombo Extractions Ltd|
TROMBO EXTRACTIONS LIMITED
The Directors' present the Annual report on the business and operations of your Companyfor the year 2019-2020.
1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:
2) BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIR:
During the year under review the total income was Rs. 48159/- as compared to Rs.295710/- of that of the previous Year. The Company has made loss of Rs. 1036763/- ascompared to profit of Rs. 9223/- of previous year. Efforts are being made to improve theperformance of the Company. The Company is operating in single division. Hence divisionwise working details are not required to be given. In the last month of FY 2019-20 theCOVID-19 pandemic developed rapidly into a global crisis forcing governments to enforcelock-downs of all economic activity. The focus of the company immediately shifted toensuring the health and well-being of all employees and on minimizing disruption ofservices for all our customers. To ensure that even in the lockdown stock of essentialcommodities isn't affected and supply of edible oil is available to the public at largein compliance of the Covid-19 Guidelines issued by the Govt. we were working at ourRegistered Office with minimum staff criteria as laid down by the regulatory authority.
3) CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of the business of the Company during the year underreview.
The Company has not declared any dividend for the year under review.
5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The company does not have any amount which required to be transferred to the InvestorEducation and Protection Fund (IEPF).
6) TRANSFER TO RESERVES:
The Board of Directors of the company has not proposed any amount to carry to anyreserves.
7) CHANGES IN SHARE CAPITAL:
The Issued Equity Share Capital as on March 31 2020 was Rs. 34792100/-
During the year under review the company has not changed its capital.
A) Issue of equity shares with differential rights:
During the year under review the Company has not issued any shares with differentialvoting rights.
B) Issue of sweat equity shares:
During the year under review the Company has not issued any sweat equity shares.
C) Issue of employee stock options:
During the year under review the Company has not issued any sweat equity shares.
D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees: The Company has no scheme of provision of moneyfor purchase of its own shares by employees or by trustees for the benefit of employees.Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules2014 are not required to be disclosed.
The Company has not borrowed loan from any Bank or Financial institution during theyear under review.
9) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:
The Company does not have any shares in the demat suspense account or unclaimedsuspense account. Hence Disclosures with respect to demat suspense account/ unclaimedsuspense account are not required to mention here.
10) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Ms. Meena Rajani Director retire by rotation at the forthcoming Annual General Meetingand being eligible offer herself for reappointment.
a) Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company.
During the year under review the company has accepted resignation of Mr. Munna LalShivnarayan and Mr. Jagdish Pandya from the post of Directorship w.e.f. 27.04.2019. Exceptmentioned above there were no changes in Directors and Key Managerial Personnel duringthe year under review.
11) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
The meetings of the Board of Directors are held at periodical intervals and aregenerally at the registered office of the Company Indore. The meeting dates are decidedwell in advance and the agenda and notes on agenda are circulated in advance to thedirectors. All material information is incorporated in the notes on agenda forfacilitating meaningful and focused discussion at the meeting. Where it is not perusableto attach supporting or relevant documents to the agendas the same is tabled before themeeting. In case of business exigencies or urgency of matters resolutions are passed bycirculation. Senior Management persons are often invited to attend the Board Meetings andprovide clarifications as and when required.
During the year 2019-20 06 (Six) Board Meetings were convened and duly held on:
The Board of Directors of the Company were present at the following Board Meeting heldduring the year under review:
* Resigned on 27/04/2019
Extraordinary General Meeting (EGM):
No Extra Ordinary General Meeting of the Company was held during the financial year2019-20.
During the year under review no resolution has been passed through the exercise ofpostal ballot.
12) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration Committees.
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
13) PARTICULARS OF EMPLOYEES& EMPLOYEE REMUNERATION:
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 providedas "Annexure- A" to the Board's report.
None of the employees of the Company drew remuneration of Rs.10200000/- or more perannum and Rs.850000/- or more per month during the year. No employee was in receipt ofremuneration during the year or part thereof which in the aggregate at a rate which isin excess of the remuneration drawn by the managing director or whole-time director ormanager and holds by himself or along with his spouse and dependent children not lessthan two percent of the equity shares of the company. Hence no information is required tobe furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
14) EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.
15) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES:
The Company does not have Subsidiaries Associate and Joint Venture Companies. Hencedetails for the same are not required to mention here.
16) CHANGE OF NAME:
The Company has not changed its name during the year under review.
17) STATUTORY AUDITORS:
The company has appointed M/s. S. N. Kabra & Co Chartered Accountants. CharteredAccountant Indore as a statutory Auditor of the company in Annual General Meeting of theCompany held on 30th September 2016 for a period of five year from the Conclusion of thisAnnual General Meeting until the conclusion of Annual General Meeting to be held in theyear 2021.
18) COST AUDITORS:
The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 since the cost audit is not applicable to the Company.
19) SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Rupali Modi Practicing Company Secretary to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed herewith as "Annexure-B".
Reply to the qualification Remarks in Secretarial Audit Report:
1. The company has informed to the promoters about the requirement of their respectingholding in dematerialized mode only.
2. Though the Company has not published notice for Financial Result the company hasuploaded the same on Website of the company and submitted to BSE Limited.
3. The Company is in process of appointment of Company Secretary. In absence of thesame the Company has appointed Mr. Jawahar Rajani Managing Director of the Company as aCompliance officer of the Company.
4. The quantum of the day to day transactions as well as turnover is of small size andhence internal auditor has not been appointed.
5. Company has fewer turnovers within city hence not obtained GST number.
6. The Company has paid Annual listing fees with interest.
7. The Company has noted the non compliance and is in process of submission ofShareholding pattern to comply with the requirement.
8. The Company has noted the same and is in process of revocation of suspension withthe requirement of office of BSE Ltd.
9. With reference to remark of point no. i and j the company is in process ofappointment of suitable person as an independent director of the company to comply withthe requirement of section 177(2) 178 and 149(4) of the Companies Act 2013.
10. The Company has noted the non compliance and undertake to timely submission ofAnnual Report and all other compliance in future.
11. The company is in process of appointment of Company Secretary as and when companysecretary will be appointed the company will file e-form INC-22A Active (Active CompanyTagging Identities and verification) to Ministry of Corporate Affairs as required underRule 25A of the Companies (Incorporation) Rules 2014.
12. The Company has noted the non compliance and is in process of filling of e-formDPT-3 (Return of Deposit) to Ministry of Corporate Affairs as required under subrule3 in Rule 16A of Companies (Acceptance of Deposits) Amendment Rules 2019.
20) RESPONSE TO AUDITOR'S REMARKS:
There were no qualifications reservations or adverse remarks made by Auditors in theirrespective reports. Observation made by the Statutory Auditors in their Report are selfexplanatory and therefore do not call for any further comments under section 134(3)(f) ofthe Companies Act 2013.
21) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The quantum of the day to day transactions as well as turnover is of small size andhence internal auditor has not been appointed however the Company has an InternalControl System commensurate with the size scale and complexity of its operations. Duringthe year under review the board of directors of the company review its existing internalcontrol system with a view of tighten the same and introduce system of self certificationby all the process owners to ensure that internal controls over all the key businessprocesses are operative.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.
22) AUDIT COMMITTEE:
The Audit Committee of the Board of Directors of the Company comprises 3 Members. aswell as those in section 177 of the Companies Act 2013 and include the reviewing ofquarterly half-yearly and annual financial statements before submission to the Boardensure compliance of internal control systems and internal audit timely payment ofstatutory dues and other matters.
During the year under review the Company has reconstituted the committee due toresignation of Mr. Munna Lal Shivnarayan and Mr. Jagdish Pandya on 27/04/2019. Ms. MeenaRajani and Mr. Jawahar Rajani were appointed as member of the committee and Mr. Jai KumarPandey was appointed as a chairman of the committee on 27/04/2019. During the year underreview 4 meetings of the committee were held 30/05/2019 14/08/2019 12/11/2019 and28/01/2020. The composition of committee and attendance at its meetings is given below:
The Board accepted the recommendations of the Audit Committee whenever made by theCommittee during the year.
23) VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Companywww.tromboextractions.com.
24) NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of the company have constituted a Nomination & RemunerationCommittee of Directors mainly for the purposes of recommending the Company's policy onRemuneration Package for the Managing/Executive Directors reviewing the structure designand implementation of remuneration policy in respect of key management personnel.
The Nomination & Remuneration Committee consisted of 3 Directors. During the yearunder review the Company has reconstituted the committee due to resignation of Mr. MunnaLal Shivnarayan and Mr. Jagdish Pandya on 27/04/2019. Ms. Meena Rajani and Mr. JawaharRajani were appointed as member of the committee and Mr. Jai Kumar Pandey was appointed asa chairman of the committee on 27/04/2019. During the year under review 1 meetings of thecommittee were held 27/04/2019. The name of members Chairman and their attendance at theRemuneration Committee Meeting are as under Committee of Board:
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management and their remuneration. The Remuneration Policy is also available on theCompany's website at www.tromboextractions.com
25) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consisted of 3 Directors. During the year underreview the Company has reconstituted the committee due to resignation of Mr. Munna LalShivnarayan and Mr. Jagdish Pandya on 27/04/2019. Ms. Meena Rajani and Mr. Jawahar Rajaniwere appointed as member of the committee and Mr. Jai Kumar Pandey was appointed as achairman of the committee on 27/04/2019. During the year under review 4 meetings of thecommittee were held 11/04/2019 12/07/2019 05/10/2019 and 06/01/2020. The name ofmembers Chairman and their attendance at the Stakeholders Relationship Committee are asunder Committee of Board:
* Resigned on 27/04/2019 ** Appointed on 27/04/2019
The status of shareholders' complaints received so far/number not solved to thesatisfaction of shareholders/number of pending share transfer transactions (as on 31stMarch 2020 is given below):-
Mr. Jawahar Rajani is Compliance Officer of the company for the purpose of complyingwith various provisions of Securities and Exchange Board of India (SEBI) ListingAgreement with Stock Exchanges Registrar of Companies and for monitoring the sharetransfer process etc.
a) Share Transfer System: All the transfers are received and processed by shareTransfer agents and are approved by share transfer committee. Share Transfer requestsreceived in physical form are registered within 30 days and demat requests are confirmedwithin 15 days.
b) Dematerialization of shares and liquidity:
Details of Registrar and Share Transfer agent of the Company for dematerialization ofshares:
26) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY:
Risk management is embedded in your company's operating framework. Your companybelieves that managing risk helps in maximizing returns. The company's approach toaddressing business risk is comprehensive and includes periodic review of such risks and aframework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. Someof the risks that the company is exposed to are:
Commodity Price Risks
The Company is exposed to the risk of price fluctuation of raw material as well asfinished goods. The company proactively manages these risks through forward bookingInventory management and proactive vendor development practices. The Company's reputationfor quality product differentiation and service coupled with existence of powerful brandimage with robust marketing network mitigation the impact the impact of price risk onfinished goods.
The company is exposed to risks attached to various statues and regulations includingthe company Act. The company is mitigating these risks through regular review of legalcompliances carried out through internal as well as external compliance audits.
Human Resources Risks
Retaining the existing talent pool and attracting new talent are major risks. Thecompany has initialed various measures including rolling out strategic talent managementsystem training and integration of learning and development activities.
Emerging businesses capital expenditure for capacity expansion etc. are normalstrategic risk faced by the company. However the company has well-defined processes andprocedures for obtaining approvals for investments in new business and capacity expansionetc.
27) EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as "AnnexureC".
28) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There is no any Material changes occurred subsequent to the close of the financial yearof the Company to which the balance sheet relates and the date of the report.
29) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There is no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future during theyear under review.
30) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Company has adequate and proper Internal financial controls with reference to theFinancial Statements during the year under review.
31) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has not entered any related party transactions during the financial yearunder review.
32) PUBLIC DEPOSIT:
During the year under review the Company has not accepted any deposits to which theprovisions of section 73 74 of the Companies Act 2013 read with Acceptance of DepositsRules 2014 as amended are applicable.
33) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186: Details ofLoans Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act 2013 are given in the notes to the Financial Statements.
34) CORPORATE GOVERNANCE:
As per SEBI circular no: CFD/POLICYCELL/7/2014 dated 15th September 2014(Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 shall not be mandatory to the following class of companies:
a) Companies having paid up equity share capital not exceeding Rs.10 crore and NetWorth not exceeding Rs.25 crore as on the last day of the previous financial year;Provided that where the provisions of (Regulation 27(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 becomes applicable to a company at a laterdate such company shall comply with the requirements of (Regulation 27(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 within six months fromthe date on which the provisions became applicable to the company. Accordingly it may benoted that the paid up share capital of the Company is below Rs. 10 crore and Net Worth ofthe Company has not exceeded Rs.25 crore as on 31st March 2020 and henceCorporate Governance is not applicable to the Company.
35) MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis Report pursuant to Schedule V of the SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 forms part of this Report andthe same is annexed as "Annexure-D".
36) DETAIL OF FRAUD AS PER AUDITORS REPORT:
There is no fraud in the Company during the Financial Year ended 31st March2020. This is also being supported by the report of the auditors of the Company as nofraud has been reported in their audit report for the financial year ended 31st March2020.
37) OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder.
During the financial year 2019-20 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31st March2020.
38) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is Nil.
39) CORPORATE SOCIAL RESPONSILIBILTY (CSR):
The Provision of Section 135 of the Company Act 2013 are not applicable since thecompany does not fall under Category of Rule 9 of the Corporate Responsibility Rules 2014.
40) DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the year endedMarch 31 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2020 and of theprofit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual financial statements have been prepared on a going concernbasis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively
41) SECRETARIAL STANDARDS:
The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectively havebeen duly followed by the Company.
42) LISTING WITH STOCK EXCHANGES:
The Company confirms that it not has paid the Annual Listing Fees for the year2019-2020 to BSE where the Company's Shares are listed.
43) PREVENTION OF INSIDER TRADING:
The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibitionof Insider Trading) Regulation 2015 ("The PIT Regulations"). The PITregulations has come into effect from May 15 2015 and replaced the earlier Regulations.The object of the PIT Regulation is to curb the practice of insider trading in thesecurities of a listed company.
The company has adopted an Internal Code of Conduct for Regulating Monitoringand Reporting of Trades by insiders' ("the code") in accordance with therequirements of the PIT regulations.
The Code is applicable to promoters and Promoter's Group all Directors and suchDesignated Employees who are expected to have access to unpublished price sensitiveinformation relating to the Company. The Company Secretary is the Compliance Officer formonitoring adherence to the said Regulations.
The company has also formulated 'The Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with SEBI(Prohibition of Insider Trading) Regulation 2015. This Code is displayed on the Company'swebsite viz. www.tromboextractions.com.
The management is grateful to the government authorities Bankers Vendors farmers fortheir continued assistance and co-operation. The directors also wish to place on recordthe confidence of members in the company.