To,
The Members,
Trident Texofab Limited
Your Directors are pleased to present the 15th Annual Report along with the
Audited Financial Statements of the Company for the Financial Year ended on March 31,
2023.
1. FINANCIAL RESULT:
(' in Lakhs)
Particulars | |
2022-23 |
2021-22 |
Growth |
Income from operation |
9635.63 |
8429.30 |
14 % |
Other Income |
190.35 |
74.13 |
157% |
Profit before Financial cost, Depreciation and Exceptional items
& Tax (EBITDA) |
821.16 |
552.65 |
49% |
Interest |
371.14 |
283.00 |
31% |
Depreciation |
164.41 |
146.58 |
12% |
Profit/(Loss) before Exceptional and Extraordinary items |
285.61 |
123.07 |
132% |
Profit/(Loss) before Tax |
272.60 |
127.34 |
114% |
Profit/(Loss) after Tax |
221.84 |
98.27 |
126% |
Total Comprehensive Income for period |
221.84 |
98.27 |
126% |
Earnings per share (Basic & Diluted) (in ') |
2.20 |
0.98 |
124% |
2. BUSINESS OVERVIEW:
The Key highlights pertaining to the business of the Company for the year 2021-22 and
period subsequent there to have been given hereunder. (Amounts in Lakhs).
Your Directors inform you that, during the year under review, Your Company has revenue
from operations of ' 9635.63 and EBITDA of 821.16 as against ' 8429.30 and ' 552.65
respectively in the previous year. During the year under review the Company has earned net
profit after tax amounting to ' 221.84 as against ' 98.27 in the previous year. The
Company's earnings per share were ' 2.20 during the current year. Your Directors are
hopeful to achieve better financial performance in the coming years.
A detailed discussion on financial and operational performance of the Company is given
under "Management Discussion and Analysis Report" forming part of this Annual
Report.
3. APPROPRIATIONS:
Dividend:
The Board of Directors does not recommend a dividend for the year under review.
Transfer to Reserve:
The Board of Directors have not proposed to transfer any amount to any Reserve.
Therefore, entire profits of ' 221.84 Lakhs earned during the financial year 2022-23 have
been retained in profit and loss account.
Bonus Shares:
During the year the Company has not allotted any Bonus Shares to its members.
4. RIGHT ISSUE:
During the year the Company has not issued any Right shares to its members.
5. DEPOSITORY SYSTEM:
As members are aware, the Company's shares are compulsorily tradable in the electronic
form. As on March 31,2023, 100% of the Company's total paid-up capital representing
1,00,70,100 equity shares were in dematerialized form.
6. CHANGE IN THE NATURE OF THE BUSINESS:
There was no change in nature of the business during the financial year 2022-23.
7. SHARE CAPITAL:
Your Company's Authorized, issued and Subscribed Equity Share Capital is '
12,00,00,000/- (Rupees Twelve Crores only) divided into 1,18,00,000 (One Crore Eighteen
Lakhs only) equity share of ' 10/-(Rupees Ten only) each and 2,00,000 (Two Lakhs)
Preference Shares of ' 10/- (Rupees Ten only) each.
Your Company's paid-up Equity Share Capital as on March 31, 2023 was ' 1007.01 Lakhs,
comprising 1,00,70,100 equity shares of ' 10 each, fully paid up.
As on the date of this report, all equity shares of the Company are continuance listed
on main Board of BSE w.e.f. October 20, 2020 and the Company has paid the annual listing
fees for the year 2023-24.
8. CREDIT RATING:
The details on Credit Rating are set out in the Corporate Governance Report, which
forms part of this report.
9. DISCLOSURES RELATING TO
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
There were no Subsidiaries, Associates and Joint Ventures of the Company during the
period under review.
10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
The Company has duly complied with the provision of section 186 of the Companies Act,
2013 and Rules made there under. Details on loans or investments are mentioned in
financial statements of this Annual Report.
11. INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review, the Company has not transferred any amount to the
Investor Education and Protection Fund.
12. EMPLOYEE STOCK OPTION:
The Company has not issued any Employee Stock Option.
13. RELATED PARTY TRANSACTIONS:
Your Company has implemented a policy on Related Party Transactions and the said Policy
is available on the Company's website: www.tridenttexofab.com.
All contracts, arrangements and transactions entered by the Company with related
parties during financial year 2022-23 were in the ordinary course of business and on an
arm's length basis.
During the financial year under review, there were no contracts, arrangements or
transactions entered during financial year 2022-23 that fall under the scope of Section
188(1) of the Companies Act, 2013. Accordingly, the prescribed Form AOC-2 is not
applicable to the Company for the financial year 2022-23 and hence does not form part of
this report.
Further, all such contracts/arrangements/ transactions were placed before the Audit
Committee and Board, for their approval. Prior approval/s of the Audit Committee/Board are
obtained on an annual basis, which is reviewed and updated on quarterly basis.
14. DEPOSITS:
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act
read with rules made thereunder at the end of the FY 2022-23 or the previous financial
years. Your Company did not accept any deposit during the year under review.
15. PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
A statement giving details of conservation of energy, technology absorption, foreign
exchange earnings and outgo, in accordance with Section 134(3)(m) of the Act, read with
the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as ("Annexure-A")
hereto and forms part of this report.
16. PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES:
The statement containing particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is
given in the Statement annexed herewith as ("Annexure-B").
Further, no employee of the Company was in receipt of the remuneration exceeding the
limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, hence no information as required under the provisions
of Section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this
report.
Further, no employee of the Company was in receipt of the remuneration exceeding the
limits prescribed in the Rule.
In accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the
Listing Regulations, the Nomination and Remuneration Committee of the Board of Directors
approved the 'Board Diversity and Remuneration Policy' which is available on the website
of the Company www.tridenttexofab.com.
17. EQUAL EMPLOYMENT OPPORTUNITIES:
Being an equal opportunity employer, the Company will do its utmost to ensure that all
of its employees are treated fairly during the period of their employment irrespective of
their race, religion, sex (including pregnancy), color, creed, age, national origin,
physical or mental disability, citizenship status, ancestry, marital status veteran
status, political affiliation, or any other factor protected by law. All
decisions regarding employment will be taken based on merit and business needs only.
18. ANNUAL RETURN:
In Compliance with the provision of Section 92(3) and Section 134(3)(a) of the
Companies Act, 2013, the draft Annual Return in Form MGT-7 for the Financial Year 2022-23,
is made available on the website of the Company at https://www.tridenttexofab.com.
19. CORPORATE GOVERNANCE:
Pursuant to the provisions of Regulation 34(3) read with Part-C of Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Report on Corporate Governance is annexed hereto and forms part of
this Report. ("Annexure-C") Your Company is committed to transparency in
all its dealings and places high emphasis on business ethics.
The requisite Compliance Certificate as required under Part E of Schedule V of the
Listing Regulations, issued by CS Mehul Amareliya, Company Secretary in Practice (C.P. No.
24321), pertaining to the compliance of the conditions of Corporate Governance, is also
annexed ("Annexure-D") hereto which forms part of this Report.
20. RISK MANAGEMENT:
Risk Management is the systematic process of understanding, measuring, controlling and
communicating an organization's risk exposures while achieving its objectives. Risk
Management is an important business aspect in the current economic environment and its
objective is to identify, monitor and take mitigation measures on a timely basis in
respect of the events that may pose risks for the business. The Company's risk-management
strategy is to identify, assess and mitigate any significant risks. We have established
processes and guidelines, along with a strong overview and monitoring framework at the
Board and Senior Management levels. The Board of Directors regularly reviews risks and
threats and takes suitable steps to safeguard its interest and that there is no element of
risk identified that may threaten the existence of the Company. The focus shifts from one
area to another area depending upon the prevailing situation. A detailed report on
significant risks and mitigation is forming part of Management's Discussion and Analysis.
21. INSURANCE:
The Company has taken all the necessary steps to insure its properties and insurable
interests, as deemed appropriate and also as required under the various legislative
enactments.
22. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)
(c) read with 134(5) of the Act, your Directors confirm that:
(a) The applicable accounting standards have been followed along with proper
explanation relating to material departures, if any, in the preparation of the annual
accounts;
(b) appropriate accounting policies have been selected and applied consistently and
judgments and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of the financial year
and of the profit of the Company for that period;
(c) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls have been laid down and followed by the Company
and that such internal financial controls are adequate and were operating effectively; and
(f) Proper systems to ensure compliance with the provisions of all the applicable laws
have been devised and that such systems were adequate and are working effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and reviews
performed by the management and relevant Board Committee, the Board is of the opinion that
the Company's internal financial controls were adequate and effective during the financial
year 2022-23.
23. INTERNAL CONTROL SYSTEM:
Your Company has put in place adequate internal financial controls with reference to
the financial statements. The Board has adopted the policies and procedures for ensuring
the orderly and efficient conduct of its business including adherence to the Company's
policies, the safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and timely preparation of reliable
financial disclosures. During the year, such controls were tested and no reportable
material weaknesses in design or operation were observed. The Internal Auditor certifies
on the assurance of adequacy of Internal Control System on quarterly basis which are
regularly reviewed by the Audit Committee. Independence of the audit is ensured by the
direct reporting of internal audit functions to the Audit Committee of the Board.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Directors of your Company are well experienced with expertise in their respective
fields of technical, finance, strategic and operational management and administration.
None of the Directors of your Company are disqualified under the provisions of Section
164(2)(a) and (b) of the Act.
Mrs. Ami Ashwinbhai Desai (DIN: 09147974)
has tendered her resignation from the post of an Independent Directors of the Company
due to her personal reasons and other professional commitments with effect from July 9,
2022. The Board places on record its sincere appreciation for her services and expert
inputs provided during her tenure as the Independent Directors of your Company.
Mr. Rushi Hemantkumar Jagani (DIN: 09756089) has been appointed as additional
non-executive Independent Director of the Company w.e.f. October 4, 2022 on recommendation
of the Nomination and Remuneration committee and Regularized as Non-Executive Independent
Director by passing postal ballot/remote E-voting on January 4, 2023. After the closure of
the financial year, Mr. Rushi Hemantkumar Jagani tendered his resignation from the post of
an Independent Directors of the Company due to his personal reasons and other professional
commitments with effect from June 2, 2023. The Board places on record its sincere
appreciation for her services and expert inputs provided during her tenure as the
Independent Directors of your Company.
After the closure of the financial year, Mrs. Vrusti Patel (DIN: 08772077) has tendered
her resignation from the post of an Independent Directors of the Company due to her
personal reasons and other professional commitments with effect from July 15, 2023. The
Board places on record its sincere appreciation for her services and expert inputs
provided during her tenure as the Independent Directors of your Company.
During the year under review, Ms. Sanju Patel, Company Secretary and Compliance officer
has resigned from the post of Company Secretary with effect from October 11, 2022 due to
her personal reasons. On the Recommendation of Nomination and Remuneration committee, the
Board had its meeting held on January 2, 2023 appointed Mr. Rahul Jariwala, Company
Secretary and Compliance officer of the Company w.e.f. January 2, 2023.
After the closure of the financial year, Mr. Jenish Jariwala, Chief Financial Officer
has resigned from the post of Company with effect from April 24, 2023 due to his personal
reasons. In his Place Mr. Rahul Jariwala appointed as Chief Financial Officer of the
Company w.e.f. April 24, 2023.
After the closure of the financial year, Dr. Mishal Shailesh Patel (DIN: 10250091) has
been appointed as Additional Non-Executive Independent Director of the Company w.e.f.
August 10, 2023 on recommendation of the Nomination and Remuneration committee for a first
term of Five (5) years effective from August 10, 2023, not liable to retire by rotation,
subject to approval of the shareholders of the Company.
Pursuant to provisions of Companies Act, 2013 ('Act'), Mr. Manish Dhirajlal Halwawala
(DIN 08958684), who is liable to retire by rotation and being eligible, offers himself for
re-appointment at the ensuing AGM. Further, the Nomination & Remuneration Committee
and the Board of Directors have recommended his re-appointment for the approval of the
shareholders of the Company in the forthcoming Annual General Meeting of the Company.
Brief resume of Mr. Manish Dhirajlal Halwawala and Dr. Mishal Shailesh Patel and thier
educational/ professional qualifications, nature of working experience, achievements,
name(s) of the companies in which he holds Directorships, Memberships and Chairmanships in
various Committees and his relationship between Directors inter-se are provided in the
notice convening the 15th AGM of your Company.
The composition of the Board complies with the requirements of the Companies Act, 2013
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") as on the year ended on March 31,2023.
25. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES:
1. Board Meetings:
The Board of Directors met 14 times during the financial year ended March 31,2023 in
accordance with the provisions of the Companies Act, 2013 and rules made there under. The
details thereof are given in the Corporate Governance Report forming part of the Annual
report.
2. Committee Meetings:
Audit Committee:
During the financial year, the Audit Committee of the Board was re-constituted on July
9, 2022. As on March 31, 2023, the Audit Committee of the Board comprises of three members
viz; Mrs. Vrusti Patel (Independent and Non- Executive Director)-Chairperson, Mrs. Ankita
Jignesh Saraiya (Independent and Non- Executive Director)- Member and Mrs. Natasha
Karbhari (Independent and NonExecutive Director)- Member.
After the closure of the financial year, the Audit Committee of the Board was
reconstituted on July 15, 2023 by resignation of Mrs. Vrusti Patel and inducting Mr.
Manish Dhirajlal Halwawala, Executive Director as new Member of the Committee and change
in designation of Mrs. Ankita Jignesh Saraiya from member to chairperson of the audit
committee.
After the closure of the financial year, the Audit Committee of the Board was again
reconstituted on August 10, 2023 by inducting Dr. Mishal Shailesh Patel, Independent
Director as new Member of the Committee.
Post reconstitution, the composition of the Audit Committee shall be as under:
Sr. Name of the Director No. |
Position in committee |
Nature of Directorship |
1 Mrs. Ankita Jignesh Saraiya |
Chairperson |
Non-Executive & Independent Director |
2 Mrs. Natasha Karbhari |
Member |
Non-Executive & Independent Director |
3 Dr. Mishal Shailesh Patel |
Member |
Non-Executive & Independent Director |
4 Mr. Manish Dhirajlal Halwawala |
Member |
Executive Director |
All recommendations made by the Audit Committee were accepted by the Board during the
year 2022-23. The brief details of the Audit Committee are given in the Corporate
Governance Report forming part of the Annual Report.
Nomination and Remuneration Committee:
During the financial year, the Nomination and Remuneration Committee of the Board was
re-constituted on July 9, 2022. As on March 31, 2023, the Nomination and Remuneration
Committee of the Board comprises of three members viz; Mrs. Vrusti Patel (Independent and
Non- Executive Director)-Chairperson, Mrs. Ankita Jignesh Saraiya (Independent and
Non-Executive Director)- Member and Mrs. Natasha Karbhari (Independent and Non-Executive
Director) - Member.
After the closure of the financial year, the Nomination and Remuneration Committee of
the Board was reconstituted on July 15, 2023 by resignation of Mrs. Vrusti Patel and
change in designation of Mrs. Ankita Jignesh Saraiya from member to chairperson of the
Nomination and Remuneration committee.
After the closure of the financial year, the Nomination and Remuneration Committee of
the Board was again reconstituted on August 10, 2023 by inducting Dr. Mishal Shailesh
Patel, Independent Director as new Member of the Committee.
Post reconstitution, the composition of the Nomination and Remuneration Committee shall
be as under:
Sr. Name of the Director |
Position |
Nature of Directorship |
No. |
in committee |
|
1 Mrs. Ankita Jignesh Saraiya |
Chairperson |
Non-Executive & Independent Director |
2 Mrs. Natasha Karbhari |
Member |
Non-Executive & Independent Director |
3 Dr. Mishal Shailesh Patel |
Member |
Non-Executive & Independent Director |
The brief details of the Nomination and Remuneration Committee are given in the
Corporate Governance Report forming part of the Annual Report.
Stakeholders Relationship Committee:
The Committee reviews and ensures redressal of investor grievances. The Stakeholders
Relationship Committee of the Board was reconstituted on July 9, 2022.
During the financial year, the Stakeholders Relationship Committee of the Board was
re-constituted on July 9, 2022. As on March 31, 2023, the Nomination and Remuneration
Committee of the Board comprises of three members viz; Mrs. Vrusti Patel (Independent and
Non-Executive Director)-Chairperson, Mrs. Ankita Jignesh Saraiya (Independent and
Non-Executive Director)- Member and Mrs. Natasha Karbhari (Independent and NonExecutive
Director)- Member.
After the closure of the financial year, the Stakeholders Relationship Committee of the
Board was reconstituted on July 15, 2023 by resignation of Mrs. Vrusti Patel and inducting
Mr. Manish Dhirajlal Halwawala, Executive Director as new Member of the Committee and
change in designation of Mrs. Ankita Jignesh Saraiya from member to chairperson of the
Stakeholders Relationship committee.
After the closure of the financial year, the Stakeholders Relationship Committee of the
Board was again reconstituted on August 10, 2023 by inducting Dr. Mishal Shailesh Patel,
Independent Director as new Member of the Committee.
Post reconstitution, the composition of the Stakeholders Relationship Committee shall
be as under:
Sr. Name of the Director No. |
Position in committee |
Nature of Directorship |
1 Mrs. Ankita Jignesh Saraiya |
Chairperson |
Non-Executive & Independent Director |
2 Mrs. Natasha Karbhari |
Member |
Non-Executive & Independent Director |
3 Dr. Mishal Shailesh Patel |
Member |
Non-Executive & Independent Director |
4 Mr. Manish Dhirajlal Halwawala |
Member |
Executive Director |
The brief details of the Stakeholders Relationship Committee are given in the Corporate
Governance Report forming part of the Annual Report.
Details of Investors grievances/Complaints:
During the financial year 2022-23, Company has received 1 (one) Complaints received
from the Investor, Company has given a satisfactorily reply of complaint and
satisfactorily disposed off. No pending complaints of the Shareholders/ Investors
registered with SEBI at the end of the current financial year ended on March 31, 2023.
There were no pending requests for share transfer/dematerialization of shares as of March
31,2023.
Management Committee:
The Management Committee acts in accordance with the terms of reference specified by
the Board of Directors of the Company. The Management Committee met 4 (Four) times during
the year. The details pertaining to the composition are included in the Corporate
Governance Report, which is a part of this report.
3. Meeting of Independent Directors:
A separate meeting of the independent Directors of the Company for the FY 2022-23 was
on March 29, 2023 where all the independent Directors were present under the requirement
of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
26. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
27. DECLARATIONS BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 149(7) of the Act and Regulation 16(1)(b) of the
Listing Regulations, your Company has received individual declarations from all the
Independent Directors, confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Act and the Rules made thereunder. The Independent
Directors have also confirmed that there has been no change
in the circumstances which may affect their status as Independent Directors and they
are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge duties with an
objective independent judgment and without any external influence and that they are
independent of the management.
28. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
A policy on familiarization program for independent Directors has been adopted by the
Company. All new Independent Directors inducted to the Board are presented with an
overview of the Company's business operations, products, organization structures and about
the Board Constitutions and its procedures. The policy is available at the Company's
website www.tridenttexofab.com.
29. EVALUATION OF BOARD'S PERFORMANCE:
In line with the Corporate Governance Guidelines of the Company, Annual Performance
Evaluation was conducted for all Board Members as well as the working of the Board and its
Committees. This evaluation was led by the Chairman of the Nomination and Remuneration
Committee with specific focus on performance and effective functioning of the Board. The
Board evaluation framework has been designed in compliance with the requirements under the
Companies Act, 2013 and the Listing Regulations. The Board evaluation was conducted
through questionnaire designed with qualitative parameters and feedback based on ratings.
The exercise was carried out through a structured evaluation process covering various
aspects of the Boards functioning such as composition of the Board & committees,
experience & competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc.
The performance of the Board and its Committees, individual Directors, and Chairpersons
were found satisfactory.
30. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:
The performance evaluation criteria for Independent Directors are determined by the
Nomination and Remuneration Committee. An indicative list of factors that may be evaluated
include participation and contribution by a Director, commitment, effective
deployment of knowledge and expertise, effective management of relationship with
stakeholders, integrity, expertise and experience (including the proficiency) and
maintenance of confidentiality and independence of behavior and judgement.
31. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy for the vigil mechanism of Directors and
employees to report to the management about the unethical behavior, fraud or violation of
Company's code of conduct. The mechanism provides for adequate safeguards against
victimization of employees and Directors who use such mechanism and makes provision for
direct access to the chairman of the Audit Committee in exceptional cases. None of the
personnel of the Company have been denied access to the Audit Committee. The Whistle
Blower Policy is displayed on the Company's website viz. www.tridenttexofab.com.
32. PREVENTION OF INSIDER TRADING:
The Company has adopted an Internal Code of Conduct for Regulating, Monitoring and
Reporting of Trades by Insiders ("the Code") in accordance with the SEBI
(Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations).
The Code is applicable to Promoters and Promoter's Group, all Directors and such
Designated Employees (includes Relatives of Designated Person) and any other person
covered under the SEBI (Prohibition of Insider Trading) Regulations, 2015(The PIT
Regulations) who are expected to have access to unpublished price sensitive information
relating to the Company. The Company Secretary is the Compliance Officer for monitoring
adherence to the said PIT Regulations.
The Company has also formulated 'The Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information (U PSI)' in compliance with the PIT
Regulations. This Code is displayed on the Company's website viz. www.tridenttexofab.com.
33. CODE OF CONDUCT:
The Company has adopted Code of Business Conduct & Ethics ("the Code")
which is applicable to the Board of Directors, Senior Management, Key Managerial
Personnel, Functional heads and all professionals serving in the roles of finance, tax,
accounting, purchase and investor relations of the Company. The Board of Directors and the
members of the Senior Management Team (one level below the Board of Directors) of the
Company are required to affirm annual Compliance of this Code. A declaration signed by the
Chairman and Managing Director of the Company to this effect is placed at the end of this
report as Annexure-E. The Code requires Directors and Employees to act honestly,
fairly, ethically and with integrity, conduct themselves in
a professional, courteous and respectful manner. The Code is displayed on the Company's
website viz. www.tridenttexofab.com.
34. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE:
The Company is conscious of the importance of environmentally clean and safe
operations. The Company's policy requires conduct of operations in such a manner so as to
ensure safety of all concerned, compliances of environmental regulations and preservation
of natural resources. As required by the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and
implemented a policy on prevention of sexual harassment at the workplace with a mechanism
of lodging complaints. Besides, redressal is placed on the intranet for the benefit of
employees.
Following is a summary of sexual harassment complaints received and disposed off during
F.Y. 2022-23:
No. of complaints not resolved as on April 1,2022: Nil
No. of complaints received in financial year
2022-23: Nil
No. of complaints resolved in financial year
2022-23: Nil
No. of complaints not resolved as on March 31, 2023: Nil
35. STATUTORY AUDITORS AND INDEPENDENT AUDITORS' REPORT:
M/s. Shah Kailash & Associates., Chartered Accountants, (Firm Registration No.
109647W) have been appointed as the Statutory Auditors of your Company for a tenure of 5
(five) years from July 29, 2019. The Auditors' Report given by M/s. Shah Kailash &
Associates, Statutory Auditors, on the Financial Statements of your Company, for the year
ended March 31,2023, forms part of the Annual Report. There is no qualification,
reservation or adverse remark or any disclaimer in their Report. The Auditors' Report for
the year is self-explanatory & does not contain any modified opinion, hence need no
comments.
36. REPORTING OF FRAUDS:
There have been no frauds reported under subsection (12) of Section 143 of the Act,
during the financial year under review, to the Audit Committee or the Board of Directors.
37. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
The Company has appointed CS Mehul Amareliya, Company Secretary in Practice (C.P. No.
24321) as the Secretarial Auditors for the financial year 2022-23
in accordance with Section 204 of the Act. The Report on Secretarial Audit for the
financial year 2022-23, in Form MR-3, is annexed hereto as Annexure-F and forms
part of this Report.
Auditors comment:
The Company not filed e-form MGT-14 for Board Resolution dated October 1, 2022
pertaining to issue of Unlisted Secured Redeemable Non-Convertible Debentures and Unlisted
Unsecured Compulsorily Convertible Debentures.
Explanation to Auditors comment:
The board of Directors unanimously decided to cancel proposed issue of debentures in
the interest of the Company after carefully considering existing and future business
environment and other external factors. Hence, due to not proceed further with proposed
issue of debentures, the Company has not filed the E-Form MGT-14 after considered that the
said action will not in any way affect in negative terms to any stakeholders.
38. SECRETARIAL STANDARDS:
The Company has complied with all the applicable secretarial standards issued by the
Institute of Company Secretaries of India.
39. INTERNAL AUDITORS:
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of
Directors of the Company have appointed M/S Purshottam Khandelwal & Co, Chartered
Accountant as an Internal Auditor of the Company, for the financial year 202223. The audit
committee of the Board of Directors in consultation with the Internal Auditor formulates
the scope, functioning, periodicity and methodology for conducting the internal audit.
40. COST RECORDS AND AUDIT:
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.
41. LOAN FROM DIRECTORS:
During the year under reporting, the Company has taken ' 532.95 Lakhs Unsecured Loan
from Directors and relatives of Directors and repaid of ' 547.70 Lakhs and closing balance
was of ' 385.30 Lakhs. Pursuant to rule 2(c)(viii) of the Companies (Acceptance of
Deposits) Rules, 2014 declaration has been received from them that the amount has not been
given out of the funds acquired by them, either by borrowings or by accepting loans or
deposits from others. Refer Note No. 29 of the Financial Statement.
42. KEY MANAGERIAL PERSON:
Pursuant to the provisions of section 203 of the Companies Act, 2013 read with rules
framed
thereunder the following persons are the key Managerial Personnel of the Company:
1) Mr. Hardik Jigishkumar Desai, Managing Director;
2) Mr. Chetan Chandrakant Jariwala, Whole-Time Director;
3) Mr. Rahul Jariwala, Company Secretary and Compliance Officer & Chief Financial
Officer
43. GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
A. Issue of equity shares and differential rights as to dividend, voting or otherwise.
B. Issue of Shares (including sweat equity shares) to employees of the Company under
any scheme.
C. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
D. Material changes and commitments after the closure of the financial year till the
date of this Report, which affects the financial position of the Company.
E. Details relating to deposits covered under Section 73 of the Act read with Chapter V
of the Act and the Companies (Acceptance of Deposits) Rules, 2014.
F. There was no proceeding initiated/pending against your Company under the Insolvency
and Bankruptcy Code, 2016.
G. The Company has not made any one-time
settlement for loans taken from the Banks or Financial Institutions, and hence the
details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof is not applicable.
44. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their sincere appreciation of the wholehearted
cooperation received from the Company's Shareholders, Bankers, various authorities of the
Governments and business associates.
45. CAUTIONARY STATEMENT:
Statements in the Board's Report and the Management Discussion and Analysis describing
the Company's objectives, projections, estimates, expectations or predictions may be
'forward looking statements' within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those
expressed or implied. Important factors that could make a difference to the Company's
operations include global and Indian demand supply conditions, finished goods prices, feed
stock availability and prices, cyclical demand and pricing in the Company's principal
markets, changes in government regulations, tax regimes, economic
developments within India and the countries within which the Company conducts business
and other factors such as litigation and labour negotiations. The Company is not obliged
to publicly amend, modify or revise any forward-looking statement, on the basis of any
subsequent development, information or events or otherwise.
|
For and on |
behalf of the Board of Directors |
|
|
Trident Texofab Limited |
|
Hardik J. Desai |
Chetan C. Jariwala |
Place: Surat |
Chairman and Managing Director |
Whole-time Director |
Date: August 10, 2023 |
DIN:01358227 |
DIN: 02780455 |
|