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Directors Report of Trio Mercantile & Trading Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their 13th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS

(Rupees in Lacs)

For the year ended For the year ended March 31,2015 March 31, 2014

Total income 1393.72 3059.77

Profit Before Interest , Depreciation and Tax 66.73 30.24

Less :Interest 25.37 14.39

Less :Depreciation 7.31 2.80

Less : Provision For Tax 8.92 5.93

Profit After Tax 25.13 7.12

Add : Balance brought Forward from last Year 112.48 109.00

Total available for appropriation 137.62 113.24

Less : Adjustment 1.47 0.76

Transferred to Reserve - -

Balance carried to Balance Sheet 136.15 112.48

2. Brief description of the Company's working during the year/State of Company's affair:

The total income from operations was Rs. 139.37 Lacs as compared to total income from operations of Rs. 3059.77 Lacs during the previous financial year. The Profit was Rs. 34.06 Lacs as compared to Profit of Rs. 13.05 Lacs during the previous financial year.

3. Dividend:

The Directors do not recommend any Dividend for the Financial Year 2014-15.

4. Transfer to Reserves:

Company does not propose to transfer any amount to the General Reserves. An Amount of Rs.25,13,667/- is proposed to be retained in the statement of Profit and Loss Account.

5. Share Capital:

During the year under review, there was no change in the share capital structure and the paid up capital of the Company as on 31st March, 2015 was Rs. 55832750. During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares and shares under Employees Stock Option Scheme

6. Directors and Key Managerial Personnel:

In accordance with the provisions of the Act and the Articles of Association of the Company Mrs. Pallavi Kothari Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment.

During the year under review, the members approved the appointments of Mrs. Pallavi Kothari as a Non-executive Non-independent Director who is liable to retire by rotation and Mr. Jayesh Gandhi and Mr. Chandraprakash Chaturvedi as Independent Director who is not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet criteria 01 independence as prescribed both under the act and clause 49 of the Listing Agreement with the stock exchanges.

7. Particulars of Employees:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report is annexed as Annexure I

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report is annexed as Annexure I

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company at the registered office of the Company and the same will be furnished on request.

8. Meetings:

During the year eleven Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

The manner in which the evaluation has been carried out is explained as follows:-

The Independent Directors of the Company, at their meeting (without the attendance of Non - Independent Directors and members of management), reviewed the performance of the Board as a whole and the Board Committee and also evaluated the performance of Non-independent Directors and the Board of the Company taking into account the views of Executive Directors and Non -Executive Directors and based on attendance record and intensity of participation at meetings, quality of interventions, special contributions and interpersonal relationships with other Directors and management .

10. Declaration by an Independent Director(s) and re- appointment, if any :

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

11. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Annexure- II

12. Auditors:

The Board proposes the re-appointment of M/s Koshal & Associates, Chartered Accountants, Mumbai as Statutory Auditors, based on the recommendations of the Audit Committee, to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

The Company has received letter from him to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

Resolutions seeking your approval on these items are included in the Notice convening the Annual General Meeting. Members are requested to consider the appointment of M/s. Koshal & Associates, Chartered Accountant, Mumbai, for the current year, on a remuneration to be decided by the Board of Directors.

13. Auditors' Report:

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

14. Secretarial Audit Report :

In terms of Section 204 of the Act and Rules made there under, M/s. H. P. Sanghvi & Co. Company secretaries, Practicing Company Secretary have beeri appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory and our reply to the comments are as follows:-

During the year we did not get a suitable candidate for the post of Company Secretary, Internal Auditor and Chief Financial Officer in our Company as required in terms of section 203(1) of the Companies Act,2013.We are continuously posting our recruitment for the post of CS in news paper and on job portal website. We ensure you as soon as we get a suitable candidate we will appoint immediately.

15. Vigil Mechanism / Whistler Bowler Policy :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Vigil Mechanism/ Whistler Bowler Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy/ Whistler Bowler Policy has been uploaded on the website of the Company at www.triomercantile.com under http://www.triomercantile.com/Policy_Code.aspx

16. Risk Management Policy:

The Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process.

A detailed excise is being carried out that the organization faces such as strategic, financial, credit, market, liquidity, legal, regulatory and other risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

17. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE IV.

18. Internal Control Systems and their adequacy

Internal Audit plays key role in providing an assurance to the Board of Directors with respect to the Company having adequate Internal Control Systems. The Internal Control Systems provide among other things reasonable assurance of recording the transactions of its operations in all material respects and of providing protection aginst significant misuse or loss of Company's Assets. The details about the adequacy of Internal Financial controls are provided in the Management Discussion and Anlysis Report.

19. Deposits:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 and other applicable provisions, if any, of the Companies Act, 2013 and the necessary rules made there under during the year ended 31st March, 2015.

20. Particulars of loans, guarantees or investments under section 186:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

21. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure V.

22. Corporate Governance Certificate:

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

23. Management Discussion And Analysis:

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015.

24. Disclosures:

Audit Committee:

Audit Committee comprises of Mr. Jayesh Gandhi , Mr. Chandraprakash Chaturvedi and Mr.Hiren Kothari. All the recommendations made by the Audit Committee were accepted by the Board.

25. Merger Proposal :

The Company's Merger proposal is pending at present in Mumbai High court and the company is confident of merger Scheme being approved by Mumbai High Court as per legal advice received.

26. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

The information as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation Of Energy:

The operations of your Company are not energy-intensive. However, adequate measures have been taken to ensure that there is optimum utilization of energy with no wastage, as far as possible.

B. Technology Absorption:

Your Company takes efforts to adapt latest technology and techniques, which helps it to be in competition.

27. Human Resources:

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide for the motivation of the employees.

28. Directors' Responsibility Statement:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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.

(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.

29. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

By Order of the Board

HIREN KOTHARI

MANAGING DIRECTOR Registered Office:

613/B, Mangal Aarambh,

Kora Kendra Road, Borivali (West),

Mumbai - 400 092.

CIN : L51909MH2002PLC136975

Place : Mumbai

Date : 03.09.2015


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Twelveth Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULT

(Rupees in Lacs)

For the year ended For the year ended March 31, 2014 March 31, 2013

Total income 3059.77 120.44

Profit Before Interest, 30.25 21.05 Depreciation and Tax

Less : Interest 14.39 0.34

Less : Depreciation 2.80 2.41

Less : Provision For Tax 7.75 6.38

Profit After Tax 4.24 12.91

Add : Balance brought 109.00 98.53 Forward from last Year

Total available for 113.24 111.44 appropriation

Less : Adjustment 0.76 --

Transferred to Reserve -- 2.44

Balance carried to Balance Sheet 112.48 109.00

DIVIDEND

The Directors do not recommend any Dividend for the year 2013-2014.

BUSINESS OPERATIONS

During the year the Company''s Income was Rs. 3059.77 Lacs, as compared to Income of Rs.120.44 Lacs, during the last year. The Profit after tax during the year was Rs. 4.24 Lacs as compared to Rs.12.91 Lacs, during the last year.

FIXED DEPOSITS

Your Company has not accepted / renewed any public deposits, hence particulars required to be furnished under the Companies (Acceptance of Deposits) Rules, 1975 are not given herewith.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your company confirm that:-

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

b) That appropriate accounting policies have been selected and applied consistently, and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit of the Company for the said period.

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE REPORT

Reports on Corporate Governance analysis, & Auditors Certificate as stipulated under Clause 49 of the Listing Agreement are separately given and forms part of this Annual Report.

The Company has an audit committee, which over see the Company''s financial and operating processes and the disclosures of its financial information to ensure that the financial statement is correct, sufficient and credible.

DIRECTORS

As on March 31, 2014, the Board of Directors of your Company comprised of four Directors one of whom is the Managing Director. One director is executive non independent and remaining two directors are non-executive and independent directors. The composition of the Board is in consonance with Clause 49 of the Listing Agreement, as amended from time to time, and in accordance with the applicable provisions of Companies Act, 2013.

In accordance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. Jayesh Gandhi will retire by rotation at the forthcoming Annual General Meeting of the Company and will be appointed as an Independent Director for five consecutive years.

Mr. Chandraprakash Chaturvedi was appointed as an Additional Director of the Company w.e.f. 29th March, 2014 and will be regularized in forthcoming Annual General Meeting as an Independent Director for five consecutive years.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. S. S. Merchant, Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

As per the provisions of Section 149(1) of the Act and amended Clause 49 of the Listing Agreement, the Company should have at least one woman director. Mrs. Pallavi Kothari was appointed as an Additional Director of the Company w.e.f. 14th August, 2014 and will be regularized in forthcoming Annual General Meeting as Non-Executive woman Director.

AUDITORS

The Board proposes the re-appointment of M/s Koshal & Associates, Chartered Accountants, Mumbai as Statutory Auditors, based on the recommendations of the Audit Committee, to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

The Company has received letter from him to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

Resolutions seeking your approval on these items are included in the Notice convening the Annual General Meeting. Members are requested to consider the appointment of M/s. Koshal & Associates, Chartered Accountant, Mumbai, for the current year, on a remuneration to be decided by the Board of Directors in consultation with the said firm of Auditors.

PROPOSED SCHEME OF AMALGAMATION OF ARSS ENGINEERING LIMITED WITH THE COMPANY:

Your Directors has proposed a scheme of amalgamation of ARSS Engineering Limited with itself which is subject to the approval from Stock Exchanges, Hon''ble High Court of Bombay and other regulatory authorities.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998 are not applicable to the Company.

PARTICULARS OF EMPLOYEES

There are no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and hence, no particulars are attached. ACKNOWLEDGEMENTS

The Directors place on record their gratitude to the bankers, shareholders and the clients for their valued and continued support and to the employees for their support and cooperation during the year.

FOR AND ON BEHALF OF THE BOARD

Place : Mumbai JAYESH GANDHI Date : 26th August, 2014 CHAIRMAN


Mar 31, 2013

To, The Members, of Trio Mercantile & Trading Ltd.

The Directors have pleasure in presenting the Eleventh Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULT

(Rupees in Lacs)

For the year ended For the year ended March 31, 2013 March 31, 2012

Total income 120.44 122.49

Profit Before Interest, Depreciation and Tax

Less : Interest 0.34 7.14

Less : Depreciation 2.41 2.41

Less : Provision For Tax 6.38 5.30

Profit After Tax 12.91 5.17

Add : Balance brought Forward from last Year 98.28 92.70

Total available for appropriation 111.19 97.87

Less : Adjustment 1.26

Transferred to Reserve 2.44 0.85

Balance carried to Balance Sheet 108.75 98.28



DIVIDEND

The Directors do not recommend any Dividend for the year 2012-2013.

BUSINESS OPERATIONS

During the year the Company''s Income was Rs.120.44 Lacs, as compared to Income of Rs.122.49 Lacs, during the last year. The Profit after tax during the year was Rs. 12.91 Lacs as compared to Rs.5."7 Lacs, during he as year.

FIXED DEPOSITS

Your Company has not accepted / renewed any public deposits, hence particulars required to be furnished under the Companies (Acceptance of Deposits) Rules, 1975 are not given herewith.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your company confirm that:-

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

b) That appropriate accounting policies have been selected and applied consistently, and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit of the Company for the said period.

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE REPORT

Reports on Corporate Governance analysis, & Auditors Certificate as stipulated under Clause 49 of the Listing Agreement are separately given and forms part of this Annual Report.

The Company has an audit committee, which oversee the Company''s financial and operating processes and the disclosures of its financial information to ensure that the financial statement is correct, sufficient and credible.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jayesh Gandhi and Mr. Hiren Kothari, Directors of the Company will retire by rotation at the forthcoming 11th Annual General Meeting and being eligible, offers themselves for re- appointment.

AUDITORS

M/s Koshal & Associates, Chartered Accountants, retire as Statutory Auditors and have given their consent for re-appointment. As required under the provisions of Section 224 (1B) of the Companies Act, 1956, your Company has obtained written confirmation from the above auditor proposed to be re-appointed that the re-appointment, if made, would be in conformity with in the limits specified in the said section.

The Board proposes the re-appointment of M/s Koshal & Associates, Chartered Accountants, Mumbai as Statutory Auditors, based on the recommendations of the Audit Committee, to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

Resolutions seeking your approval on these items are included in the Notice convening the Annual General Meeting. Members are requested to consider the appointment of M/s. Koshal & Associates, Chartered Accountant, Mumbai, for the current year, on a remuneration to be decided by the Board of Directors in consultation with the said firm of Auditors.

AUDITORS REPORT

The observations of Auditors in their report, read with the relevant notes to accounts are self explanatory and therefore do not require further explanation.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998 are not applicable to the Company.

PARTICULARS OF EMPLOYEES

There are no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and hence, no particulars are attached.

ACKNOWLEDGEMENTS

The Directors place on record their gratitude to the bankers, shareholders and the clients for their valued and continued support and to the employees for their support and cooperation during the year.

FOR AND ON BEHALF OF THE BOARD

HIREN KOTHARI

MANAGING DIRECTOR

Place : Mumbai

Date : 28th June 2013

 
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