Directors Report of Triveni Enterprises Ltd.

Mar 31, 2018

1. INTRODUCTION

The Directors are elated in presenting the 33^rd Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2018.

2. HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

(Amount in Rs)

Particulars	Current Financial Year (2017-2018)	Previous Financial Year (2016-2017)
Net Profit/(Loss)Before Depreciation and Tax	20,866	1,00,744
Depreciation	Nil	Nil
Profit /(Loss) before Tax	20,866	1,00,744
Provision for Tax	5,389	31,130
Profit/ (loss) after Tax	15,477	69,614
Balance Brought forward	34,69,853	34,00,240
Balance Carried to Balance Sheet	34,31,966	34,69,853

3. BUSINESS OVERVIEW

The Company is involved in the into the business of trading of textiles. The company is planning for expansion of its business. The company wishes to expand and grow its business in imports, exports and manufacturing unit also.The Net profit of the Company has decreased from Rs. 69,614/- to Rs. 15,477/-. The Company’s policy of management has provided cushion effect to the adversities of the market on the performance of Company.

4. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2018.

5. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

6. STATUTORY AUDITORS

M/s. Jain Anil and Associates, Chartered Accountants, Mumbai, with (Firm Registration Number: 115987W) be and are hereby appointed as Statutory Auditors of the Company, to fill the casual vacancy caused by the resignation of M/s. Chaudhry Vigg James & Co, Chartered Accountants for five financial years (2018-2019 to 2022-2023and they shall conduct the Statutory Audit for the period ended 31st March, 2019on such remuneration as may be approved by the Board of Directors of the Company, based on the recommendation of the Audit Committee and reasonable out-of-pocket expenses incurred by them in connection with the audit of Accounts of the Company.”

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

7. SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Form No. MR-3 to this report. The report is self-explanatory and do not call for any further comments.

8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

- There was no qualification, reservation or adverse remark made by the Auditors in their report.

- The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report are furnished as under:

1. The Company has been inviting the applications for the post of Company Secretary in whole time employment of the Company by issuing classifieds in the newspapers. However, the Company has failed to receive application from a suitable candidate for the aforementioned responsibilities.

2. The Company has failed to submit the intimations and disclosures with the stock exchange within stipulated time frame due to inadvertent error. However, the Company has made sure that all the required disclosures and intimations has been delivered to the stock exchange

3. The Company has failed to comply with the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirement) Regulations due to genuine oversight on the part of the Company. However, the Company has proposed to comply with the same from this financial year.

4. The Company has failed to comply with publication of financial results in newspaper due to genuine oversight on the part of the Company. However, the Company has proposed to comply with the same from this financial year.

9.DIRECTORS

There was no change in the Board of Directors of the Company during the financial year under review.

10 DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

11 BOARD MEETINGS

During the financial year under review, the Board of Directors met Five times. i.e 29^th May, 2017, 11^th August, 2017, 04^th September, 2017, 14^th December, 2017, 14^th February, 2018.

12 COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised a policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

13 INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

14 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18.

No of complaints received: Nil

No of complaints disposed off: Nil

15 DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

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

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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^st March, 2018 and of its Profit for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31^st March, 2018 on a ‘going concern’ basis; and

e. They have laid down Internal Financial Controls, which are adequate and are operating effectively;

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

17 DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

18 MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

19 ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

20 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

21 DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

22 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate internal financial control system, commensurate with the size of its business operations.

23 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIESMADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

24 EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in “MGT-9” and forms part of this report.

25 .DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. Indrajeet Kumar Kuwar

b. Mr. Sureshchandra Rameshwarlal Modi

c. Mr. Bhavin Hemendra Nagda

The above composition of the Audit Committee consists of Directors viz.,

Mr. Indrajeet Kuwar, Mr.Bhavin Nagda and Mr. Sureshchandra Rameshwarlal Modi who form the majority. The company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and directors of the Company.

26 CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance but also a facilitator for enhancement of stakeholder’s value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.

27 APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company’s Bankers, its valued customers, employees and all other intermediaries concerned with the Company’s business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

Registered Office: By Order of the Board of Directors

Office No-1/7001, Plot No-77, UG/F, For Triveni Enterprises Limited

Gali No-03, Shivaji Park, Near Chakkar Sd/-

New Delhi - 110032 BhavinNagda

Date:- 10th July 2018. (Din: 06727240)

(Whole Time Director)

---

Mar 31, 2014

The Members,

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

This report has been prepared on the basis of the legal requirements under the Companies Act, 1956. As per General Circular No.08/2014 issued by the Ministry of Corporate Affairs (MCA) dated 04/04/2014, the provisions of the Companies Act, 2013 will become applicable for all disclosures required under the Act for the year 2014-15 and subsequent years.

1. Financial results for the company:

Amount in Rs.

Particulars 31st March, 2014 31st March, 2013

Revenue from Operations 34,283,694 20,263,401

Other Income 503,077 8,325

Net Profit Before Tax 800,436 469,537

Depreciation 68,659 218,072

Profit (Loss) before Tax 731,777 251,465 Provision for Tax 318,375 71,781

Profit (loss) after Tax 413,402 179,684

2. Business Overview:

During the year under review, the company manifold its bottom line with the efficient management and control systems in the Company and made a net profit of Rs 4,13,402/- after provision for taxation during the under review as compared to Rs. 179,648/-during the previous year. Now it is expected that the better results shall be achieved in the next year also.

During the year under review on 14th March 2014, the Registered Office of the Company shifted from "183, Patpar Ganj, Industrial Estate, Delhi 110092" To "N-33, Gali No.1, Iind F Greater Kailash I Opp Mkt, New Delhi-110048" within the local limits of the city of New Delhi, and under the jurisdiction of Registrar of Companies, Delhi, New Delhi.

Again due to some inconveniences in business transactions on 8th August, 2014 Registered Office of the Company shifted within local limits of city of new Delhi to "J- 2/80A, Ground Floor, DDA flats, Kalkaji, Opp. Alaknanda Shopping Complex, New Delhi - 110019

3. Depository system:

The equity shares of the Company are available for dematerialization through Depository participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

4. Dividend:

In view of the results achieved and the need to conserve funds for the future, Directors propose not to declare any dividend for this year.

5. Remuneration:

There had been no person /employee of the company getting salary attracting the provisions of sec. 217(2A) of the Companies Act, 1956 and thus particulars of employees are not enclosed herewith.

6. Share Capital:

During the year under review, the Company underwent major turnaround with the inflow of investment in the form of preferential issue of shares. On 5th December 2013 the shareholders of the Company approved increase in authorized share capital issue and allotment of 5940000 Equity Shares on preferential basis and the Board on 1st February 2014 allotted 36,40,000 Equity shares. Further, in the month of February 2014, the shareholders of the Company approved issue and allotment of 23,15,000 Equity Shares on preferential basis and Board of Directors on 5th March 2014 approved allotment of 18,35,000 Equity shares. This inflow of fresh funds will act like inflow of lifeline in the Company and will help your Company to achieve better and better performance in the years to come.

7. Directors

During the year under review, there has been change in the Board structure. On 15th April 2014, Ms. Pushpa Jain Mr. Paras Mal Bagrecha, Ms. Lalita Jain, resigned from the Board due to their pre-occupancies. The Board of Directors place on record its sincere gratitude for the services provided by them during the tenure of their directorship with the Company.

Further, to bring Board of Directors of the Company in compliance with the new provisions of Companies Act, 2013 and New Listing Agreement which will be effective from 1st October 2014, the Board has been restructured in the meeting of Board of Directors held on 21st May 2014 wherein Mr. Bhavin Nagda, Mr. Vinod Jain and Mr. Ramchandra Varma have been designated as Key Managerial Personnel of the Company and Ms. Vidya Chalke, Mr. Indrajeet Kumar Kuwar and Mr. Sureshchandra Rameshwarlal Modi have been appointed as the Independent Directors of the Company. Also the Company has during the year appointed Mr. Vineet Kakkad as the Company Secretary designated as Key Managerial Personnel of the Company.

8. RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIES ACT 2013:

The Board of Directors in its meeting held on 21st May, 2014 reconstituted the Board of Directors of the Company in pursuant to various provisions of the Companies Act 2013 as follows:

Name of Director Designation KMP position held

Mr. Vinod Jain Managing Director Managing Director

Mr. Bhavin H Nagda Whole Time Director and Chief Financial Officer

Chairman

Mr. Ramchandra Varma Whole Time Director Chief Executive Officer

Ms. Vidya Mahesh Independent Director - Chalke

Mr. Indrajeet Kumar Independent Director - Kuwar

Mr. Sureshchandra Independent Director - Rameshwarlal Modi

Further, your Directors confirm that in pursuance to the provisions of the Companies Act, the Company has one Women Director on the Board and therefore compiles with the requirement of section 149 of the Companies Act 2013 which will strengthen the Board further and will be helpful in empowering the Board of the Company to achieve higher performance thereby resulting in overall growth of the Company.

9. Auditors:

Your Directors propose appointment of M/s Chaudhry Vigg James & Co, Chartered Accountants whose appointment as been duly approved by the Audit Committee who shall hold office from the conclusion of this meeting till the conclusion of the fifth annual general meeting, with this meeting being counted as the first meeting and will be subject to ratification in every annual general meeting till the sixth such meeting by way of passing of an ordinary resolution and to fix their remuneration.

Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made there under and proposed appointment is within the limits laid down by or under the authority of the Act.

10. Auditors Report:

In respect of the observations made by the auditors in their report, your directors wish to state that the respective notes to the accounts are self-explanatory and do not call for any clarification from the Board.

11. Director''s Responsibility Statement:

a. Adherence to accounting standard: While preparing the annual accounts of the company the applicable accounting standards had been followed along with proper explanation relating to amaterial departures.

b. Accounting Policies : 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 or loss of the company for that period.

c. Director''s responsibility: The Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. Preparation of the accounts on a going concern basis: The directors had prepared the annual accounts on a going concern basis.

e. CORPORATE GOVERNANCE:

Pursuant to the Circular No. 08/2014 of Ministry of Corporate Affairs dated 04th April 2014, the Company has prepared its financial Statements including Directors Report , Auditors Report as per the provisions of the Companies Act 1956. As a good corporate governance practice, your Directors present hereby its First Corporate Governance Report in terms of new Companies Act and New Clause 49 of the Listing Agreement which will be effective w.e.f. 1st October 2014.

FIXED DEPOSITS:

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at Delhi Stock Exchange and recently also listed on BSE Limited. The Company has paid listing fees for the year 2014-15.

f. APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

BY ORDER OF THE BOARD

FORTRIVENI ENTERPRISES LIMITED

Sd/- Sd/-

Place: New Delhi Bhavin Nagda Ramchandra Varma

Date: 8''h August, 2014 (DIN-06727240) (DIN-06729665)

(Director) (Director)