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Directors Report of Trinity League India Ltd.

Mar 31, 2014

The Members,

TRINITY LEAGUE INDIA LIMITED

(Formerly known as DR. WELLMAN''S HOMOEOPATHIC LABORATORY LTD.)

The Directors have pleasure in presenting the 26th Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS Current Year Previous Year 31.03.2014 31.03.2013 (12 Months)(Rs.) (12 Months)(Rs.)

Sales & Other Income 2,726,210 14,153,701

Variation in Stock in Trade Operating Profit before Interest, Tax & Depreciation 5,125,886 6,826,046

Less: Interest 1,487 3,542

Gross Profits 5,124,399 6,822,504

Less: Depreciation 355,520 355,012

Profits before Tax 4,768,879 6,467,492

Less: Provision for tax - -

Add: Extraordinary item - -

Net profit / (Loss) 4,768,879 6,467,492



DIVIDEND

Your directors regret their inability to recommend any dividend on the equity shares in view of the heavy accumulated loss incurred by the Company.

PERFORMANCE

The total income had been decreased to Rs. 2,726,210 (2013-2014) from Rs. 14,153,701 (2012-2013) and the profit has been decreased to Rs. 47.68 lacs from Rs. 64.67 lacs. In future, your Directors hope the profitability of the company will improve in the coming financial year.

FUTURE PROSPECTS

The company will continuously make effort to work efficiently and effectively and will always hire expert advice to manage their growth.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, and the rules made there under.

AUDITORS'' REPORT

The Auditors have not qualified in the Auditors report.

AUDITORS

M/s Sadana & Co., Chartered Accountants, Delhi, the retiring Auditors, have expressed their consent to continue as Statutory Auditors of company have confirmed that their appointment, if made, would be within the limits prescribed U/s 139(2)) of the Companies Act, 2013. Accordingly, M/s Sadana & Co., Chartered Accountants, are proposed to be appointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

Mr. Gurmeet Singh Dhingra, Director has resigned from the directorship of company w.e.f. 5th May, 2014.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board states that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Explanation.-For the purposes of this clause, the term "internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2014 and has not given any adverse observations. It has also recommended the reappointment of M/s Sadana & Co., Chartered Accountants as statutory auditors of the Company. Mr. Sabihuddin Zafar and Mr. Ashok Kumar Chaturvedi are the members of the audit committee.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange(s), Management discussion & Analysis Report and Corporate Governance Report is annexed as Annexure I and Annexure II & form part of the Director''s Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 134(3) (m) of the Companies Act 2013 read with Companies (Disclosures of Particulars in the Report of Board of directors) Rules, 1988 is as follows:

Conservation of Energy: Company continues to pay significant attention towards the conservation of energy and all necessary measures have been taken to optimize the use of electricity, which is being used for manufacturing. However, disclosure in Form-A is not required.

Research & Development and Technology Absorption:

The Company has been improving the quality of its products as per latest fashions through its skilled technical staff. The Company has not imported any technology from abroad.

Foreign Exchange Earning and Outgo:

Expenditure in Foreign currency - NIL Earnings in Foreign Exchange- NIL

LISTING

Presently the Company''s equity shares are listed on the following Stock Exchanges mentioned below.

Bombay Stock Exchange Ltd. (BSE)

The Delhi Stock Exchange Association Ltd (DSE) (Applied for voluntary delisting)

Your Company is regular in paying listing fees to B.S.E. & D.S.E.

The Company operates only in a single segment of Business and as such no separate segment reporting is required.

BY ORDER OF THE BOARD For TRINITY LEAGUE INDIA LTD. (Formerly known as DR. WELLMAN''S HOMOEOPATHIC LABORATORY LTD.)

Date: 01.08.2014 (Devinder Kumar Jain) Place: New Delhi Chairman / Managing Director


Mar 31, 2012

To The Members of TRINITY LEAGUE INDIALTD.

(Formerly known as DR. WELLMAN''S HOMOEOPATHIC LABORATORY LTD.)

The Directors have pleasure in presenting the 24* Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

Current Year Previous Year 31.03.2012 31.03.2011 (12 Months) (Rs.) (9 Months)(Rs.)

Sales & Other Income 16,998,245 8,481,705

Variation in Stock in Trade - (340,765)

Operating Profit before Interest, Tax & Depreciation 8,220,774 538,172

Less: Interest 16,863 14,967

Gross Profits 8,203,911 523,205

Less: Depreciation 566,032 96,435

Profits before Tax 7,637,879 426,770

Less: Provision for tax - -

Add: Extraordinary item - -

Net profit/(Loss) 7,637,879 426,770

DIVIDEND

Your directors regret their inability to recommend any dividend on the equity shares in view of the heavy accumulated loss incurred by the Company.

PERFORMANCE

The total income had been increased to Rs. 16,998,245 (2011-2012) from Rs. 8,481,706 (2010-2011) and the profit has been increased to Rs. 76.37 lacs from Rs. 4.27 lacs. In future, your Directors hope the profitability of the company will improve in the coming financial year.

MATERIAL CHANGES

POSTAL BALLOT CONDUCTED FOR THE FOLLOWING BUSINESS:

1. Forfeiture of Shares - The company had issued notices to the partly-paid shareholders for payment of arrears of allotment money and due to failure of payment of arrears of allotment money, 591200 equity shares of company were forfeited by the Board of Directors of the company in their meeting held on 15* March, 2012.

2. Change of Name of the Company - The company has conducted a postal ballot for change of company name from "Dr. Wellman''s Homoeopathic Laboratory Ltd." to "Trinity League India Ltd." and the same has been approved w.e.f. 30,B July, 2012 vide fresh certificate of incorporation issued by Registrar of Companies, Delhi & Haryana.

3. Alteration in Memorandum and Articles of Association - The main objects of Memorandum of Association of company has been altered and new segment of business activity is added i .e. rendering of management consultancy and financial advisory services.

4. Increase in Authorised share capital of company - The authorised share capital of company has been increased from Rs. 6 cr. to Rs. 11 cr.

5. Re-issue of 591200 forfeited equity shares - The Board shall re-issue the 591200 forfeited equity shares to the persons other than existing shareholders.

VOLUNTARY DELISTING OF SHARES FROM DELHI STOCK EXCHANGE & AHMEDABAD STOCK EXCHANGE

There has been negligible or no trading of the company''s equity shares in Delhi Stock Exchange (DSE) & Ahmedabad Stock Exchange (ASE) from the year December 2000 till date. As the company''s equity shares have been mandated by SEBI for compulsory trading in demat form by all investors and BSE have trading terminals in various cities affording to the investors convenient access to trade and deal in the company''s equity shares across the country, it is proposed to delist the equity shares of the company from DSE & ASE. Accordingly, Board of Director''s approval has been obtained for delisting of equity shares of the company from DSE & ASE at the Board Meeting of the company held on 31 st day of May, 2012. The proposed delisting of the company''s equity shares from DSE & ASE will not be prejudicial to or affect the interests of the investors.

The company has applied for the delisting of its equity shares from DSE & ASE and the same is in process.

The equity shares of the company will continue to be listed on Bombay Stock Exchange (BSE).

FUTURE PROSPECTS

Growth in the industry of management consultancy can be expected in the near future. Technological and political forces expose companies in all industries to continuous change. After former waves of lean management many companies are left with insufficient management capacity and -expertise to handle the resulting corporate change processes internally. This creates on ongoing need for consulting services.

The management consultancy market is less dependent from changes in business cycle. Whether boom or recession - clients will always need expert advice to manage their growth or to restructure their business in a declining market.

PUBLIC DEPOSITS

Your Company has not accepted any deposits with in the meaning of Section 58Aof the Companies Act, 1956, and the rules made there under.

AUDITORS''REPORT

The Auditors qualified in the Auditors report that according to the last year balance sheet depreciation was under charged by Rs. 199,864.00/-. ; This amount has been adjusted in the depreciation schedule and has been provided for in the current year in the statement of profit and loss. The company has been charging depreciation on straight line basis.

AUDITORS

M/s Sadana & Co., Chartered Accountants, Delhi, the retiring Auditors, have expressed their consent to continue as Statutory Auditors of company have confirmed that their appointment, if made, would be within the limits prescribed U/s 224(1 B) of the Companies Act, 1956. Accordingly, M/s Sadana & Co., Chartered Accountants, are proposed to be appointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

Mr. Gurmeet Singh Dhingra and Mr. Ashwani Sethi Directors will retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for reappointment.

Mr. Devinder Kumar Jain was appointed as Managing Directorforatenureof 5years w.e.f. 28.09.2011.

DIRECTOR''S RESPONSIBILITY STATEMENT The Board of Directors of your Company state:

i) that in the preparation of the accounts for the financial year ended on 31" March, 2012, the applicable Accounting standards had been followed along with proper explanation relating to any material departure;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31" March, 2012 and of the profit of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors had prepared the accounts forfinancial year 31 " March, 2012 on a going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2012 and has not given any adverse observations. It has also recommended the reappointment of M/s Sadana & Co., Chartered Accountants as statutory auditors of the Company.

Mr. Ashwani Sethi and Mr. Jeewan Aggarwal are the members of the audit committee and Mr. Ashok Kumar Chaturvedi is Chairman.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange(s), Management discussion & Analysis Report and Corporate Governance Report is annexed as Annexure I and Annexure II & form part of the Director''s Report.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A)ofthe Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217(1) (e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of Board of directors) Rules, 1988 is as follows:

Conservation of Energy: Company continues to pay significant attention towards the conservation of energy and all necessary measures have been taken to optimize the use of electricity, which is being used for manufacturing. However, disclosure in Form-Ais not required.

Research & Development and Technology Absorption:

The Company has been improving the quality of its products as per latest fashions through its skilled technical staff. The Company has not imported any technology from abroad.

Foreign Exchange Earning and Outgo:

(Rs. In Lac)

Particulars Year ended Year ended 31.03.2012 31.03.2011

Foreign Exchange Earning NIL NIL

Foreign Exchange Outgo NIL NIL

EMPLOYEES RELATIONS

During the year, industrial relations were cordial & harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.. ,

LISTING

Presently the Company''s equity shares are listed on the following Stock Exchanges mentioned below.

Bombay Stock Exchange Ltd. (BSE)

The Delhi Stock Exchange Association Ltd (DSE) (Applied for voluntary delisting)

The Ahmedabad Stock Exchange Ltd. (ASE) (Applied for voluntary delisting)

Your Company is regular in paying listing fees to B.S.E. & D.S.E. Listing fee to ASE is pending.

The company has applied for voluntary delisting of its securities from Delhi Stock Exchange &Ahmedabad Stock Exchange and the application is under process.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, Bankers, Financial Institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff for their valuable assistance.

BY ORDER OF THE BOARD

FOR TRINITY LEAGUE INDIA LIMITED

(formerly known as DR. WELLMAN''S HOMOEOPATHIC LABORATORY LIMITED)

Date: 04.09.2012 (Devinder Kumar Jain)

Place: Delhi Chairman & Managing Director


Jun 30, 2010

The Directors have pleasure in presenting the Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 30th June, 2010.

FINANCIAL HIGHLIGHTS

Current Year Previous Year (15 Month) (12 Month) (Rs) (Rs.)

Sales & Other Income 29,262,034 4,928,866

Variation in Stock in Trade 105,449 (4340)

Operating Profit before Interest, Tax & Depreciation 22,983349 1,405,682

Less: Interest 14,723 498,617

Gross Profits 22,968,626 907065

Less: Depreciation 501,762 907,231

Profits before Tax 22,466,864 (166)

Less:

Provision for tax -- --

Provision for Fringe Benefit Tax -- 3,000

Net profit / (Loss)

(figures in brackets denote loss) 22,466,864 (3,166)



DIVIDEND

In view of the heavy accumulated loss incurred by the Company, the Directors regret their inability to recommend any dividend for the current year under review.

PERFORMANCE

The turnover of the Company has increased from Rs. 4,928,866 to Rs. 9,096,726 and the Company earned a net profit of Rs. 22,466,864 (including Rs. 20165308 related to waive off loan liability) against previous year loss of Rs.3166 Your Directors hope the profitability of the company will improve in the coming financial year.

MATERIAL CHANGES

No material changes have occurred from the date of balance sheet till the date of this report which have any adverse affect on the working of the Company.

FUTURE PROSPECTS

The Indian homeopathy industry is coming out on its own. Estimated to be worth Rs 1,250 crore, the industry is now growing at 25-30% and by 2010, its expected to touch Rs 2,600 crore. In fact, more and more people are turning to homoeopathy as a first line of treatment, especially for chronic ailments. Thats because it has effective remedies for many diseases now. Perhaps this explains the sudden mushrooming of practitioners in every corner of urban India. Realising its importance, many hospitals too have started enlisting homoeopaths in their panel of doctors.

PUBLIC DEPOSITS

Your Company has not accepted any deposits with in the meaning of Section 58A of the Companies Act, 1956, and the rules made thereunder.

AUDITORS REPORT

There is no adverse qualification in the Auditors Report, which needs to be clarified.

AUDITORS

M/s Amish Ambani & Co., Chartered Accountants, Delhi, the retiring Auditors, have expressed their inability to continue. M/s Sadana & Co., Chartered Accountants, Statutory Auditor have confirmed that their appointment, if made, would be within the limits prescribed U/s 224(1 B) of the Companies Act, 1956. Accordingly, M/s Sadana & Co., Chartered Accountants, are proposed to be appointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

Mr. Gurmeet S Dhingra and Mrs. Renu Dhingra will retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for reappointment. Your directors recommend their reappointment M/s Jeewan Aggarwal, Ashwani Sethi , and Satinder Kumar Narula were appointed additional directors during the year. The Company has received requisite notices from the shareholders u/s 257 Of the Companies Act 1956 proposing their regular appointment. Your directors recommend their appointment.

Ms Shweta Dhingra and Mr. Birendra Kumar resigned from the directorship of the Company. Your Directors wish to place on record their appreciation of the services rendered by them to the Company.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates 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;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 30.06.2010 and has not given any adverse observations. It has also recommended the appointment of M/s Sadana & Co., Chartered Accountants as statutory auditors of the Company. Mr. Satinder Kumar Narula and Mr. Ashok Kumar Chaturvedi are the member of the audit committee with Mr. Ashwani Sethi is the Chairman.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange(s), Management discussion & Analysis Report and Corporate Governance

Report is annexed as Annexure I and Annexure II & form part of the Directors Report.

COMPLIANCE CERTIFICATE

Pursuant to the provisions of Section 383A of the Companies Act, 1956, a Certificate from Practicing Company Secretary has been obtained and annexed hereto and the same forms an integral part of the report.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217(1) (e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of Board of directors) Rules 1988, is as follows;

Conservation of Energy: Company continues to pay significant attention towards the conservation of energy and all necessary measures have been taken to optimize the use of electricity, which is being used for manufacturing. However, disclosure in Form-A is not required.

Research & Development and Technology Absorption:

The Company has been improving the quality of its products as per latest fashions through its skilled technical staff. The Company has not imported any technology from abroad.

Foreign Exchange earning and outgo: (Rs. In Lac)

Particulars Year ended Year ended 30.06.10 31.03.09

Foreign Exchange Earning NIL NIL

Foreign Exchange Outgo NIL NIL

EMPLOYEES RELATIONS

During the year, industrial relations were cordial & harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

LISTING

Presently the Companys equity shares were listed on the following Stock Exchanges mentioned below.

The Ahmedabad Stock Exchange Ltd. (ASE)

The Delhi Stock Exchange Association Ltd and (DSE)

Bombay Stock Exchange Ltd. (BSE)

Your Company is regular in paying listing fees to B.S.E. & D.S.E. listing fee to ASE is pending.

ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and state Governments, Financial Institutions, Banks and Investors for their unstinted support, assistance and valuable guidance.

BY ORDER OF THE BOARD DR. WELLMANS HOMOEOPATHIC LABORATORY LTD.

Date: 04/12/2010 ( Gurmeet S. Dhingra)

Place: Delhi Chairman & Managing Director

 
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