Mar 31, 2018
To,
The Members,
Trio Mercantile & Trading Ltd.
The Directors have pleasure in presenting their 16th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.
1. FINANCIAL RESULTS
(Rupees in Lakhs)
For the year ended March 31, 2018 |
For the year ended March 31, 2017 |
|
Total Income from Operations |
3031.86 |
2601.85 |
Finance Cost |
15.58 |
13.32 |
Depreciation |
1.04 |
7.48 |
Profit before Taxation |
60.37 |
10.13 |
Provisions for Taxes |
14.75 |
3.36 |
Exceptional Items |
- |
- |
Profit after Taxes |
45.61 |
6.77 |
Balance brought forward |
928.41 |
921.64 |
Prior Period Income |
- |
- |
Appropriations |
- |
- |
Profit carried to Balance Sheet |
974.02 |
928.41 |
Earnings per share |
0.39 |
0.06 |
2. Brief description of the Companyâs working during the year/State of Companyâs affair
During the year income from operations was Rs. 3031.86 lakhs compared to income from operations of Rs. 2601.85 lakhs during the previous financial year. The Profit was Rs. 60.37 Lakhs as compared to profit of Rs. 10.13 Lakhs during the previous financial year.
3. Dividend
The Directors do not recommend any Dividend for the Financial Year 2017-18.
4. Reserves
Company does not propose to transfer any amount to the General Reserve. An Amount of Rs. 45,61,532 Is proposed to be retained in the statement of Profit & Loss Account.
5. Share Capital
The paid up capital of the Company as on 31st March, 2018 was Rs. 11,64,62,750. 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
Mr. Bhadresh Shah, Mr. Nehul Chedda and Ms. Divya Poriya(Woman Director) were appointed as an Additional Director of the Company w.e.f. December 14,2017, February 14, 2018 and May 30, 2018 respectively not liable to retire by rotation. In accordance with the provisions of section 149 and other applicable provisions of the Companies Act, 2013, your Company is seeking appointment of Mr. Bhadresh Shah, Mr. Nehul Chedda and Ms. Divya Poriya (Woman Director) as an Independent Director for five consecutive years not liable to retire by rotation.
Mr. Deepak Mehta was appointed as an Additional Director of the Company w.e.f. 12th February, 2018 In accordance with the provisions of section 149 and other applicable provisions of the Companies Act, 2013, your Company is seeking appointment of Mr. Deepak Mehta as an Wholetime Director for five consecutive years not liable to retire by rotation.
The Company has received declarations from the Independent Directors of the Company confirming that they meet criteria of independence as prescribed both under the act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
7. Particulars of Employees
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)
None of the employee was drawing remuneration in excess of the limits set out in the 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.
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 Six 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. Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, 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 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 NonIndependent 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. Remuneration Policy:
The policy of the Company on directorsâ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act,2013, is available on our website, at http://www.triomercantile.com/download/Remmuneration%20Policy.pdf. There has been no change in the policy since last fiscal. We affirm that the remuneration paid to the directors is as per the terms laid out in the Remuneration Policy of the Company.
11. Auditors:
Mr.Shrawan Kumar Roy, Partner of SDA & Associates, Chartered Accountants, Firm Registration No.120759W, appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on 29th September, 2017.
12. Auditorsâ Report:
The auditorâs Report does not contain any qualification. Notes to accounts Auditors remarks in their report are self-explanatory and do not call for any further comments.
13. Secretarial Audit Report :
In terms of Section 204 of the Act and Rules made there under, M/s. H.P. Sanghavi & Co Company Secretaries, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory.
14. Vigil Mechanism/Whistler Bowler Policy :
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. 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 http://www.tricomercantile.com/download%5CWhistle%20Blower%20Policy.pdf
15. 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.
16. 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 is available on the website http://www.triomercantile.com
17. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
There is no material changes and commitments, affecting the financial position of the Company which have occurred between the end of Financial Year of the Company to which the Financial Statements relate the date of the report.
18. Adequacy of Internal Financial Controls :
The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an Internal Auditor and Statutory Auditor and periodical review by management. The Audit Committee of the Board addresses issues if any, raised by both, the Internal Auditors and the Statutory Auditors.
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, 2018.
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:
All related party transactions done by the Company during the financial year were at armâs length and in ordinary course of business. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for their necessary review and approval. During the financial year your Company has not entered into any material transaction (as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015) with any of its related parties which may have potential conflict with the interest of the Company at large. Disclosure pursuant to Accounting Standards on related party transactions have been made in the notes to the Financial Statements. To identify and monitor significant related party transactions Company has also framed a policy on the related party transactions and the same is available on the Companyâs website http://www.triomercantile.com/download%5CRelated%20Party%20Transactions%20Policy.pdf
22. Corporate Governance Certificate:
The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing obligation and Disclosure Requirements) Regulation, 2015 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, 2018.
24. Disclosures:
Audit Committee:
During the year Audit Committee comprises of Three Directors, two of whom are Non Executive and Independent Directors and one Director who is Promoter and Executive Director. All the Directors possess knowledge of corporate finance, accounts and company law. An Independent, Non Executive Director acts as Chairman of the Committee Meetings.
25. 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 And Research & Development:
Your Company takes efforts to adapt latest technology and techniques, which helps it to be in competition.
C. Foreign exchange earnings and outgo - Nil
26. Human Resources
Your Company treats its âhuman resourcesâ 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.
27. Directorsâ Responsibility Statement
The Directorsâ 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.
28. 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 DEEPAK MEHTA
MANAGING DIRECTOR DIRECTOR
Registered Office:
613/B, Mangal Aarambh,
Kora Kendra Road, Borivali (West),
Mumbai - 400 092.
CIN : L51909MH2002PLC136975
Place : Mumbai
Date : 31.08.2018
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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