Mar 31, 2023
Your Directors are pleased to present the 33rd Annual Report and Audited Financial Statements of the Company for the Financial Year ended on March 31, 2023.
Results of OperationsCorporate Overview
The Company operates in diversified business segments viz. Bed Linen, Bath Linen, Yarn, Paper and Chemicals. The Company also has a captive power plant to cater the needs of its various business segments.
The financial performance of your Company, on standalone basis, for the year ended on March 31,2023 is summarised below:
(H In Millions) Growth |
|||
Particulars |
Current Year |
Previous Year |
|
Total Income |
62,912.7 |
69,415.2 |
(9%) |
Total Expenses |
57,369.8 |
58,498.4 |
(2%) |
EBITDA |
9,418.0 |
15,100.1 |
(38%) |
Depreciation |
3,101.5 |
3,326.1 |
(7%) |
EBIT |
6,316.5 |
11,774.0 |
(46%) |
Interest (Finance Cost) |
773.6 |
857.2 |
(10%) |
Profit before tax |
5,542.9 |
10,916.8 |
(49%) |
Profit after tax |
4,219.0 |
8.149.5 |
(48%) |
Other Equity |
36,161.7 |
32,876.2 |
10% |
EPS in H (Diluted) face value of H 1/- each |
0.84 |
1.63 |
(48%) |
Dividend |
36% |
36% |
- |
Financial performance and review
The total income of the Company during the year under review has been H 62,912.7 million as against H 69,415.2 million in the previous financial year. The Operating Profit (EBITDA) for the year stood at 9,418.0 million as compared to H 15,100.1 million in the previous financial year, a decrease of 38 percent. The Company has earned a net profit of H 4,219.0 million as against H 8,149.5 million in the previous financial year, a decrease of 48 percent. The Company''s earnings per share were H 0.84 during the current year.
A detailed discussion on financial and operational performance of the Company is given under âManagement Discussion and Analysis Report" forming part of this Annual Report.
During the year under review, the Company has transferred amount of Rs. 294.5 million to the ''General Reserve'' on account
of Employee Stock Option Scheme. Details of the same are provided in note 15 of financial statements. Further no profits are transferred to general reserves and entire amount of profit for the year forms part of the ''Retained Earnings''.
During the period under review, there is no change in share capital of the Company.
Details of Debentures issued by the Company
On March 29, 2023, the Company has issued 250 unrated, unlisted, secured, redeemable, senior, non-convertible debentures (''NCDs'') of the face value of H 10,00,000/- each aggregating to H 250 million, at par on Private Placement basis. The NCD''s carry a coupon rate of 9% per annum. These NCDs are redeemable at par in four equal installments at the end of 18th, 24th, 30th and 36th months from the date of allotment.
Dividend
Your Company has a dividend policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company.
The dividend distribution policy of the Company is annexed herewith as Annexure V.
Consistent with this policy, the following is the summary of dividend paid/ declared by the Company:
Dividend type |
Current year |
Previous Year |
||
Dividend (%) |
Dividend per share |
Dividend (%) |
Dividend per share |
|
Interim |
36% |
''0.36 |
36% |
''0.36 |
Total |
36% |
''0.36 |
36% |
0.36 |
Under the Income-tax Act, 1961, as amended by Finance Act, 2020, dividend paid on distributed profits by the Company shall be taxable in the hands of the shareholders. Accordingly, the payment of dividend is subject to deduction of tax at source.
The details on Credit Rating are set out in Corporate Governance Report, which forms part of this report.
During the year under review, your Company has successfully expanded the production capacity of its Bed Linen segment by 55,000 meters per day, Bath Linen Segment by installing 42 Looms and Yarn Segment by installing 23,712 spindles. The project has been financed through External Borrowings and Internal accruals. This capacity addition shall further strengthen the position of your Company in Textile Sector.
Further, the Board in its meeting held on November 12, 2022 has approved Expansion / Modernization plan for Home Textiles and Chemicals business of the Company for which the projects are under different development and implementation stages. These projects have been financed through External Borrowings and Internal accruals.
Consolidated Financial Statements
The Audited Consolidated Financial Statements prepared by the Company are duly provided in the Annual Report of the Company.
Subsidiary and Associate Companies
As on March 31, 2023, the Company had 6 (six) subsidiaries namely 1. Trident Global Corp Limited, Wholly-owned Subsidiary
2. Trident Innovations Limited, Wholly-owned Subsidiary
3. Trident Home Decor Limited, Wholly-owned Subsidiary
4. Trident Home Textiles Limited, Wholly-owned Subsidiary
5. Trident Europe Limited, Wholly-owned Subsidiary (Incorporated in UK) 6. Trident Global Inc, Subsidiary (Incorporated in USA).
The Company on December 1, 2022 acquired 100% equity share capital of Trident Home Textiles Limited. Trident Home Textiles Limited was already holding 24.5% shareholding of Trident Global Inc., therefore, due to the acquisition of Trident Home Textiles Limited, the Company holds 73.5% shareholding of Trident Global Inc. (Direct holding 49% and Indirect holding 24.5%).
The audited accounts of the Subsidiary Companies are available on the official website of the Company at www.tridentindia.com/ financial-reports
The annual accounts of the Company and of the Subsidiary Companies are open for inspection by any investor at the Registered Office of the Company. The Company will also make available copies of these documents to investors upon receipt of request from them. The investors, if they desire, may write to the Company to obtain a copy of the financial statements of the Subsidiary Companies.
The statement containing highlights of performance of each Subsidiary, salient features of their financial statements for the financial year ended on March 31, 2023 and their contribution to the overall performance of the Company is attached as Annexure ''AOC-I'' and Note 59 to the Consolidated Financial Statements of the Company for the reference of the members. The same is not being repeated here for the sake of brevity.
Board of Directors and Key Managerial Personnel
a. Directors Retiring by Rotation
Pursuant to provisions of Companies Act, 2013 (''Act'') and the Articles of Association of the Company, Mr. Deepak Nanda (DIN: 00403335) is liable to retire by rotation and being eligible, offer himself for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended his re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.
b. Changes during the year
During the year under review, Mr. Pradeep Kumar Markanday, Mr. Swapan Nath, Mr. Kamal Gaba, Mr. Kavish Dhanda and Mr. Naveet Jindal were appointed as Managing Director(s) Mr. Kapil Ghorse was appointed as NonExecutive & Non-Independent Director effective August 9, 2022. The Board further appointed Mr. Raj Kamal and Prof. Rajeev Ahuja as Independent Directors on the Board effective August 9, 2022.
c. Mr. Rajinder Gupta was appointed as ''Chairman Emeritus'' of the Company effective August 9, 2022 following his resignation as Non-Executive Chairman of the Company on the aforesaid date.
d. Independent Directors
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulations 16( 1)(b) and 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe SEBI Listing Regulations") and that they are independent from the Management of the Company and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. Further, all the Independent Directors have given declarations that they complied with the provisions of Companies (Appointment and Qualifications of Directors) Rules, 2014. Further they have given declarations that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Business Conduct and Ethics of the Company
e. Number of Board Meetings
During the year under review, the Board duly met 6 times. The maximum gap between any two consecutive Board meetings did not exceed 120 days. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.
f. Evaluation of performance of the Board
The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 as applicable on the Company, the Independent Directors in their separate meeting held on January 30, 2023 have reviewed the performance of Non-Independent Directors, Chairperson and Board as a whole alongwith review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.
Further the Board, in its meeting held on May 24, 2023 also evaluated the performance of the Board, its committees and all Individual Directors including Chairman of the Company and expressed its satisfaction over the performance of the Board, its Committees and Individual Directors. Furthermore, Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.
g. Board Training, Induction and familiarization of Directors
At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the compliances required from him/ her under the Act, the SEBI Listing Regulations and other relevant Laws and Regulations. Details of Familiarization
of Directors are disclosed on the Company''s website and also are provided in the Corporate Governance Report of the Company which forms part of this report.
h. Board Committee
The Company has duly constituted Board level Committees as mandated by the applicable laws and as per the business requirements. The details of the same are provided in the Corporate Governance Report of the Company which forms part of this report.
i. Audit Committee
All the recommendations made by the Audit Committee were accepted by the Board.
j. Details of Key Managerial Personnel
Mr. Avneesh Baura was appointed as Chief Financial Officer and Key Managerial Personnel of the Company with effect from November 12, 2022.
Mr. Dinesh Kumar Mittal ceased to to be Non Executive Non Independent Director of the company with effect from closure of Business hours on April 21, 2023
As on March 31, 2023, Mr. Deepak Nanda, Mr. Pradeep Kumar Markanday, Mr. Swapan Nath, Mr. Kamal Gaba, Mr. Kavish Dhanda, Mr. Naveet Jindal, Managing Director(s), Mr. Avneesh Barua, Chief Financial Officer and Mr Hari Krishan, Company Secretary are designated as Key Managerial Personnel of the Company.
Further, pursuant to resignation of Mr. Pradeep Kumar Markanday, Mr. Swapan Nath, Mr. Kamal Gaba, Mr. Kavish Dhanda and Mr. Naveet Jindal as Managing Director(s), they ceased to be Key Managerial Personnel of the Company effective closure of Business hours on April 21, 2023.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Energy conservation continues to be an area of major emphasis in your Company. A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure I hereto and forms part of this report.
The information required pursuant to Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in Annexure-VI. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. If any Member is interested in obtaining information on Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)
During the year under review, there were no instances of fraud reported to the Audit Committee/ Board. Further, all recommendations of the Audit Committee were accepted by the Board.
Corporate Social Responsibility (CSR) Committee & Business Responsibility and Sustainability Report
CSR Committee comprises of Mr. Rajiv Dewan (Chairman of the Committee), Mr Anthony Desa and Mr. Deepak Nanda, members of the Committee. The disclosure of the contents of CSR Policy as prescribed and amount spent on CSR activities during the year under review are disclosed in ''Annual Report on CSR activities'' annexed hereto as Annexure III and forms part of this report.
The Business Responsibility and Sustainability Report describing the initiatives taken by them from an environmental, social and governance perspective, in the specified format is included in the Annual Report of the Company.
Risk Management Policy
The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The Risk management framework has been provided in the Management Discussion and Analysis Report of the Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The details of Internal Control System are provided in the Management Discussion and Analysis Report of the Company.
Fixed Deposits
During the year under review, your Company has neither accepted any fixed deposits nor any amount was outstanding as principal or interest as on balance sheet date and disclosures prescribed in this regard under Companies (Accounts) Rules, 2014 are not applicable.
No Default
The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.
Rules, 2014, such Member may, write to the Company Secretary at the Registered Office in this regard or can inspect the related documents/information at the Registered Office of the Company.
The Board of Directors and the Shareholders of the Company have approved the ''Trident Limited Employee Stock Purchase Scheme - 2020'' (''Scheme'') in their meeting held on May 16, 2020 and July 9, 2020 respectively. This scheme is effective from July 9, 2020. Pursuant to the Scheme, the Company has constituted Trident Limited Employees Welfare Trust (''Trust'') to acquire, hold and allocate/transfer equity shares of the Company to eligible employees from time to time on the terms and conditions specified under the Scheme.
The disclosure in terms of Section 67 of the Act read with Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.
The Disclosure as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been given on the website of the Company under the following link: www.tridentindia.com/ statutory-disclosure
Nomination and Remuneration Policy
In compliance with Section 178 of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is duly available on the website of the Company at following link: https://assets.tridentindia.com/Nomination_ and_Remuneration_Policy_7f607b935f.pdf
As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy are annexed as Annexure II hereto and forms part of this report.
Vigil Mechanism & Whistle Blower policy
The Company has implemented Vigil Mechanism & Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or e-mail on the email-Id: whistleblower0 tridentindia.com. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.
The detailed procedure is provided in the policy and the same is available on official website of the Company at following link: https://assets.tridentindia.com/VIGIL_MECHANISM_and_ WHISTLE_BL0WER_P0LICY_54d50bdb08.pdf
Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.
Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.
Detailed compliances with the provisions of the SEBI (LODR) Regulations, 2015 and Companies Act, 2013 for the year 2022-23 are given in Corporate Governance Report, which is attached and forms part of this report. The certificate of Practising Company Secretary on compliance with corporate governance norms is also attached thereto.
Human Resources Development and Industrial Relations
The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report.
The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.
M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, and M/s. Deloitte Haskins & Sells, Chartered Accountants, the Joint Statutory Auditors of the Company have submitted Auditors'' Report on the financial statements of the Company for the financial year ended on March 31,2023. The Auditors'' Report for the year is self-explanatory & does not contain any qualifications/ modified opinion, hence need no comments.
The Company is maintaining the Cost Records, as specified by the Central Government under section 148(1) of Companies Act, 2013.
The Board of Directors of your Company, on the recommendations of the Audit Committee, have re-appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as cost auditors for the
financial year 2023-24 to carry out an audit of cost records of the Company in respect of Textiles, Paper and Chemical divisions. The Cost Audit Report for the financial year ended March 31, 2023 is under finalization and shall be filed with the Central Government within the prescribed time limit.
M/s Vinod Kothari & Co., Company Secretaries, have submitted Secretarial Audit Report for the financial year 2022-23 and same is annexed as Annexure IV and forms part of this report. The Secretarial Audit Report for the year is self-explanatory & does not contain any qualification/adverse remarks, hence need no comments.
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: www.tridentindia.com/ statutory-disclosure
Particulars of loans, guarantees or investments
The Particulars of loans, investments or guarantees have been disclosed in the financial statements and the Company has duly complied with Section 186 of the Companies Act, 2013 in relation to Loans, Investment and Guarantee during the financial year 2022-23.
Contracts or arrangements with related parties
All contracts / arrangements / transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm''s length basis. During the period under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions and accordingly, the disclosures in Form No. AOC-2 is not applicable. The related party disclosures are provided in the notes to financial statements.
The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the official website of the Company at the following link: https://assets. tridentindia.com/Policy_0f77d4e4db.pdf
The Company in terms of Regulation 23 of SEBI (LODR) Regulations, 2015, the Company submits the disclosures of Related Party on consolidated basis within the prescribed timelines from the date of publication of its standalone and consolidated financial results for the respective half year.
The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.
Responsibility Statement of Directors
Directors'' Responsibility Statement pursuant to the provisions
of Section 134(3)(c) read with Section 134(5) of the Act on the
annual accounts of the Company for the year ended on March 31,
2023 is provided below:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures from the same;
b) The Directors had selected such accounting policies and applied them consistently and made judgements 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 end of the financial year and of the profit/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;
e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
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.
A. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, no complaints were received by the Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
B. The Company has complied with all the applicable laws, rules, regulations and Secretarial Standards.
C. All Policies as required under the Act or the SEBI Listing Regulations are available on the website of the Company i.e. www.tridentindia.com
D. Your Directors state that no disclosure or reporting is
required with respect to the following items as there were no
transactions on these items during the year under review:
⢠Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.
⢠Change in the nature of business of the Company.
⢠Details relating to deposits covered under Chapter V of the Act.
⢠Issue of equity shares with differential rights as to dividend, voting or otherwise.
⢠Issue of sweat equity shares to its Directors or Employees.
⢠Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.
⢠Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
⢠No fraud has been reported by the Auditors to the Audit Committee or the Board.
⢠No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable; and
⢠The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.
Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all levels. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.
For and on behalf of the Board
Rajiv Dewan Deepak Nanda
Chairman Managing Director
DIN:00007988 DIN:00403335
Mar 31, 2022
the hypothecated Assets (excluding the moveable fixed assets) of the Company as defined in trust deed. The asset cover in respect of the Non-Convertible Debentures of the Company as on March 31, 2022 is more than 1.25 times of the total outstanding amount of the Non-Convertible Debentures.
During the financial year 2021-22, the Company has partially redeemed Non-Convertible Debentures (NCDs) amounting to H 312.5 million.
Your Directors are pleased to present the 32nd Annual Report and Audited Financial Statements of the Company for the Financial Year ended on March 31, 2022.
Results of Operations Corporate Overview
The Company operates in diversified business segments viz. Home Textiles, Yarn, Paper and Chemicals. The Company also has a captive power plant to cater the needs of its various business segments.
The Non-Convertible Debentures outstanding as at March 31,2022 are H 937.5 million. The Non-Convertible Debentures are secured by way of first ranking pari-passu charge by way of mortgage (shared between the Debentures Trustee and Existing Lenders) on the mortgaged properties, first ranking pari-passu charge by way of hypothecation (shared between the Debentures Trustee and Existing Lenders) on the movable fixed assets and second ranking pari-passu charge by way of hypothecation (as shared between the Debentures Trustee and the Existing Lenders) on
During the period under review, following Commercial Papers have been issued and redeemed by the Company :
ISIN |
J In Million |
Due Date of Repayment |
Actual Date of Repayment |
Credit rating |
INE064C14082 |
500.0 |
June 28, 2021 |
June 28, 2021 |
CRISIL A1 |
INE064C14090 |
500.0 |
March 2, 2022 |
March 2, 2022 |
CRISIL A1 |
Financial Results
The financial performance of your Company, on standalone basis, for the year ended on March 31, 2022 is summarised below:
(H million) |
|||
Particulars |
Current Year |
Previous Year |
Growth |
Total Income |
69,415.2 |
45,353.1 |
53% |
Total Expenses |
58,498.4 |
41,167.7 |
42% |
EBITDA |
15,100.1 |
8,270.0 |
83% |
EBITDA Margin |
21.8% |
18.2% |
360 bps |
Depreciation |
3,326.1 |
3,364.6 |
-1% |
EBIT |
11,774.0 |
4,905.4 |
140% |
Interest (Finance Cost) |
857.2 |
720.0 |
19% |
Profit before tax |
10,916.8 |
4,451.5 |
145% |
Profit after tax |
8,149.5 |
3,457.4 |
136% |
Other Equity |
32,876.2 |
28,069.5 |
17% |
EPS in H (Diluted) face value of H 1/- each |
1.63 |
0.68 |
0.95 |
Dividend |
36% |
36% |
- |
There are no commercial papers outstanding as at March 31, 2022.
DividendYour Company has a dividend policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company.
The dividend distribution policy of the Company is annexed herewith as Annexure V.
Consistent with this policy, the following is the summary of dividend paid/ declared by the Company:
Dividend type |
Current year |
Previous Year |
||
Dividend (%) |
Dividend per share |
Dividend (%) |
Dividend per share |
|
Interim |
36% |
H 0.36 |
- |
- |
Final |
- |
- |
36% |
H 0.36 |
Total |
36% |
? 0.36 |
36% |
? 0.36 |
Financial performance and review
The total income of the Company during the year under review has been H 69,415.2 million as against H 45,353.1 million in the previous financial year. The Operating Profit (EBITDA) for the year stood at H 15,100.0 million as compared to H 8,270.0 million in the previous financial year, an increase/decrease of 83 percent. The Company has earned a net profit of H 8,150.0 million as against H 3,457.4 million in the previous financial year, registering an increase/decrease of 161 percent. The Company''s earnings per share were H 1.63 during the current year.
A detailed discussion on financial and operational performance of the Company is given under "Management Discussion and Analysis Report" forming part of this Annual Report.
During the year under review, the Company has not transferred any amount to the âGeneral Reserve'' and entire amount of profit for the year forms part of the âRetained Earnings''.
During the period under review, there is no change in share capital of the Company.
Details of Debentures issued by the Company
During the financial year 2020-21, the Company had issued 1,250 Senior, Secured, Rated, Listed, Redeemable, Non-Convertible Debentures (âNCDs'') of the face value of H 10,00,000/- each aggregating to H 1,250 million, at par on Private Placement basis at the rate of 6.83% per annum, payable semi-annually from the date of allotment i.e. November 3, 2020. These NCDs are listed on Wholesale Debt Market Segment of BSE Ltd and are redeemable at par in four equal installments at the end of 15th, 27th, 36th and 48th months from the date of allotment.
India Ratings and Research (âInd-Ra'') vide its report dated March 7, 2022 has assigned a rating of ''IND AA'' with a Positive Outlook to the said NCDs of the Company.
Under the Income-tax Act, 1961, as amended by Finance Act, 2020, dividend paid on distributed profits by the Company shall be taxable in the hands of the shareholders. Accordingly, the payment of dividend is subject to deduction of tax at source.
The Company contributed a sum of H 3,766 million to the exchequer by way of Goods and Service Tax in addition to other direct taxes during the year under review.
The exports of the Company accounted to 66 percent of revenue from operations. During the year under review, export sales increased to H 45,459 million as against H 30,594 million in the previous year.
The details on Credit Rating are set out in Corporate Governance Report, which forms part of this report.
During the year under review, your Company has successfully commenced the production of âDetergent Powder'' under Chemical Segment in Budni, Madhya Pradesh w.e.f. August 2, 2021 with a capacity of 10 Metric Ton per day. The above project has been implemented with the capital outlay of H 25 Lakhs. The project has been financed through Internal accruals only. The unit manufactures fine quality powdered Detergent of A grade Quality. With this new venture, your Company intends to reach every household of India by offering an affordable and effective washing solution.
Further, during the year under review, your Company has successfully expanded its Yarn Segment with the addition of 61,440 Spindles & 480 Rotors including other balancing equipment and commenced its commercial operations w.e.f. July 27, 2021. The above project has been implemented with the capital outlay of H 338 Crores. The project has been financed through External Borrowings and Internal accruals. This capacity addition shall further strengthen the position of your Company in Textile Sector.
Further also, your Company has commissioned 7.6 MW Solar Power Plant at Budhi, Madhya Pradesh for captive use. This Solar Power Project is expected to produce 33500 units per day to be consumed in manufacturing facilities located at Budhi, Madhya Pradesh resulting in considerable savings for the Company. Moving towards a greener planet, your Company aims to use renewable & clean energy for reducing carbon emission and further fortifies our spirit of Sustainable Manufacturing.
Consolidated Financial Statements
The Audited Consolidated Financial Statements prepared by the Company are duly provided in the Annual Report of the Company.
Subsidiary and Associate Companies
As on the last day of financial year under review, the Company had two subsidiaries - Trident Global Corp Limited, the Indian wholly owned subsidiary and Trident Europe Limited, the overseas wholly owned subsidiary.
Trident Global Corp Limited majorly serves as the Retail Arm of the Company. It is the face of the Company in the domestic markets. Further, Trident Europe Limited provides the proximity to the European Markets & enhances the Brand Presence of the Company.
The audited accounts of the Subsidiary Companies are available on the official website of the Company at www.tridentindia.com/ financial-reports
The annual accounts of the Company and of the Subsidiary Companies are open for inspection by any investor at the Registered Office of the Company. The Company will also make available copies of these documents to investors upon receipt of request from them. The investors, if they desire, may write to the Company to obtain a copy of the financial statements of the Subsidiary Companies.
Further, Trident Global Inc. is the foreign Associate Company of Trident Limited. The statement containing highlights of performance of each Subsidiary & Associate Company, salient features of their financial statements for the financial year ended on March 31, 2022 and their contribution to the overall performance of the Company is attached as Annexure ''AOC-I'' and Note 48 to the Consolidated Financial Statements of the Company for the reference of the members. The same is not being repeated here for the sake of brevity.
Directors and Key Managerial Personnel
Pursuant to provisions of Companies Act, 2013 (Act'') and the Articles of Association of the Company, Mr. Rajinder Gupta (DIN: 00009037) and Mr. Deepak Nanda (DIN: 00403335) are liable to retire by rotation and being eligible, offer themselves for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended their re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.
During the year under review, Ms. Pallavi Shardul Shroff (DIN: 00013580), Non-executive Independent Director of the Company
resigned from Directorship w.e.f. May 15, 2021 and Ms. Pooja Luthra, Non-executive Director of the Company resigned from Directorship w.e.f. January 18, 2022. The Board places on record its appreciation for the services rendered by Ms. Pallavi Shardul Shroff and Ms. Pooja Luthra during their tenure as Director of the Company.
Further during the year under review, the Company has appointed Ms. Usha Sangwan (DIN : 02609263), as Non-executive Independent Director of the Company for a period of 5 years w.e.f. May 15, 2021 and Mr. Anthony De Sa, [DIN : 05290160] as Non-executive Independent Director of the Company for a period of 5 years w.e.f. January 18, 2022. The Board in its meeting held on May 15, 2021 has appointed Mr. Swapan Nath as CEO / KMP for Budhni Location of the Company and Mr. Naveet Jindal as CEO / KMP for Paper, Chemicals & Energy Business of the Company.
During the year under review, Mr. Abhinav Gupta took over as the Chief Financial Officer / KMP, w.e.f October 21, 2021, in place of Mr. Gunjan Shroff, who resigned from the services of the Company w.e.f. June 1, 2021.
Further, Ms. Ramandeep Kaur has resigned from the services of the Company as Company Secretary / KMP, w.e.f. February 28, 2022. The Board has appointed Mr. Hari Krishan as Company Secretary / KMP of the Company w.e.f. May 1 2, 2022.
The Company has received declaration from all the Independent Directors of the Company confirming their registration with the databank of Independent Directors as notified by Ministry of Corporate Affairs and also that they meet the criteria of independence as prescribed under the Companies Act, 2013 (Act'') and SEBI (LODR) Regulations, 2015.
None of the directors are disqualified for being appointed as Director as specified in Section 164(2) of the Act & Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
During the year under review, the Board duly met 5 times. The maximum gap between any two consecutive Board meetings does not exceed 120 days. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.
Review of performance of the Board
The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 as applicable on the Company, the Independent Directors in their separate meeting held on January 18, 2022 have reviewed the performance of Non-Independent Directors, Chairperson and Board as a whole alongwith review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.
Further the Board, in its meeting held on May 30, 2022 also reviewed the performance of the Board, its committees and all Individual Directors of the Company and expressed its satisfaction over the performance of the Board, its Committees and Individual Directors. Furthermore, Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Energy conservation continues to be an area of major emphasis in your Company. A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure I hereto and forms part of this report.
The Board of Directors and the Shareholders of the Company have approved the Trident Limited Employee Stock Purchase Scheme - 2020'' (Scheme'') in their meeting held on May 16, 2020 and July 9, 2020 respectively. This scheme is effective from July 9, 2020. Pursuant to the Scheme, the Company has, constituted Trident Limited Employees Welfare Trust ( Trust'') to acquire, hold and allocate/transfer equity shares of the Company to eligible employees from time to time on the terms and conditions specified under the Scheme. The said trust has acquired Company''s equity shares aggregated to 100,000,000 equity shares from the secondary open market.
The disclosure in terms of Section 67 of the Act read with Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.
The Disclosure as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been given on the website of the Company under the following link: www.tridentindia.com/ statutory-disclosure
Nomination and Remuneration Policy
In compliance with Section 178 of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is duly available on the website of the Company at following link: www.tridentindia.com/code-policies
As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy are annexed as Annexure II hereto and forms part of this report.
Familiarization Program for Independent Directors
The details of familiarization program for independent directors are provided in the Corporate Governance Report of the Company which forms part of this report.
Statutory Committees
The Company has duly constituted Board level Committees as mandated by the applicable laws and as per the business requirements. The details of the same are provided in the Corporate Governance Report of the Company which forms part of this report.
Vigil Mechanism & Whistle Blower policy
The Company has implemented Vigil Mechanism & Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or e-mail on the email-Id: [email protected]. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.
The detailed procedure is provided in the policy and the same is available on official website of the Company at following link: www.tridentindia.com/code-policies
During the year under review, there were no instances of fraud reported to the Audit Committee/ Board. Further, all recommendations of the Audit Committee were accepted by the Board.
Corporate Social Responsibility (CSR) Committee & Business Responsibility Report
CSR Committee comprises of Mr. Rajiv Dewan (Chairman of the Committee), Mr. Rajinder Gupta and Mr. Deepak Nanda, members of the Committee. The disclosure of the contents of CSR Policy as prescribed and amount spent on CSR activities during the year under review are disclosed in Annual Report on CSR activities'' annexed hereto as Annexure III and forms part of this report.
The Business Responsibility Report describing the initiatives taken by them from an environmental, social and governance perspective, in the specified format is included in the Annual Report of the Company.
Risk Management Policy
The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The Risk management framework has been provided in the Management Discussion and Analysis Report of the Company.
Internal Control
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such
controls were tested and no reportable material weaknesses in the design or operation were observed. The details of Internal Control System are provided in the Management Discussion and Analysis Report of the Company.
Fixed Deposits
During the year under review, your Company has neither accepted any fixed deposits nor any amount was outstanding as principal or interest as on balance sheet date and disclosures prescribed in this regard under Companies (Accounts) Rules, 2014 are not applicable.
No Default
The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.
Corporate Governance
Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.
Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.
Detailed compliances with the provisions of the SEBI (LODR) Regulations, 2015 and Companies Act, 2013 for the year 2021-22 are given in Corporate Governance Report, which is attached and forms part of this report. The certificate of Practising Company Secretary on compliance with corporate governance norms is also attached thereto.
Human Resources Development and Industrial Relations
The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report.
The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.
1. Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.
2. Change in the nature of business of the Company.
3. Details relating to deposits covered under Chapter V of the Act.
4. Issue of equity shares with differential rights as to dividend, voting or otherwise.
5. Issue of sweat equity shares to its Directors or Employees.
6. Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.
7. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
8. No fraud has been reported by the Auditors to the Audit Committee or the Board.
9. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable; and
10. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
Acknowledgments
It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.
Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all levels. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.
M/s S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company have submitted Auditors'' Report on the financial statements of the Company for the financial year ended on March 31, 2022. The Auditors'' Report for the year is self-explanatory & does not contain any modified opinion, hence need no comments.
The Board of Directors of your Company, on the recommendations of the Audit Committee, have re-appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as cost auditors for the financial year 2022-23 to carry out an audit of cost records of the Company in respect of Textiles, Paper and Chemical divisions. The Cost Audit Report for the financial year ended March 31, 2022 is under finalization and shall be filed with the Central Government within the prescribed time limit.
M/s Vinod Kothari & Co., Company Secretaries, have submitted Secretarial Audit Report for the financial year 2021-22 and same is annexed as Annexure IV and forms part of this report. The Secretarial Audit Report for the year is self-explanatory & does not contain any qualification/adverse remarks, hence need no comments.
In terms of Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company is available on the website of the Company at the link: www.tridentindia.com/statutory-disclosure
Particulars of loans, guarantees or investments
The Particulars of loans, investments or guarantees have been disclosed in the financial statements and the Company has duly complied with Section 186 of the Companies Act, 2013 in relation to Loans, Investment and Guarantee during the financial year 2021-22.
Contracts or arrangements with related parties
All contracts / arrangements / transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm''s length basis. During the period under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions and accordingly, the disclosures in Form No. AOC-2 is not applicable. The related party disclosures are provided in the notes to financial statements.
The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the official
website of the Company at the following link: www.tridentindia.com/code-policies
The Company in terms of Regulation 23 of SEBI (LODR) Regulations, 2015, the Company submits the disclosures of Related Party transactions to NSE & BSE and also publish the same on its website every six months.
The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.
Responsibility Statement of Directors
Directors'' Responsibility Statement pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act on the annual accounts of the Company for the year ended on March 31, 2022 is provided below:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures from the same;
b) The Directors had selected such accounting policies and applied them consistently and made judgements 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 end of the financial year and of the profit/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;
e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
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.
Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:
Mar 31, 2021
Your Directors are pleased to present the 31st Annual Report and Audited Financial Statements of the Company for the Financial Year ended on March 31, 2021.
RESULTS OF OPERATIONS CORPORATE OVERVIEW
The Company operates in diversified business segments viz. Home Textiles, Yarn, Paper and Chemicals. The Company also has a captive power plant to cater the needs of its various business segments.
FINANCIAL RESULTS
The financial performance of your Company on standalone basis, for the year ended on March 31, 2021 is summarised below:
'' million |
||
Particulars |
Current year |
Previous year Growth (%) |
Total Income |
45,353.1 |
47,239.5 -4.0% |
Total Expenses |
41,167.7 |
43,027.4 -4.3% |
EBITDA |
8,270.0 |
8,653.1 -4.4% |
EBITDA Margin |
18.23% |
18.30% -7 bps |
Depreciation |
3,364.6 |
3,333.0 0.8% |
EBIT |
4905.4 |
5,320.1 -8% |
Interest (Finance Cost) |
720.0 |
1,108.0 -35.0% |
Profit before exceptional item and tax |
4,185.4 |
4,212.1 -0.6% |
Exceptional (Income)/Expense |
(266.1) |
- - |
Profit before tax |
4,451.5 |
4,212.1 5.70% |
Tax Expenses |
994.1 |
794.1 25.2% |
Profit after tax |
3,457.4 |
3,418.0 1.2% |
Other Equity |
28,069.5 |
24,573.0 14.2% |
EPS in '' (Diluted) face value of '' 1/- each |
0.68 |
0.67 1.5% |
Dividend |
36% |
36% - |
DETAILS OF COMMERCIAL PAPER
During the period under review, following Commercial Papers have been issued and redeemed by the Company :
ISIN |
Scrip Code |
Issue Date |
Maturity date |
'' (in Millions) |
INE064C14058 |
718949 |
June 18, 2020 |
August 27, 2020 |
'' 500/- |
INE064C14066 |
719504 |
September 29, 2020 |
November 27, 2020 |
'' 250/- |
INE064C14074 |
719817 |
December 2, 2020 |
February 2, 2021 |
'' 500/- |
As on March 31, 2021, no commercial Paper was outstanding, however the Company has further issued Commercial Papers on April 28, 2021, as per the following details:
ISIN |
Scrip Code |
Issue Date |
Maturity date |
'' (in Millions) |
INE064C14082 |
720622 |
April 28, 2021 |
June 28, 2021 |
'' 500/- |
Dividend type |
Current year |
Previous year |
|||
Dividend % |
Dividend per share |
Dividend (%) |
Dividend per share |
||
1st Interim |
- |
- |
9% |
'' 0.09 |
|
2nd Interim |
- |
- |
9% |
'' 0.09 |
|
3rd Interim |
- |
- |
18% |
'' 0.18 |
|
Final |
36% |
'' 0.36 |
- |
- |
|
Total |
36% |
'' 0.36 |
36% |
'' 0.36 |
FINANCIAL PERFORMANCE AND REVIEW
The total income of the Company during the year under review has been '' 45,353.1 million as against '' 47,239.5 million in the previous financial year. The Operating Profit (EBITDA) for the year stood at '' 8,270.0 million as compared to '' 8,653.1 million in the previous financial year, a decrease of 4.4 percent. The Company has earned a net profit of '' 3,457.4 million as against '' 3,418.0 million in the previous financial year, registering an Increase of 1.2 percent. The Company''s earnings per share were '' 0.68 during the current year.
On April 05, 2021, a major fire broke out in the Cotton warehouse located in the manufacturing facilities at Budhni, Madhya Pradesh, however the fire has not caused any disturbance in the day to day operations of the said facilities. The fire has resulted in major damage of stocks of cotton lying in the cotton warehouse and its building. The loss of inventory and repair cost of damages to building is adequately covered by Insurance. There has been no loss of life due to fire.
A detailed discussion on financial and operational performance of the Company is given under âManagement Discussion and Analysis Report" forming part of this Annual Report.
During the year under review, the Company has not transferred any amount to the ''General Reserve'' and entire amount of profit for the year forms part of the ''Retained Earnings''.
During the period under review, there is no change in share capital of the Company.
DETAILS OF DEBENTURES ISSUED BY THE COMPANY
During the financial year 2020 - 2021, the Company has issued 1,250 Senior Secured, Rated, Listed, Redeemable, Non-Convertible Debentures (NCDs) of the face value of '' 10,00,000/- each aggregating to '' 1,250 million, at par on Private Placement basis at the rate of 6.83% per annum,
payable semi-annually from the deemed date of allotment. These NCDs are listed on Wholesale Debt Market Segment of BSE Ltd and shall be redeemed at par in four equal installments at the end of 15th, 27th, 36th and 48th months from the deemed date of allotment. These NCDs shall have asset cover of more than 1.25 times of outstanding amount of NCDs, all the times.
India Ratings and Research (Ind-Ra) has assigned a rating of ''IND AA-'' with a Positive Outlook to the said NCDs of the Company which has been upgraded to IND AA/Stable. These NCDs shall be secured by way of first ranking pari-passu charge by way of mortgage (to be shared between the Debentures Trustee and Existing Lenders) on the
Your Company has a dividend policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company.
In view of changes made under the Income-Tax Act, 1961 as amended by Finance Act, 2020, dividends paid on distributed profits by the Company shall be taxable in the hands of the shareholders. The Company shall accordingly make the payment of the final dividend after deduction of tax at source.
The Company contributed a sum of '' 2,652.41 million to the exchequer by way of Goods and Service Tax in addition to other direct taxes during the year under review.
The exports of the Company accounted to 67 percent of revenue from operations. During the year under review, export sales marginally increased to '' 30,593.9 million as against '' 26,312 million in the previous year.
immovable properties, first ranking pari-passu charge by way of hypothecation (to be shared between the Debentures Trustee and Existing Lenders) on the movable fixed assets, second ranking pari-passu charge by way of hypothecation (to be shared between the Debentures Trustee and the Existing Lenders) on the current Assets (excluding the Movable Fixed Assets) of the Company. The Company has paid the Interest on these Debentures on May 3, 2021 and the intimation regarding the same is also available on the website of Stock Exchanges.
The Company is in compliance with the requirements of SEBI circular dated November 26, 2018 applicable to Large Corporate Borrowers.
The dividend distribution policy of the Company is annexed herewith as Annexure V.
Consistent with this policy, the following is the summary of dividend paid/ declared by the Company:
The details on Credit Rating are set out in Corporate Governance Report, which forms part of this report.
During the year under review, the Company has approved Capital Expenditure in Chemicals Segment for setting up a Detergent Manufacturing unit in Budni, Madhya Pradesh with a capacity of 10 Metric Ton per day. The unit shall manufacture fine quality powdered Detergent of A grade Quality. The above project has been proposed to be implemented at an estimated capital outlay of '' 33 Lakhs.
The required capital investment, under this project, will be met through an internal accrual and the proposed project shall help to expand the chemical business of the Company
and shall further increase the market presence in the chemical segment. The commercial production is expected to commence in the FY 2021-22.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements prepared by the Company, in accordance with the Indian Accounting Standards [Ind AS], are duly provided in the Annual Report of the Company.
SUBSIDIARY AND ASSOCIATE COMPANIES
As on the last day of financial year under review, the Company had two subsidiaries - Trident Global Corp Limited, the Indian wholly owned subsidiary and Trident Europe Limited, the overseas wholly owned subsidiary.
Trident Global Corp Limited majorly serves as the Retail Arm of the Company. It is the face of the Company in the domestic markets. Further, Trident Europe Limited provides the proximity to the European Markets & enhances the Brand Presence of the Company.
The audited accounts of the Subsidiary Companies are available on the official website of the Company at https:// www.tridentindia.com/financial-reports
The annual accounts of the Company and of the Subsidiary Companies are open for inspection by any investor at the Registered Office of the Company. The Company will also make available copies of these documents to investors upon receipt of request from them. The investors, if they desire, may write to the Company to obtain a copy of the financial statements of the Subsidiary Companies.
Further, Trident Global Inc. is the foreign Associate Company of Trident Limited. The statement containing highlights of performance of each Subsidiary & Associate Company, salient features of their financial statements for the financial year ended on March 31, 2021 and their contribution to the overall performance of the Company is attached as Annexure ''AOC-I'' and Note 47 to the Consolidated Financial Statements of the Company for the reference of the members. The same is not being repeated here for the sake of brevity.
During the year under review, Lotus Hometextiles Limited ceased to be Associate Company of Trident Limited w.e.f. October 16, 2020.
Pursuant to provisions of Companies Act, 2013 (''Act'') and the Articles of Association of the Company, it is proposed to re-appoint Mr Rajinder Gupta (DIN: 00009037) Mr Deepak Nanda (DIN: 00403335) and Ms Pooja Luthra (03413062) as they are liable to retire by rotation and being eligible, offer themselves for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended their re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.
Subsequent to the end of year under review, Ms Pallavi Shardul Shroff (DIN: 00013580), Independent Woman and Non-executive Director and Chairperson of the Company resigned from Directorship w.e.f. May 15, 2021. The Board places on record its appreciation for the services rendered by Ms Pallavi Shardul Shroff during her respective tenure as Chairperson and Director of the Company.
The Company has appointed Ms Usha Sangwan (02609263), as Additional Director in the category of Independent Woman and Non-executive Director of the Company for a period of 5 years w.e.f. May 15, 2021. Ms Usha Sangwan (02609263), being Additional Director, holds the office of Director till the date of forthcoming Annual General Meeting. The Company has duly received candidature for her regularization as a Director of the Company in the ensuing Annual General Meeting.
Further, the appointment of Ms Usha Sangwan as Independent Woman Director of the Company requires approval of shareholders in the ensuing Annual General Meeting. The Nomination & Remuneration Committee and Board of Directors have recommended the appointment of Ms Usha Sangwan as an Independent Director of the Company. In terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors of the Company are of opinion that Ms Usha Sangwan possesses relevant expertise, integrity and experience requisite to be appointed as an Independent Director.
The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act, SEBI (LODR) Regulations, 2015 and they are duly registered with the databank of Independent Directors as notified by Ministry of Corporate Affairs.
None of the directors are disqualified for being appointed as Director as specified in Section 1 64(2) of the Act & Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
During the year under review, the Board duly met 6 times. The maximum gap between any two consecutive Board meetings does not exceed 120 days. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.
REVIEW OF PERFORMANCE OF THE BOARD
The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 as applicable on the Company the Independent Directors in their separate meeting held on January 18, 2021 have reviewed the performance of NonIndependent Directors, Chairperson and Board as a whole alongwith review of quality quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.
Further the Board, in its meeting held on May 15, 2021 also reviewed the performance of the Board, its committees and all Individual Directors of the Company and expressed its satisfaction over the performance of the Board, its Committees and Individual Directors. Furthermore, Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.
CONSERVATION OF Energy, Technology ABSORpTION, FOREIGN EXCHANGE EARNINGS AND
outgo
Energy conservation continues to be an area of major emphasis in your Company. A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure I hereto and forms part of this report.
The Company introduced Employees Stock Options Plan, 2007 in the financial year 2007-08, after approval by the shareholders by way of a special resolution dated June 29, 2007. The Company has made two grants under the scheme till date. The first grant was made on July 9, 2007 and second grant was made on July 23, 2009 by the Nomination and Remuneration Committee (earlier known as Compensation Committee) as per the terms & conditions of Trident Employee Stock Options Plan, 2007. The options were granted at the latest available closing market price prior to the date of meeting. As on March 31, 2021, there are no options outstanding under these grants.
The Company had also introduced Trident Employee Stock Options Scheme, 2009 and Trident Employee Stock Options Scheme, 2015, by way of trust route, after the approval of shareholders in their meeting held on August 27, 2009 and September 12, 2015, respectively. The Company has not yet implemented the said scheme and there has not been any grant under these both schemes till date.
Further, the Board of Directors and the Shareholders of the Company have approved a Scheme called as ''Trident Limited Employee Stock Purchase Scheme - 2020'' (''Scheme'') in their meeting held on May 16, 2020 and July 9, 2020 respectively. This scheme is effective from July 9, 2020. Pursuant to the Scheme, the Company has, constituted Trident Limited Employees Welfare Trust (''Trust'') to acquire, hold and allocate/transfer equity shares of the Company to eligible employees from time to time on the terms and conditions specified under the Scheme. However, no offer has been made to eligible employees under the Scheme till March 31, 2021.
The said trust has acquired Company''s equity shares aggregated to 100,000,000 equity shares from the secondary open market. Since, no offer has been made to eligible employees under the Scheme till March 31, 2021, the disclosure in terms of Section 67 of the Act read with Rule
16 of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.
The disclosures as required under the SEBI (Share Based Employee Benefits) Regulations, 2014 has been given on the website of the Company under the following link: https:// www.tridentindia.com/statutory-disclosure
NOMINATION AND REMuNERATION pOLICY
In compliance with Section 178 of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is duly available on the website of the Company at following link: https://www.tridentindia.com/code-policies
As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy are annexed as Annexure II hereto and forms part of this report.
familiarization program for independent
The details of familiarization program for independent directors are provided in the Corporate Governance Report of the Company which forms part of this report.
The Company has duly constituted Board level Committees as mandated by the applicable laws and as per the business requirements. The details of the same are provided in the Corporate Governance Report of the Company which forms part of this report.
VIGIL MECHANISM & wHISTLE BLOwER pOLICY
The Company has implemented Vigil Mechanism & Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behavior actual or suspected fraud or violation of the Company''s code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or e-mail on the email-Id: whistleblower0tridentindia.com. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.
The detailed procedure is provided in the policy and the same is available on official website of the Company at following link: https://www.tridentindia.com/code-policies
During the year under review, there were no instances of fraud reported to the Audit Committee/ Board. Further, all recommendations of the Audit Committee were accepted by the Board.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE & BUSINESS RESPONSIBILITY REPORT
CSR Committee comprises of Mr Rajiv Dewan (Chairman of the Committee), Mr Rajinder Gupta and Mr Deepak Nanda, members of the Committee. The disclosure of the contents of CSR Policy as prescribed and amount spent on CSR activities during the year under review are disclosed in ''Annual Report on CSR activities'' annexed hereto as Annexure III and forms part of this report.
The Business Responsibility Report describing the initiatives taken by them from an environmental, social and governance perspective, in the specified format is included in the Annual Report of the Company.
The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The Risk management framework has been provided in the Management Discussion and Analysis Report of the Company.
The Company has in place adequate internal financial controls with reference to financial statements. During the year; such controls were tested and no reportable material weaknesses in the design or operation were observed. The details of Internal Control System are provided in the Management Discussion and Analysis Report of the Company.
fixed deposits
During the year under review, your Company has neither accepted any fixed deposits nor any amount was outstanding as principal or interest as on balance sheet date and disclosures prescribed in this regard under Companies (Accounts) Rules, 2014 are not applicable.
no default
The Company has not defaulted in payment of interest and/ or repayment of loans to any of the financial institutions and/ or banks during the year under review.
corporate governance
Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.
Your Company proactively works towards strengthening relationship with constituents of system through corporate
fairness, transparency and accountability. In your Company prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.
Detailed compliances with the provisions of the SEBI (LODR) Regulations, 2015 and Companies Act, 2013 for the year 2020-21 are given in Corporate Governance Report, which is attached and forms part of this report. The certificate of Practising Company Secretary on compliance with corporate governance norms is also attached thereto.
human resources development and industrial relations
The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report.
The Company maintained healthy cordial and harmonious industrial relations at all levels during the year under review.
auditors & auditors'' report
M/s S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company have submitted Auditors'' Report on the financial statements of the Company for the financial year ended on March 31, 2021. The Auditors'' Report for the year is self-explanatory & does not contain any modified opinion, hence need no comments.
cost audit
The Board of Directors of your Company, on the recommendations of the Audit Committee, have reappointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as cost auditors for the financial year 2021-22 to carry out an audit of cost records of the Company in respect of Textiles, Paper and Chemical divisions. The Cost Audit Report for the financial year ended March 31, 2021 is under finalization and shall be filed with the Central Government within the prescribed time limit.
M/s Vinod Kothari & Co., Company Secretaries, have submitted Secretarial Audit Report for the financial year 2020-21 and same is annexed as Annexure iv and forms part of this report. The Secretarial Audit Report for the year is self-explanatory & does not contain any qualification/ adverse remarks, hence need no comments.
annual return
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://www. tridentindia.com/statutory-disclosure
particulars of loans, guarantees or investments
The Particulars of loans, investments or guarantees have been disclosed in the financial statements and the Company has duly complied with Section 186 of the Companies Act, 2013 in relation to Loans, Investment and Guarantee during the financial year 2020-21.
contracts or ARRANGEMENTS wiTH RELATED parties
All contracts / arrangements / transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm''s length basis. During the period under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions and accordingly the disclosures in Form No. AOC-2 is not applicable. The related party disclosures are provided in the notes to financial statements.
The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the official website of the Company at the following link: https://www.tridentindia.com/code-policies
The Company in terms of Regulation 23 of SEBI (LODR) Regulations, 2015, the Company submits the disclosures of Related Party on consolidated basis within 30 days from the date of publication of its standalone and consolidated financial results for the respective half year
The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.
responsibility STATEMENT of DIRECToRS
Directors'' Responsibility Statement pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act on the annual accounts of the Company for the year ended on March 31, 2021 is provided below:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures from the same;
b) The Directors had selected such accounting policies and applied them consistently and made judgements 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 end of the financial year and of the profit/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;
e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
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.
Your Directors state that no disclosure or reporting is
required with respect to the following items as there were no
transactions on these items during the year under review:
1. Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.
2. Change in the nature of business of the Company.
3. Details relating to deposits covered under Chapter V of the Act.
4. Issue of equity shares with differential rights as to dividend, voting or otherwise.
5. Issue of sweat equity shares to its Directors or Employees.
6. Any remuneration or commission received by Managing Director of the Company from any of its subsidiary.
7. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
8. No fraud has been reported by the Auditors to the Audit Committee or the Board.
9. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable; and
10. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
ACKNOWLEDGMENTS
It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.
Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all levels. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.
For and on behalf of the Board
Chairman Managing Director
May 15, 2021 DIN: 00007988 DIN: 00403335
Mar 31, 2018
Directorsâ Report
Dear Members,
The Directors are pleased to present the 28th Annual Report and Audited Financial Statements of the Company for the financial year ended on March 31,2018.
Financial Results
The financial performance of your Company for the year ended on March 31,2018 is summarised below:
(Rs, million)
Particulars |
Previous Year |
Growth(%) |
|
Total Income |
46,705.4 |
47,728.9 |
-2.1 |
Total Expenses |
42,787.4 |
43,344.0 |
-1.3 |
EBITDA |
9,140.3 |
9,919.2 |
-7.9 |
EBITDA Margin |
19.6% |
20.8% |
-120bps |
Depreciation |
4,040.3 |
4,1 24.1 |
-2.0 |
EBIT |
5,100.1 |
5,795.1 |
-12.0 |
Interest (Finance Cost) |
1,1 82.1 |
1,410.1 |
-16.2 |
Profit before tax |
3,918.0 |
4,385.0 |
-10.6 |
Tax Expenses |
1,280.6 |
1,015.2 |
26.1 |
Profit after tax |
2,637.4 |
3,369.8 |
-21.7 |
Other Equity |
23,990.9 |
22,149.2 |
8.31 |
EPS (Diluted) (Rs,) |
5.1 |
6.6 |
-21.7 |
Cash Earnings per share (Rs,) |
13.1 |
14.7 |
-11.02 |
Dividend (%) |
15 |
15 |
0.0 |
Corporate Overview
The Company operates in diversified business segments viz. Home Textiles, Paper and Chemicals. The Company also has a captive power plant to cater the needs of its various business segments.
Results of Operations Financial performance and review
The total income of the Company during the year under review have been Rs, 4,6705.4 million as against Rs, 4,7728.9 million in the previous financial year. The Operating Profit (EBITDA) for the year stood at Rs, 9,140.3 million as compared to Rs, 9,919.2 million in the previous financial year, a decrease of 7.9 percent. The Company has earned a net profit of Rs, 2,637.4 million as against Rs, 3,369.8 million in the previous financial year, registering a decrease of 21.7 percent. During the year under review, the additions to Other Equity amount to Rs, 1,841.7 million.
The Companyâs earnings per share was Rs, 5.1 and cash earnings per share was ^ 13.10 during the current year.
A detailed discussion on financial and operational performance of the Company is given under âManagement Discussion and Analysis Reportâ forming part of this Annual Report.
Changes in Share Capital
The changes in Share Capital of the Company during the Financial Year ended March 31, 2018 are summarized as under:
(Amount in Rs,)
Date |
Particulars |
No. of shares |
Nominal Value |
Premium per share |
Total Securities Premium |
Equity share capital |
Cumulative Issued & Paid up Share Capital |
April 1,2017 |
Opening Balance |
509,579,260 |
5,095,792,600 |
5,095,792,600 |
|||
May 9,2017 |
Allotment under ESOP scheme |
16,307 |
10 |
1.20 |
19,568 |
163,070 |
5,095,955,670 |
Issued & Paid Up Share Capital as on date |
5,095,955,670 |
Consequent to the allotment, the Paid Up Share Capital of the Company as on date stands revised to Rs, 5,095.96million comprising of 509,595,567 Equity Shares of Rs, 10/- each as compared to Rs, 5,095.79 million comprising of 509,579,260 Equity Shares of Rs, 10/-each..
Dividend
Your Company has a dividend policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company
The dividend distribution policy is annexed as Annexure VII and is also available on the official website of the Company at the following link: http://www.tridentindia.com/report/Dividend_ Distribution_Policy.pdf
Consistent with this policy during the year under review, the Board declared two Interim Dividends - 1st Interim Dividend of Rs, 0.6/-(6%) per equity share of Rs, 10/- each and 2nd Interim Dividend of Rs, 0.6/- (6%) aggregating to Rs, 1.2/- (12%) per equity share of Rs, 10/-each in its meeting held on August 12, 2017 & January 29, 2018, respectively. Your Directors are pleased to recommend a Final Dividend ofRs, 0.3/- (3%) per equity share ofRs, 10/-each for Financial Year 2017-18, for the approval of the equity shareholders at the ensuing Annual General Meeting. If approved, the total dividend payout (interim and final dividend) for the financial year 2017-18 will be Rs, 1.5/- (15%) per equity share ofRs, 10/-each at par with the total dividend of Rs, 1.5 (15%) per equity share of Rs, 10/- paid for the previous financial year 2016-17.
Contribution to the Exchequer
The Company contributed a sum of Rs, 281.6 million to the exchequer by way of Goods and Service Tax in addition to other direct taxes during the year under review.
Also, the Company contributed a sum of Rs, 43.3 million to the exchequer by way of Central Excise Duty which was applicable till June 30,2017.
Exports
The exports of the Company accounted 55 parent of net sales. During the year under review, export sales marginally decreased toRs, 25,169 million as againstRs, 26,665 million in the previous year.
Credit Rating
The Company follows a disciplined financial approach and has been continuously working on improving its financial risk profile. Your Directors are pleased to share that CRISIL has upgraded Long Term rating of the Company to âCRISIL A / Stableâ from âCRISIL A/ Stableâ and reaffirmed the Short Term rating as âCRISIL A1 â. Also, CARE has upgraded Long Term rating of the Company to âCARE AA-/ Stableâ from âCARE A â & Short Term rating to âCARE A1 â from âCARE A1 â.
These ratings symbolize low credit risk with adequate degree of safety regarding timely servicing of financial obligations.
Expansions/Modernisations
Keeping in view the current business synergies, the Company has proposed the expansion plans in the State of Madhya Pradesh with total capital outlay in tune of Rs, 7,200 crores by 2025:
Paper:
- Paper Unit with the capacity of 500 tonne per day Textile:
- Processing & CSP capacity in Bed Sheet
- Bed Linen Unit comprising of 500 looms
- Terry Towel Unit comprising of 300 looms
- Spinning unit comprising of 3 lacs spindles & 2000 Rotors
- Technical Textile Unit
- Garments/ Rugs/Top of Bed and Fashion Bedding Utilities:
- Co-gen Power Plant/ Solar Power Plant Multi-Specialty Mini Health Centre
The aforesaid projects shall be eligible for various incentives & benefits under Mega Projects Policies of the State and Central Government and are subject to technical feasibility, financial viability and evaluation.
Further the schedule of implementation shall be in a phased manner as may be approved by the Board from time to time, after financial closure & evaluation of all opportunities that will maximize value and is in the best interest of the Company & its stakeholders.
Consolidated Financial Statements
The Audited Consolidated Financial Statements prepared by the Company, in accordance with the Indian Accounting Standards [Ind AS], are provided in the Annual Report of the Company.
Subsidiary and Associate Companies
As on the last day of financial year under review, the Company had two subsidiaries - Trident Global Corp Limited, the Indian wholly owned subsidiary and Trident Europe Limited, the overseas wholly owned subsidiary.
Trident Global Corp Limited majorly serves as the Retail Arm of the Company. It is the face of the Company in the domestic markets. Further, Trident Europe Limited provides the proximity to the European Markets & enhances the Brand Presence of the Company.
The audited accounts of the Subsidiary Companies are available on the official website of the Company at http://www. tridentindia.com/report/Audited_Financial_Statements_FY-2017-18_TGCL_Subsidiary.pdf and http://www.tridentindia. com/report/Audited_Financial_Statements_FY-2017-18_TEL_ Subsidiary.pdf
The annual accounts of the Company and of the Subsidiary Companies are open for inspection by any investor at the Registered Office of the Company. The Company will also make available copies of these documents to investors upon receipt of request from them. The investors, if they desire, may write to the Company to obtain a copy of the financial statements of the Subsidiary Companies.
The Company has adopted Policy for determining Material Subsidiary and the same is also available on the official website of the Company at the following link: http://www.tridentindia. com/report/Policy_for_Determ in ing_Material_Subsidiary.pdf Further, Trident Infotech Inc. and Trident Global Inc. are two foreign Associate Companies of the Company. Lotus Tex park Limited is an Indian Associate Company of the Company. The statement containing highlights of performance of each Subsidiary & Associate Company, salient features of their financial statements for the financial year ended on March 31, 2018 and their contribution to the over Performance of the Company is attached as Annexure âAOC-Iâ and Note 48 to the consolidated financial statements of the Company for the reference of the members. The same is not being repeated here for the sake of brevity.
Directors
Mr Dinesh Kumar Mittal [DIN: 00040000] was appointed as an Additional Directors of the Company by the Board of Directors in their meeting held on August 12, 2017 in the category of Independent Director for a period of five years w.e.f. August 12, 2017, which was duly approved by the shareholders in the Annual General Meeting held on September 23,2017.
Pursuant to provisions of Companies Act, 2013 (Actâ) and the Articles of Association of the Company, Mr Rajinder Gupta [DIN: 00009037] and Mr Deepak Nanda [DIN: 00403335], Directors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended their re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.
Also, the Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as applicable under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [âSEBI (LODR) Regulations, 2015â].
Number of Board Meetings
During the year under review, the Board duly met four (4) times with a maximum gap of 110 days between any two consecutive meetings. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.
Review of performance of the Board
The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 as applicable on the Company, the Independent Directors in their separate meeting held on January 29, 2018 have reviewed the performance of non-independent directors, Chairperson and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same. Further the Board, in its meeting held on May 7, 2018 also reviewed the performance of the Board, its committees and all Individual Directors of the Company and expressed its satisfaction over the performance of the Board, its Committees and individual Directors.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Energy conservation continues to be an area of major emphasis in your Company. A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure I hereto and forms part of this report.
Disclosure on ES0P
The Company introduced Employees Stock Options Plan, 2007 in the financial year 2007-08, after approval by the shareholders by way of a special resolution dated June 29,2007. The Company has made two grants under the scheme till date. The first grant was made on July 9, 2007 and second grant was made on July 23, 2009 by the Nomination and Remuneration Committee (earlier known as Compensation Committee) as per the terms & conditions of Trident Employee Stock Options Plan, 2007. The options were granted at the latest available closing market price prior to the date of meeting.
The Certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the applicable SEBI Guidelines and the resolution passed by the shareholders would be placed at the Annual General Meeting for inspection by members.
The Company had also introduced Trident Employee Stock Options Scheme, 2009 and Trident Employee Stock Options Scheme, 2015, by way of trust route, after the approval of shareholders in their meeting held on August 27, 2009 and September 12, 2015, respectively. The Company has not yet implemented the said scheme and there has not been any grant under these both schemes till date. The disclosures as required under the SEBI (Share Based Employee Benefits) Regulations, 2014 has been given on the website of the Company under the following link: http://www.tridentindia.com/report/ESOP_ Disclosure_for_FY_2017-18.pdf
Responsibility Statement of Directors
Directorsâ Responsibility Statement pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act is annexed as Annexure II hereto and forms part of this report.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company in compliance with Section 178 of the Companies Act, 2013, containing criteria of performance evaluation of Independent Directors, has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and forms part of this report as Annexure III.
Familiarization Program for Independent Directors
The details of familiarization program for independent directors are available on the official website of the Company at the following I ink: http://www.tr identindia.com/report/Familiarization_ Program_for_ I nde pen dent_Di rector s_FY_2017-18.pdf
Statutory Committees
The Company has duly constituted Board level Committees as mandated by the applicable laws and as per the business requirements. The details of the same are provided in the Corporate Governance Report of the Company which forms part of this report.
Vigil Mechanism & Whistle Blower policy
The Company has implemented Vigil Mechanism 8c Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-al ia provides that any Directors, Employees, Stakeholders who observe any unethical behaviour, actual or suspected fraud or violation of the Companyâs code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or e-mail on the email-ld : [email protected]. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.
The detailed procedure is provided in the policy and the same is available on official website of the Company at following link: http://www.tridentindia.com/report/Vigil_Mechanism_and_ Whistle_Blower_Policy.pdf
During the year under review, there were no instances of fraud reported to the Audit Committee/ Board. Further, all recommendations of the Audit Committee were accepted by the Board.
Corporate Social Responsibility (CSR) Committee & Business Responsibility Report
CSR Committee comprises of Mr Rajiv Dewan (Chairman of the Committee), Mr Raj inder Gupta and Mr Deepak Nanda, members of the Committee. The disclosure of the contents of CSR Pol icy as prescribed and amount spent on CSR activities during the year under review are disclosed in Annual Report on CSR activitiesâ annexed hereto as Annexure IV and forms part of this report.
The Business Responsibility Report describing the initiatives taken by them from an environmental, social and governance perspective, in the specified format is included in the Annual Report of the Company.
Risk Management Policy
The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The detailed Risk management framework has been provided in the Management Discussion and Analysis Report of the Company.
Internal Control
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The details of Internal Control System are provided in the Management Discussion and Analysis Report of the Company.
Fixed Deposits
During the year under review, your Company has neither accepted any fixed deposits nor any amount was outstanding as principal or interest as on balance sheet date and disclosures prescribed in this regard under Companies (Accounts) Rules, 2014 are not applicable.
No Default
The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.
Corporate Governance
Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.
Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter 8c spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.
Detailed compliances with the provisions of the SEBI (LODR) Regulations, 2015 and Companies Act, 2013 for the year 2017-18 are given in Corporate Governance Report, which is attached and forms part of this report. The certificate of Practising Company Secretary on compliance with corporate governance norms is also attached thereto.
Human Resources Development and Industrial Relations
The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report.
The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review. Further, no case was filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition 8c Redressal) Act, 2013 during the year under review.
Auditors & Auditorsâ Report
During the year under review, M/s Deloitte Haskins 8c Sells, Chartered Accountants has retired as Statutory Auditors of the Company pursuant to the provisions of the Companies Act, 2013. Further, pursuant to the provisions of Section 139 of the Companies Act, 2013, the shareholders of the Company in their 27th Annual General Meeting held on September 23, 2017 have approved the appointment of M/s S.R. Batliboi 8c Co. LLR Chartered Accountants, ICAI Firm Registration No: 301003E/ E300005 as Statutory Auditors of the Company in place of M/s Deloitte Haskins 8c Sells, Chartered Accountants for a term of five consecutive years, from the conclusion of ensuing 27th Annual General Meeting until the conclusion of the 32nd Annual General Meeting of the Company subject to annual ratification by the shareholders in the Annual General Meeting. Accordingly, the appointment of M/s S.R. Batliboi 8c Co. LLR Chartered Accountants is being placed before the shareholders for ratification.
M/s S.R. Batliboi 8c Co. LLR Chartered Accountants, Statutory Auditors of the Company have submitted Auditorsâ Report on the financial statements of the Company for the financial year ended on March 31, 2018 being the first year of their Audit. The Auditorsâ Report for the year is self-explanatory 8c does not contain any modified opinion, hence need no comments.
Cost Audit
The Board of Directors of your Company, on the recommendations of the Audit Committee, have re-appointed M/s Ramanath Iyer 8c Co., Cost Accountants, New Delhi as cost auditors for the financial year 2018-19 to carry out an audit of cost records of the Company in respect of textiles, paper and chemical divisions. The Cost Audit Report for the financial year ended March 31, 2018 is under finalization and shall be filed with the Central Government within the prescribed time limit.
Secretarial Audit
M/s Vi nod Kothari & Co., Company Secretaries, Kolkata have conducted the Secretarial Audit of the Company for the financial year 2017-18 in accordance with the provisions of Section 204 of the Companies Act, 2013 read with the relevant rules in this regard.
The Secretarial Audit Report for the financial year ended March 31,2018 is annexed as Annexure Vand forms part of this report. The Secretarial Audit Report for the year is self-explanatory & does not contain any qualification/adverse remarks, hence need no comments.
The Board of Directorsof yourCompany,on the recommendations of the Audit Committee, have re-appointed M/s Vi nod Kothari 8c Co., Company Secretaries, Kolkata as Secretarial Auditors for the financial year 2018-19 to carry out secretarial audit of the Company.
Extract of Annual Return
The extract of annual return in Form No. MGT-9, is annexed as Annexure VI and forms part of this report.
Particulars of loans, guarantees or investments
The Particulars of loans, investments or guarantees have been disclosed in the financial statements.
Disclosures regarding Managerial remuneration and particulars of employees
In accordance with the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding this 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 Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Companyâs website at http://www. tridentindia.com/report/Annual_Report_FY_2017-18.pdf
Contracts or arrangements with related parties
All contracts / arrangements / transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an armâs length basis. During the period under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions and accordingly, the disclosures in Form No.AOC-
2 is not applicable. The related party disclosures are provided in the notes to financial statements.
The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the official website of the Company at the following link: http:// www.tridentindia.com/report/Policy_on_Materiality_of_and_ Dealing_with_Related_Party_Transactions.pdf
Secretarial standards
The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.
Green Initiatives
Electronic copies of the full Annual Report for the financial year 2017-18 and the Notice of the 28th Annual General Meeting are sent to all the members whose email addresses are registered with the Company/ Depository Participant. For members, who have not registered their email addresses, physical copies of Abridged Annual Report are being sent in permitted mode.
General
Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:
1. Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the ESOP scheme relates, as there is no provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees.
2. Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.
3. Change in the nature of business of the Company.
4. Details relating to deposits covered under Chapter V of the Act.
5. Issue of equity shares with differential rights as to dividend, voting or otherwise.
6. Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.
7. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
8. No fraud has been reported by the Auditors to the Audit Committee or the Board.
Acknowledgments
It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.
Your Directors a Iso wish to convey their appreciation for collective contribution 8c hard work of employees across all levels. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.
For and on behalf of the Board
PaLLavi SharduL Shroff DeepakNanda
Place: New Delhi Chairperson Managing Director
Date: May 7, 2018 DIN: 00013580 DIN: 00403335
Mar 31, 2017
Dear Members,
The Directors are pleased to present the 27th Annual Report and Audited Financial Statements of the Company for the financial year ended on March 31, 2017.
Financial Results
The financial performance of your Company for the year ended on March 31, 2017 is summarised below:
(Rs, million)
Particulars |
Current Year |
Previous Year |
Growth (%) |
Total Income |
48,393 |
37,441 |
29.3 |
Total Expenses |
44,008 |
34,625 |
27.1 |
EBITDA |
9,919 |
7,635 |
29.9 |
EBITDA Margin |
20.5% |
20.4% |
10 bps |
Depreciation |
4,124 |
3,366 |
22.5 |
EBIT |
5,795 |
4,268 |
35.8 |
Interest |
1,410 |
1,452 |
(3.0) |
Profit before tax |
4,385 |
2,816 |
55.7 |
Tax Expenses |
1,015 |
393 |
158.2 |
Profit after tax |
3,370 |
2,423 |
39.1 |
Other Equity |
22,149 |
19,062 |
16.2 |
EPS (Diluted) (Rs,) |
6.61 |
4.76 |
38.9 |
Cash Earnings per share (Rs,) |
14.71 |
11.37 |
29.4 |
Dividend (%) |
15% |
9% |
66.7 |
The Company adopted Indian Accounting Standards ("Ind AS") from April 1, 2016 and accordingly the aforesaid summary of financial results for previous as well as current year is in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.
Corporate Overview
The Company operates in diversified business segments viz. Home Textiles, Paper and Chemicals. The Company also has a captive power plant to cater the needs of its various business segments.
Results of Operations Financial performance and review
The total revenue of the Company during the year under review have been Rs, 48,393 million as against Rs, 37,441 million in the previous financial year. The Operating Profit (EBITDA) for the year stood at Rs, 9,919 million as compared to Rs, 7,635 million in the previous financial year, an increase of 29.9 %. The Company has earned a net profit of Rs, 3,370 million as against Rs, 2,423 million in the previous financial year, registering an increase of 39.1 percent. During the year under review, the additions to Other Equity amount to Rs, 3,087 million.
The Company''s earnings per share was Rs, 6.61 and cash earnings per share was Rs, 14.71 during the current year.
A detailed discussion on financial and operational performance of the Company is given under "Management Discussion and Analysis Report" forming part of this Annual Report.
Changes in Share Capital
The changes in Share Capital of the Company are summarized as under:
(Amount in Rs,)
?ate |
Particulars |
No. of shares |
Nominal Value |
Premium per share |
Total Securities Premium |
Equity share capital |
Preference share capital |
Cumulative Issued & Paid up Share Capital |
April 1, 2016 |
Opening Balance |
5,093,710,260 |
600,000,000 |
5,693,710,260 |
||||
May 12, 2016 |
Under ESOP scheme |
64,165 |
10 |
7.55 |
484,446 |
641,650 |
- |
5,694,351,910 |
May 12, 2016 |
Under ESOP scheme |
80,263 |
10 |
1.20 |
96,316 |
802,630 |
- |
5,695,154,540 |
August 7, 2016 |
Under ESOP scheme |
32,968 |
10 |
7.55 |
248,908 |
329,680 |
- |
5,695,484,220 |
August 7, 2016 |
Under ESOP scheme |
30,838 |
10 |
1.20 |
37,006 |
308,380 |
- |
5,695,792,600 |
August 9, 2016 |
Redemption of Preference shares |
(60,000,000) |
10 |
- |
- |
- |
(600,000,000) |
5,095,792,600 |
May 9, 2017 |
Under ESOP Scheme |
16,307 |
10 |
1.20 |
19,568 |
163,070 |
- |
5,095,955,670 |
Issued & Paid Up Share Capital as on date |
- |
5,095,955,670 |
Consequent to these allotments and redemption, the Paid Up Share Capital of the Company as on date stands revised to Rs, 5,095.96 million comprising of 509,595,567 Equity Shares of Rs, 10/- each.
Dividend
Your Company has a dividend distribution policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company. The dividend distribution policy is annexed as Annexure VII and is also available on the official website of the Company at the following link: http:/Avww.tridentindia.com/report/D ividend_Distribution_Policy.pdf Consistent with this policy, during the year under review, the Board declared two Interim Dividends - 1st Interim Dividend of Rs, 0.60 (6%) per equity share of Rs, 10/- each and 2nd Interim Dividend of Rs, 0.60 (6%) aggregating to Rs, 1.20 (12%) per equity share of Rs, 10/- each in its meeting held on August 7, 2016 & January 18, 2017, respectively. Your Directors are pleased to recommend a Final Dividend of Rs, 0.30 (3%) per equity share of Rs, 10/- each for Financial Year 2016-17, for the approval of the equity shareholders at the ensuing Annual General Meeting. If approved, the total dividend payout (interim and final dividend) for the financial year 2016-17 will be Rs, 1.50 (15%) per equity share of Rs, 10/-each as against the total dividend of Rs, 0.90 (9%) per equity share of Rs, 10/- paid for the previous financial year 2015-16. Also, the dividend on 6% Unlisted Nonconvertible, Cumulative, Redeemable Preference Shares of Rs, 10/- each aggregating to Rs, 30,770,492/- has been paid during the financial year 2016-17 on pro-rata basis, from the date of issue till the date of redemption during the year under review.
Contribution to the National Exchequer
The Company contributed a sum of Rs, 493.8 million (previous year Rs, 455.5 million) to the exchequer by way of central excise duty in addition to other direct and indirect taxes during the year under review.
Exports
The exports of the Company accounted 55 percent of net sales. During the year under review, export sales marginally increased to Rs, 26,637 million as against Rs, 21,500 million in the previous year.
Credit Rating
The Company follows a disciplined financial approach and has been continuously working on improving its financial risk profile. Your Directors are pleased to share that CRISIL has upgraded Long Term rating of the Company to CRISIL A / Stable from CRISIL A-/ Stable & Short Term rating to CRISIL A1 from CRISIL A2 . Also, CARE has upgraded Long Term rating of the Company to CARE A / Stable from CARE A- & Short Term rating to CARE A1 from CARE A2 . Further, India Ratings and Research Private Limited (A Fitch Group Company) has assigned the rating of IND A1 for Commercial Paper Programme of the Company.
These ratings symbolize low credit risk with adequate degree of safety regarding timely servicing of financial obligations.
Expansions/Modernizations
During the year under review, the Company has launched an exclusive range of home textiles under the world renowned French lifestyle brand ELLE DECOR. The Company has also launched an Onshore Design Studio in UK and US with large showcase of Bed & Bath Collection.
Further, during the year under review, the Company has undertaken modernization and/or up gradation of its existing facilities in order to mantain high standards of its products.
Consolidated Financial Statements
The Audited Consolidated Financial Statements prepared by the Company, in accordance with the Indian Accounting Standards [Ind AS], are provided in the Annual Report of the Company.
Subsidiary and Associate Companies
As on the last day of financial year under review, the Company had two subsidiaries - Trident Global Corp Limited, the Indian wholly owned subsidiary and Trident Europe Limited, the overseas wholly owned subsidiary.
Trident Global Corp Limited serves as the Retail Arm of the Company. It is the face of the Company in the domestic markets. Further, Trident Europe Limited provides the proximity to the European Markets & enhances the Brand Presence of the Company.
The audited accounts of the Subsidiary Companies are available on the official website of the Company at http://www. tridentindia.com/report/Audited_Financial_Statements_FY-
2016-17_TGCL_Subsidiary.pdf and http://www.tridentindia. com/re port/Audited_Financial_State me nts_FY-2016-17_ TEL_Subsidiary.pdf. The annual accounts of the Company and of the Subsidiary Companies are open for inspection by any investor at the Registered Office of the Company. The Company will also make available copies of these documents to investors upon receipt of request from them. The investors, if they desire, may write to the Company to obtain a copy of the financial statements of the Subsidiary Companies.
The Company has adopted Policy for determining Material Subsidiary and the same is also available on the official website of the Company at the following link: http://www.tridentindia.com/report/Policy_for_ Determining_Material_Subsidiary.pdf.
Further, Trident Infotech Inc. and Trident Global Inc. are two foreign Associate Companies of the Company. Lotus Texpark Limited is an Indian Associate Company of the Company. The statement containing highlights of performance of each Subsidiary & Associate Company, salient features of their financial statements for the financial year ended on March 31, 2017 and their contribution to the overall performance of the Company is attached as Annexure AOC-I'' and Note 51 to the consolidated financial statements of the Company for the reference of the members. The same is not being repeated here for the sake of brevity.
Directors
The Board of Directors appointed Ms Pallavi Shardul Shroff [DIN: 00013580] as the Chairperson of the Board w.e.f. May 9, 2017.
MrSurender KumarTuteja [DIN: 00594076] ceased to be the Director of the Company w.e.f. January 20, 2017. The Board places on record its appreciation for the services rendered by Mr Surender Kumar Tuteja during his respective tenure as Chairman and Director of the Company.
During the year under review, the members of the Company in the previous Annual General Meeting of the
Company have approved the re-appointment of Mr Deepak Nanda [DIN:00403335] as Managing Director (KMP) of the Company for a period upto three years w.e.f. November 12, 2016.
Ms Ramandeep Kaurwas appointed as Company Secretary (KMP) and Compliance Officer of the Company w.e.f. January 18, 2017 and Mr Pawan Babbar ceased to be the Company Secretary (KMP) and Compliance Officer of the company w.e.f. December 31, 2016.
Pursuant to provisions of Companies Act, 2013 (Act'') and the Articles of Association of the Company, Mr Rajinder Gupta [DIN: 00009037] and Mr Deepak Nanda [DIN : 00403335], Directors of the Company, retire at the ensuing Annual General Meeting and offer themselves for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended their re-appointment for the approval of the shareholders of the Company.
Also, the Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [''SEBI (LODR) Regulations, 2015''].
Number of Board Meetings
During the year under review, the Board duly met four (4) times with a maximum gap of 98 days between any two consecutive meetings. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.
Review of performance of the Board
The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 as applicable on the Company, the Independent Directors in their separate meeting held on January 18, 2017 have reviewed the performance of non-independent directors, Chairman and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.
Further the Board, in its meeting held on May 9, 2017 also reviewed the performance of the Board, its committees and all individual Directors of the Company and expressed its satisfaction over the performance of the Board, its Committees and individual Directors.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Energy conservation continues to be an area of major emphasis in your Company. A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure I hereto and forms part of this report.
Disclosure on ESOP
The Company introduced Employees Stock Options Plan, 2007 in the financial year 2007-08, after approval by the shareholders by way of a special resolution dated June 29, 2007. The Company has made two grants under the scheme till date. The first grant was made on July 9, 2007 and second grant was made on July 23, 2009 by the Nomination and Remuneration Committee (earlier known as Compensation Committee) as perthe terms & conditions of Trident Employee Stock Options Plan, 2007. The options were granted at the latest available closing market price prior to the date of meeting.
The Certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the applicable SEBI Guidelines and the resolution passed by the shareholders would be placed at the Annual General Meeting for inspection by members.
The Company has Trident Employee Stock Options Scheme, 2015, through trust route, which was duly approved by the Board and Shareholders of the Company in their meeting held on May 27, 2015 and September 12, 2015, respectively. The Company has not yet implemented the said scheme. The disclosures as required under the SEBI (Share Based Employee Benefits) Regulations, 2014 has been given on the website of the Company under the following link: http://www.tridentindia.com/report/ESOP_Disclosure_ for_FY_2016-17.pdf Responsibility Statement of Directors Directors'' Responsibility Statement pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act is annexed as Annexure II hereto and forms part of this report.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company in compliance with Section 178 of the Companies Act, 2013, containing criteria of performance evaluation of Independent Directors, has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and forms part of this report as Annexure III.
Familiarization Program for Independent Directors
The details of familiarization program for independent directors are available on the official website of the Company at the following link: http://www.tridentindia.com/report/Familiarization_ Program_for_lndependent_Directors.pdf Statutory Committees
The Company has duly constituted Board level Committees as mandated by the applicable laws and as per the business requirements. The details of the same are provided in the Corporate Governance Report of the Company which forms part of this report.
Vigil Mechanism & Whistle Blower policy
The Company has implemented Vigil Mechanism & Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairperson of the Audit Committee or e-mail on the emaiI-Id : whistleblower0tridentindia.com. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.
The detailed procedure is provided in the policyandthesame is available on official website of the Company at following link: http://www.tridentindia.com/report/Vigil_Mechanism_ and_Whistle_Blower_Policy.pdf
During the year under review, there were no instances of fraud reported to the Audit Committee/ Board. Further, all recommendations of the Audit Committee were accepted by the Board.
Corporate Social Responsibility (CSR) Committee & Business Responsibility Report
CSR Committee comprises of Mr Rajiv Dewan (Chairman of the Committee), Mr Rajinder Gupta and Mr Deepak Nanda, members of the Committee. The disclosure of the contents of CSR Policy as prescribed and amount spent on CSR activities during the year under review are disclosed in Annual Report on CSR activities'' annexed hereto as Annexure IV and forms part of this report.
The Business Responsibility Report describing the initiatives taken by them from an environmental, social and governance perspective, in the specified format is included in the Annual Report of the Company.
Risk Management Policy
The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The detailed Risk management framework has been provided in the Management Discussion and Analysis Report of the Company.
Internal Control
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The details of Internal Control System are provided in the Management Discussion and Analysis Report of the Company.
Fixed Deposits
During the year under review, your Company has neither accepted any fixed deposits nor any amount was outstanding as principal or interest as on balance sheet date and disclosures prescribed in this regard under Companies (Accounts) Rules, 2014 are not applicable.
No Default
The Company has not defaulted in payment of interest and/ or repayment of loans to any of the financial institutions and/or banks during the year under review.
Corporate Governance
Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.
Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.
Detailed compliances with the provisions of the SEBI (LODR) Regulations, 2015 and Companies Act, 2013 for the year 2016-17 are given in Corporate Governance Report, which is attached and forms part of this report. The Auditors'' certificate on compliance with corporate governance norms is also attached thereto.
Human Resources Development and Industrial Relations The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report. The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review. Further, no case was filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the year under review.
Auditors & Auditorsâ Report
M/s Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company have submitted Auditors'' Report on the financial statements of the Company for the financial year ended on March 31, 2017. The Auditors'' Report for the year is self-explanatory & does not contain any modified opinion, hence need no comments.
Further, M/s Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, will mandatorily retire at the conclusion of the ensuing 27th Annual General Meeting pursuant to Section 139 of the Act and Rules framed there under.
The Board of Directors based on the recommendations of the Audit Committee has recommended the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, ICAI Firm Registration No: 301003E/E300005 as Statutory Auditors of the Company in place of M/s Deloitte Haskins & Sells, Chartered Accountants for a term of five consecutive years, from the conclusion of ensuing 27th Annual General Meeting until the conclusion of the 32nd Annual General Meeting of the Company for the approval of shareholders of the Company in the ensuing 27th Annual General Meeting of the Company.
M/s S.R. Batliboi & Co. LLP has confirmed its willingness and eligibility, to act as auditors to conduct audit of the Company''s financial statement from the financial year 2017-18.
Cost Audit
The Board of Directors of your Company, on the recommendations of the Audit Committee, have reappointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as cost auditors for the financial year 2017-18 to carry out an audit of cost records of the Company in respect of textiles, paper and chemical divisions. The Cost Audit Report for the financial year ended March 31, 2017 is under finalization and shall be filed with the Central Government within the prescribed time limit.
Secretarial Audit
M/s Vinod Kothari & Co., Company Secretaries, Kolkata have conducted the Secretarial Audit of the Company for the financialyear2016-17 in accordance with the provisions of Section 204 of the Companies Act, 2013 read with the relevant rules in this regard.
The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed as Annexure V and forms part of this report. The Secretarial Audit Report for the year is self-explanatory & does not contain any qualification/ adverse remarks, hence need no comments.
The Board of Directors of your Company, on the recommendations of the Audit Committee, have reappointed M/s Vinod Kothari & Co., Company Secretaries, Kolkata as Secretarial Auditors for the financial year 2017- 18 to carry out secretarial audit of the Company.
Extract of Annual Return
The extract of annual return in Form No. MGT-9, is annexed as Annexure VI and forms part of this report.
Particulars of loans, guarantees or investments
The Particulars of loans, investments or guarantees have been disclosed in the financial statements.
Disclosures regarding Managerial remuneration and particulars of employees
Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding this 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 Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company''s website at http://www. tridentindia.com/report/Annual_Report_FY_2016-17.pdf
Contracts or arrangements with related parties
All contracts / arrangements / transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm''s length basis. During the period under review, the
Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions and accordingly, the disclosures in Form No. A0C-2 is not applicable. The related party disclosures are provided in the notes to financial statements.
The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the official website of the Company at the following link: http://www.tridentindia.com/report/Policy_on_Materiality_ of_and_Dealing_with_Related_Party_Transactions.pdf General
Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:
1. Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the ESOP scheme relates, as there is no provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees.
2. Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.
3. Change in the nature of business of the Company.
4. Details relating to deposits covered under Chapter V of the Act.
5. Issue of equity shares with differential rights as to dividend, voting or otherwise.
6. Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.
7. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
8. No fraud has been reported by the Auditors to the Audit Committee or the Board.
Acknowledgments
It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large.
Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all levels. The Board, also, takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.
For and on behalf of the Board
Place : New Delhi PALLAVI SHARDUL SHROFF DEEPAK NANDA
Date : May 9, 2017 Chairperson Managing Director
DIN: 00013580 DIN : 00403335
Mar 31, 2015
Dear Members,
The Directors are pleased to present the 25th Annual Report and
Audited Financial Statements of the Company for the financial year
ended on March 31, 2015.
Financial Results
The financial performance of your Company for the year ended on March
31, 2015 is summarised below:
Particulars Current Year Previous Year
a) Total Revenue 37,880.2 38,851.4
b) Total Expenses 34,142.4 34,096.6
c) EBITDA 6,950.9 7,438.8
d) EBITDA Margin (%) 18.3% 19.1%
e) Depreciation 3,213.2 2,684.1
f) EBIT 3,737.8 4,754.7
g) Interest 2,059.6 2,103.2
h) Profit before tax 1,678.1 2,651.5
i) Tax Expenses 499.9 681.2
j) Profit after tax 1,178.2 1,970.3
k) Earnings per share (C) 2.47 6.15
l) Cash Earnings per share (Rs.) 9.19 14.52
m) Dividend 6.0% 3.0%
Corporate Overview
The Company operates in diversified business segments viz. Textiles,
Paper and Chemicals. The Company also has captive power plant to cater
to needs of its various business segments.
Amalgamation of Trident Corporation Limited with the Company
The Hon''ble High Court for the states of Punjab and Haryana at
Chandigarh had approved the Scheme of Amalgamation of Trident
Corporation Limited with the Company vide its Order dated March 14,
2014. Accordingly, the Scheme has became effective on April 18, 2014
and Trident Corporation Limited has been amalgamated with the Company
w.e.f. April 1, 2014, the Appointed Date and the undertakings of
Trident Corporation Limited stands transferred and vested to the
Company w.e.f April 1, 2014.
Results of Operations
Financial performance and review
The net sales of the Company during the year under review have been C
37,535.5 million as against C 38,688.6 million in the previous
financial year. The Operating Profit (EBIDTA) for the year has been Rs.
6,950.9 million as compared to Rs. 7,438.8 million in the previous
financial year and the net profit was C 1,178.2 million as against C
1,970.3 million in the previous financial year.
The Company''s earnings per share was C 2.47 and cash earnings per share
was C 9.19 during the current year. An amount of C 305.4 million and C
2,542.8 million was transferred to Capital Reserve and Securities
Premium account, respectively, during the year under review.
A detailed discussion on financial and operational performance of the
Company is given under "Management Discussion & Analysis Report" forming
part of this Annual Report.
Changes in Share Capital
The Board of Directors in their meeting held on May 15, 2014 had
allotted 136,352,000 equity shares of Rs.10/- each of the Company at a
premium of C 18.61 per share, fully paid-up, in the proportion of 16
equity shares of Rs.10/- each of the Company for every 25 equity shares
of Rs.10/- each of the erstwhile Trident Corporation Limited, to the
shareholders of Trident Corporation Limited named in the Register of
Members as on the record date fixed for the purpose i.e. April 30,
2014.
Further, the Board has allotted 60,000,000 equity shares to holders of
convertible warrants pursuant to exercise of conversion option attached
to convertible warrants issued on preferential basis on September 30,
2013 pursuant to the approval of shareholders vide their resolution
dated September 21, 2013. The Company also allotted 1,202,757 equity
shares of Rs.10/- each to employees of the Company pursuant to exercise
of options in terms of Trident Employee Stock Options Plan, 2007,
resulting increase in the total paid up capital of the Company from C
3,110.9 million to C 5,086.4 million.
Further, the Company has also allotted 206,219 equity shares of Rs.10/-
each to employees of the Company pursuant to exercise of options in
terms of Trident Employee Stock Options Plan, 2007 on May 27, 2015.
Consequent to this allotment, the Paid Up Equity Share Capital of the
Company stands increased to C 5,088.4 million.
Dividend
Your directors are pleased to announce that during the year under
review, the Company has adopted a Dividend Policy to reward its
shareholders whilst also ensuring availability of sufficient funds for
growth and expansion projects of the Company.
During the year under review, the Board has declared two Interim
Dividends each of C 0.30 (3%) per equity share of Rs.10/- each
aggregating to C 0.60 (6%) per equity share of Rs.10/- each amounting
to C 340.6 million (Inclusive of tax of C 53.4 million) in its meeting
held on August 6, 2014 & February 12, 2015 respectively. The Board has
not recommended payment of any final dividend for the financial year
2014-15. The dividend payout for the year under review has been in
accordance with the Dividend Policy (Annexure-VIII).
Contribution to the National Exchequer
The Company contributed a sum of Rs.464.5 million (previous year C
406.6 million) to the exchequer by way of central excise duty in
addition to other direct and indirect taxes during the year under
review.
Exports
The exports of the Company accounted for about 50 percent of net sales.
During the year under review, export sales were marginally increased to
C 18,668.9 million as against C 18,536.4 million in the previous year.
Expansions/Modernisations
The Company is undertaking the implementation of a composite textile
project in the Home Textiles Segment consisting of Bed Linen Unit with
a capacity of 500 Looms and an integrated spinning unit of 189,696
spindles to manufacture high end count from 40 to 100 Ne. The above
projects are being implemented at an estimated total project cost of C
16,669.0 million and are expected to be completed by second half of
FY16. Being an integrated project, the production from the spinning
segment would seamlessly flow into the bed linen segment, adding value
in the textile chain and making Company a one-stop-shop for home
textiles products.
Further, during the year under review the Company has commissioned an
open-end yarn spinning project by installation of 1920 rotors, having
manufacturing capacity of approximately 10,000 TPA of cotton open end
yarn for meeting its yarn requirement for the terry towel unit in
Budni. The said projects are being part financed from term loans and
internal cash accruals.
Consolidated Financial Statements
The Audited Consolidated Financial Statements prepared by the Company,
in accordance with the applicable accounting standards, are provided in
the Annual Report of the Company. During the year under review, there
was no change in the status of any of the Subsidiary and Associate
Companies.
Subsidiary and Associate Companies
As on the last day of financial year under review, the Company had one
Indian wholly owned subsidiary "Trident Global Corp Limited". The
audited accounts of the Subsidiary Company are available on the
official website of the Company at
www.tridentindia.com/content/statutory-disclosures.aspx. The annual
accounts of the Company and of the Subsidiary Company are open for
inspection by any investor at the Registered Office as well as
corporate office of the Company and of the Subsidiary Company. The
Company will also make available copies of these documents to investors
upon receipt of request from them. The investors, if they desire, may
write to the Company to obtain a copy of the financial statements of
the Subsidiary Company.
The Company has adopted Policy for determining Material Subsidiary and
the same is also available on the official website of the Company at
the following link: www.tridentindia.com/ content/policies.aspx
Further, Trident Infotech Inc. and Trident Global Inc. are two foreign
Associate Companies of the Company. A statement containing salient
features of the financial statements of Subsidiary and Associate
Companies for the financial year ended on March 31, 2015 is attached as
Annexure ''AOC-I'' to the consolidated financial statements of the
Company for the reference of the members. The said statement also
indicates the performance and financial position of each of the
Subsidiary and Associate Companies and the same is not being repeated
here for the sake of brevity.
Directors
Pursuant to provisions of Companies Act, 2013 (''Act'') and the Articles
of Association of the Company Mr. Rajinder Gupta and Mr. Deepak Nanda,
Directors of the Company, retire at the ensuing Annual General Meeting
and offer themselves for re-appointment. The Nomination and
Remuneration Committee and Board of Directors have recommended their
re-appointments for the approval of the shareholders of the Company.
During the year under review, Mr. S K Tuteja was appointed as an
Additional Director & Chairman of the Board and his appointment was
approved by the shareholders in the Annual General Meeting held on
September 24, 2014. Further Dr. M A Zahir ceased to be a director of
the Company and Mr. Rajinder Gupta was re-designated as Co-Chairman of
the Company w.e.f. May 15, 2014.
The appointment of Mr. S K Tuteja, Ms. Pallavi Shroff and Mr. Rajiv
Dewan as Independent Directors of the Company for a period of five
years was approved by the members in the Annual General Meeting held on
September 24, 2014.
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet the criteria of independence
as prescribed under the Act and Listing Agreement(s).
Number of Board Meetings
During the year under review, the Board duly met six (6) times with a
maximum gap of 89 days between any two consecutive meetings. The
details of the Board meeting are set out in the Corporate Governance
Report which forms part of this Report.
Review of performance of the Board
The Board has approved Nomination and Remuneration Policy prescribing
inter-alia the criteria for appointment, remuneration and performance
evaluation of the directors. As mandated by Section 134 and Section 178
read with Schedule IV of the Act, and Clause 49 of the Listing
Agreement(s) entered into by the Company with the Stock Exchanges, the
Independent Directors in their separate meeting held on February 12,
2015 have reviewed the performance of non-independent directors,
Chairman and Board as a whole alongwith review of quality, quantity and
timeliness of flow of information between Board and management and
expressed their satisfaction over the same.
Further the Board, in its meeting held on May 27, 2015 also reviewed
the performance of the Board, its committees and all Individual
Directors of the Company and expressed its satisfaction over the
performance of the Board, its Committees and individual Directors.
Key Managerial Personnel
The appointment of Mr. Deepak Nanda, Managing Director as Key Managerial
Personnel in terms of Companies Act, 2013 was reconfirmed by the Board
in its meeting held on May 15, 2014. Further during the year under
review, Mr. Pawan Jain, Company Secretary and Mr. Arun Goyal, Chief
Financial Officer relinquished their offices and were succeeded to by
Ms. Shakti Jindal and Mr. Gunjan Shroff respectively. Ms. Shakti Jindal
who joined as Company Secretary of the Company, ceased to hold office of
Company Secretary and was succeeded to by Mr. Pawan Babbar as Company
Secretary of the Company.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Energy conservation continues to be an area of major emphasis in your
Company. A statement giving details of conservation of energy,
technology absorption, foreign exchange earnings and outgo, in
accordance with Section 134(3)(m) of the Act, read with the Rule 8(3)
of the Companies (Accounts) Rules, 2014, is annexed as Annexure I
hereto and forms part of this report.
Disclosure on ESOP
The relevant disclosures on Company''s stock options scheme as per
applicable guidelines are provided in Annexure II hereto and form part
of this report.
The Certificate from the Auditors of the Company that the Scheme has
been implemented in accordance with the applicable SEBI Guidelines and
the resolution passed by the shareholders would be placed at the Annual
General Meeting for inspection by members.
The Board in its meeting held on May 27, 2015 has also approved and
recommend the Trident Employee Stock Options Scheme, 2015, through
trust route, for the approval of Shareholders of the Company.
Responsibility Statement of Directors
Directors'' Responsibility Statement pursuant to the provisions of
Section 134(3)(c) read with Section 134(5) of the Act is annexed as
Annexure III hereto and forms part of this report.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company containing
criteria of performance evaluation of Independent Directors has been
designed to keep pace with the dynamic business environment and market
linked positioning. The Policy has been duly approved and adopted by
the Board pursuant to recommendations of Nomination and Remuneration
Committee of the Company and forms part of this report as Annexure IV.
Familiarisation Program for Independent Directors
The details of familiarisation program for independent directors are
available on the official website of the Company at the following link:
www.tridentindia.com/content/policies.aspx
Statutory Committees
The Company has duly constituted Board level Committees as mandated by
the applicable laws, details of the same are provided in the Corporate
Governance Report of the Company which forms part of this report.
Audit Committee
The Audit Committee of the Board is duly constituted in terms of the
requirement of Companies Act, 2013 and listing agreement(s) applicable
on the Company. It comprises of Mr. S K Tuteja (Chairman of the
Committee), Mr. Rajiv Dewan and Mr. Deepak Nanda, members of the
Committee.
Vigil Mechanism & Whistle Blower policy
The Company has implemented Vigil Mechanism & Whistle Blower policy and
the oversight of the same is with Audit committee of the Company. The
policy inter-alia provides that any Directors, Employees, Stakeholders
who observe any unethical behaviour, actual or suspected fraud or
violation of the company''s code of conduct or ethics policies, improper
practices or alleged wrongful conduct in the Company may report the
same to Chairman of the Audit Committee or e-mail on the email-id:
[email protected]. Identity of the Whistle Blower shall be
kept confidential to the greatest extent possible.
The detailed procedure is provided in the policy and the same is
available on official website of the company at following link:
www.tridentindia.com/content/policies.aspx
During the year under review, there were no instances of fraud reported
to the Audit Committee/ Board. Further, all recommendations of the Audit
Committee were accepted by the Board.
Corporate Social Responsibility (CSR) Committee
CSR Committee comprises of Mr. Rajiv Dewan, (Chairman of the
Committee), Mr. S K Tuteja and Mr. Deepak Nanda, members of the
Committee. The disclosure of the contents of CSR Policy as prescribed
and amount spent on CSR activities during the year under review are
disclosed in ''Annual Report on CSR activities'' annexed hereto as
Annexure V and forms part of this report.
Risk Management Policy
The Company has adopted a Risk Management Policy with the objective of
ensuring sustainable business growth with stability and to promote a
pro-active approach in reporting, evaluating and resolving risks
associated with the business. In order to achieve the key objective,
the policy establishes a structured and disciplined approach to Risk
Management, in order to guide decisions on risk related issues. The
detailed Risk management framework has been provided in the Management
Discussion & Analysis Report of the Company.
Internal Control
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weaknesses in the design or operation
were observed. The details of Internal Control System are provided in
the Management Discussion & Analysis Report of the Company.
Fixed Deposits
During the year under review, your Company has not accepted any fixed
deposits nor any amount was outstanding as principal or interest as on
balance sheet date and disclosures prescribed in this regard under
Companies (Accounts) Rules, 2014 are not applicable.
No Default
The Company has not defaulted in payment of interest and/or repayment
of loans to any of the financial institutions and/or banks during the
year under review.
Corporate Governance
Your Company is committed to adhere to the best practices & highest
standards of Corporate Governance. It is always ensured that the
practices being followed by the Company are in alignment with its
philosophy towards corporate governance. The well-defined vision and
values of the Company drive it towards meeting business objectives
while ensuring ethical conduct with all stakeholders and in all systems
and processes.
Your Company proactively works towards strengthening relationship with
constituents of system through corporate fairness, transparency and
accountability. In your Company, prime importance is given to reliable
financial information, integrity, transparency, fairness, empowerment
and compliance with law in letter & spirit. Your Company proactively
revisits its governance principles and practices as to meet the
business and regulatory needs.
Detailed compliances with the provisions of Clause 49 of the listing
agreement(s) for the year 2014-15 are given in Corporate Governance
Report, which is attached and forms part of this report. The Auditors''
certificate on compliance with corporate governance norms is also
attached thereto.
Human Resource Development and Industrial Relations
The human resources development function of the Company is guided by a
strong set of values and policies. Your Company strives to provide the
best work environment with ample opportunities to grow and explore.
Your Company maintains a work environment that is free from physical,
verbal and sexual harassment. The details of initiatives taken by the
Company for development of human resources are given in Management
Discussion & Analysis Report.
The Company maintained healthy, cordial and harmonious industrial
relations at all levels during the year under review. Further, no case
was filed under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 during the year under review.
Auditors & Auditors'' Report
M/s Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors
of the Company, hold office until the conclusion of ensuing Annual
General Meeting and are eligible for re-appointment. The Company has
received a certificate from M/s Deloitte Haskins & Sells, Chartered
Accountants, under Section 139 of the Act confirming their eligibility
and willingness to accept the office of the Statutory Auditors for the
year 2015-16, if re-appointed.
The Statutory Auditors of the Company have submitted Auditors'' Report
on the financial statements of the Company for the financial year ended
on March 31, 2015. The Auditors'' Report for the year is self
explanatory & does not contain any qualification/adverse remarks, hence
need no comments.
Cost Audit
The Board of Directors of your Company, on the recommendations of the
Audit Committee, have re-appointed M/s Ramanath Iyer & Co., Cost
Accountants, New Delhi as cost auditors for the financial year 2015-16
to carry out an audit of cost records of the Company in respect of
textiles, paper and chemical divisions. The Cost Auditors'' Report for
the previous financial year ended on March 31, 2014, does not contain
any qualification/adverse remarks and requires no comments, has been
filed with Central Government within the prescribed time limit. The
Company has voluntarily appointed M/s Ramanath Iyer & Co., Cost
Accountants, New Delhi as cost auditors for the financial year 2014-15
to carry out an audit of cost records of the Company as the same was not
applicable on the Company in terms of the Companies (Cost Records and
Audit) Rules, 2014, as applicable.
Secretarial Audit
M/s Vinod Kothari & Co., Company Secretaries, Kolkata have conducted
the Secretarial Audit of the Company for the financial year 2014-15 in
accordance with the provisions of Section 204 of the Act and relevant
rules read therewith. The Secretarial Auditor''s Report is annexed as
Annexure VI and forms part of this report. The Secretarial Auditor''s
Report for the year is self explanatory & does not contain any
qualification/adverse remarks, hence need no comments.
Extract of Annual Return
The extract of annual return in Form No. MGT-9, is annexed as Annexure
VII and forms part of this report.
Particulars of loans, guarantees or investments
During the year under review, your Company has not provided loans
within the meaning of Section 186 of the Act. The Particulars of
investments and guarantees are provided in the notes to financial
statements.
Disclosures regarding Managerial remuneration and particulars of
employees
Having regard to the provisions of the first proviso to Section 136(1)
of the Act, the Annual Report excluding this 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 Secretary and the same will be furnished on request. The
full Annual Report including the aforesaid information is being sent
electronically to all those members who have registered their email
addresses and is available on the Company''s website at
www.tridentindia.com/content/annual-reports.aspx.
Contracts or arrangements with related parties
All contracts/arrangements/transactions entered by the Company during
the year under review with related parties were in the ordinary course
of business and on an arm''s length basis. During the period under
review, the Company had not entered into any
contract/arrangement/transaction with related parties which could be
considered material in accordance with the Policy on Materiality of and
Dealing with Related Party Transactions. The related party disclosures
are provided in notes to financial statements. Hence discloures in Form
No. AOC-2 is not applicable.
The Policy on Materiality of and Dealing with Related Party
Transactions as approved by the Board is available on the official
website of the Company at the following link:
www.tridentindia.com/content/policies.aspx
General
Your Directors state that no disclosure or reporting is required with
respect to the following items as there were no transactions on these
items during the year under review:
1. Disclosure in respect of voting rights not exercised directly by the
employees in respect of shares to which the ESOP scheme relates, as
there is no provision of money by company for purchase of its own
shares by employees or by trustees for the benefit of employees.
2. Material changes and commitments after the closure of the financial
year till the date of this Report, which affects the financial position
of the Company.
3. Change in the nature of business of the Company.
4. Details relating to deposits covered under Chapter V of the Act.
5. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
6. Any remuneration or commission received by Managing Director of the
Company, from any of its Subsidiary.
7. Significant or material orders passed by the Regulators or Courts
or Tribunals which impacts the going concern status and Company''s
operations in future.
Acknowledgments
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. Your
Directors acknowledge with sincere gratitude the co- operation and
assistance extended by the Central Government, Government of Punjab,
Government of Madhya Pradesh, Financial Institution(s), Bank(s),
Customers, Dealers, Vendors and society at large.
Your Directors also wish to convey their appreciation for collective
contribution & hard work of employees across all levels. The Board,
also, takes this opportunity to express its deep gratitude for the
continued co-operation and support received from its valued
shareholders and their confidence in management and look forward to
their continued support in future too.
For and on behalf of the Board
S K TUTEJA DEEPAK NANDA
Place : Chandigarh Chairman Managing Director
Date : May 27, 2015 DIN: 00594076 DIN: 00403335
Mar 31, 2014
Dear Shareholders,
The Directors are pleased to present the 24th Annual Report and
Audited Accounts of the Company for the financial year ended March 31,
2014.
Financial Results
The financial performance of your Company for the year ended March 31,
2014 is summarised below:
(Rs. million)
Particulars Current Year Previous Year
a) Net sales 38,688.6 33,352.6
b) PBIDTA 7,438.9 5,778.1
c) Less : Finance Cost 2,103.3 2,352.8
d) PBDTA 5,335.6 3,425.3
e) Less : Depreciation & amortisation 2,684.1 2,614.4
f) Profit before tax 2,651.5 810.9
g) Less : Provision for tax 681.2 317.6
h) Net profit after tax 1,970.3 493.3
i) Add: Profit brought forward 2,520.3 2,027.0
j) Balance available for appropriations 4,490.6 2,520.3
Less : Appropriations:
k) Proposed dividend 134.2 -
I) Tax on proposed dividend 22.8 -
m) Balance carried to balance sheet 4,333.6 2,520.3
n) Earnings per share (Rs.) 6.33 1.60
Corporate Overview
The Company operates in diversified business segments viz. yarn, terry
towel, paper and chemicals. The Company also has captive power plant to
cater to needs of its various business segments.
Amalgamation of Trident Corporation Limited with the Company
During the year under review, the Hon''ble High Court for the states of
Punjab and Haryana at Chandigarh approved the Scheme of Amalgamation of
Trident Corporation Limited with the Company vide its Order dated March
14, 2014. Accordingly, the Scheme has been implemented and Trident
Corporation Limited has been amalgamated with the Company w.e.f. April
1,2014, the Appointed Date.
Results of Operations
Financial performance and review
The net sales of the Company for the year under review increased to
Rs.38,688.6 million as compared to Rs.33,352.6 million in the previous
financial year, registering a growth of approximately 1 6 percent. The
Operating Profit (EBIDTA) for the year has been Rs.7,438.9 million as
compared to Rs.5,778.1 million in the previous financial year, an
increase of about 29 percent. The Company has earned a net profit of
Rs.1,970.3 million as against net profit of Rs.493.3 million in the
previous financial year, registering an increase of about 300 percent.
The Company''s earnings per share was Rs.6.33 and cash earnings per
share was Rs.14.52 during the current year.
A detailed discussion on financial and operational performance of the
Company is given under "Management Discussion & Analysis Report"
forming part of this Annual Report.
Changes in Share Capital
Total paid up capital of your Company has increased from Rs.3,108.4
million to Rs.3,110.9 million during the year under review, pursuant to
allotment of 249,600 equity shares of Rs.10/- each under the Employee
Stock Option Scheme of the Company.
Further, the Board of Directors in its meeting held on May 15, 2014 has
allotted 136,352,000 equity shares of Rs.10/- each of the Company at a
premium of Rs.18.61 per share, fully paid- up, in the proportion of 16
equity shares of Rs.10/- each of the Company for every 25 equity shares
of Rs.10/- each of the erstwhile Trident Corporation Limited, to the
shareholders of Trident Corporation Limited named in the Register of
Members as on the record date fixed for the purpose i.e. April 30,
2014. Thereafter, the total paid-up capital of the Company has
increased from Rs.3,110.9 million to Rs.4,474.39 million.
Further, the Board, pursuant to the approval of the shareholders vide
their resolution dated September 21, 2013, has issued 60,000,000
warrants on September 30, 2013, carrying an option to the holder of the
warrants to subscribe to one equity share of Rs.10/- each at par for
every warrant held, within 18 months from the date of allotment of the
said warrants.
Dividend
The Directors of your Company are pleased to recommend a dividend of
Rs.0.30 per equity share.
The register of members and share transfer books shall remain closed
from Saturday, September 13, 2014 to Wednesday, September 24, 2014,
both days inclusive, for the purposes of the Annual General Meeting and
payment of dividend.
Contribution to the National Exchequer
The Company contributed a sum of Rs.406.6 million (previous year
Rs.373.9 million) to the exchequer by way of central excise duty in
addition to other direct and indirect taxes during the year under
review.
Exports
The exports of the Company accounted for about 48 percent of net sales.
During the year under review, export sales increased by about 15
percent from Rs.16,081.7 million in the previous year to Rs.18,536.4
million in the current year.
Expansions/Modernisations
The Company is undertaking the implementation of a composite textile
project in the Home Textiles Segment consisting of Bed Sheeting Unit
with a capacity of 500 Looms and integrated spinning unit of 176,064
spindles to manufacture high end count from 40 to 80 Ne. The above
projects are being implemented at an estimated total project cost of
Rs.1 6,669.0 million and are expected to be completed by September,
2015 Being an integrated project, the production from the spinning
segment would seamlessly flow into the sheeting segment, adding value
in the textile chain and making Company a one- stop-shop for home
textiles.
Further, the world''s largest integrated terry towel unit located at
Budni in Madhya Pradesh, as vested in the Company from the erstwhile
Trident Corporation Limited in terms of the above referred Scheme of
Amalgamation, was commissioned during the year under review. The
project with an installed capacity of 300 looms has been implemented
within the sanctioned capital outlay of Rs.11,910 million.
Other projects being undertaken by the Company at Budni in Madhya
Pradesh include an open-end yarn project by installation of 1,920
rotors at a capital outlay of Rs.600 million, which is scheduled for
completion in July, 2014. The Company is also setting-up Captive Power
Project of 60 MW entailing a capex of Rs.3,930 million. The expected
date of the completion of the said power project is March, 201 5. The
said projects are being part financed from term loans, Promoters''
contribution and internal cash accruals.
Subsidiaries
As on the last day of financial year under review, Company had one
Indian wholly owned subsidiary "Trident Global Corp Limited". The
Annual accounts of the subsidiary company along with the reports of the
Directors'' and Auditors'' thereon and all related detailed information
are open for inspection by any investor at the corporate office of the
Company and of the subsidiary company. The Company will make available
these documents to investors upon receipt of request from them. The
investors, if they desire, may write to the Company to obtain a copy of
the financials of the subsidiary company.
A statement giving information on the financials of subsidiaries for
the year ended March 31, 2014 and the consolidated financial statements
prepared by the Company in accordance with the accounting standards are
given in the Annual Report for the reference of the members.
Directors
Pursuant to provisions of Articles of Association of the Company and of
the Companies Act, 2013, Mr. Rajinder Gupta, Mr. Deepak Nanda, Mr.
Rajiv Dewan and Ms. Pallavi Shroff retire at the ensuing Annual General
Meeting. Further, all the retiring directors offer themselves for
reappointment.
Mr Rajinder Gupta and Mr. Deepak Nanda are proposed to be re-appointed
as directors liable to retire by rotation. Mr. Rajiv Dewan and Ms.
Pallavi Shroff are proposed to be appointed as Independent Directors on
the Board of the Company for a period of 5 (five) years, from the
conclusion of the ensuing annual general meeting till the conclusion of
29th annual general meeting.
Mr Surender Kumar Tuteja was appointed as an Additional Director by the
Board w.e.f. May 1 5, 2014. In terms of Section 161 of Companies Act,
2013, Mr. Surender Kumar Tuteja holds office as an Additional Director
till the ensuing Annual General Meeting and is eligible for appointment
as a director. He is proposed to be appointed as an Independent
Director for a period of 5 (five) years, from the conclusion of the
ensuing annual general meeting till the conclusion of 29th annual
general meeting. Further, the Board of Directors appointed Mr. Surender
Kumar Tuteja as the Chairman of the Board and re-designated Mr.
Rajinder Gupta as Co-Chairman of the Board w.e.f. May 1 5, 2014.
Further, during the year under review, Mr. Deepak Nanda, who was a
whole-time director upto November 11, 2013, was appointed as Managing
Director of the Company for a period of 3 (three) years w.e.f. November
12, 2013.
Mr Sanjay Jain and Mr. Vikas Pratap ceased to be the directors of the
Company w.e.f. September 21, 2013 and Dr. M A Zahir ceased to be a
director of the Company w.e.f. May 15, 2014. The Board places on
record its appreciation for the services rendered by Mr. Sanjay Jain,
Mr. Vikas Pratap and Dr. M A Zahir during their respective tenure as
directors of the Company.
Corporate Advisory Board
Mr Rajinder Gupta has been nominated as the Chairman of the Corporate
Advisory Board and to act as the representative of the shareholders of
the Company to take strategic decisions, to enhance shareholders'' value
and to empower the Chief Operating Officers and Key Managerial
Personnel with substantial powers of management of the affairs of the
Company.
Fixed Deposits
During the year under review, your Company has not accepted any fixed
deposits and no amount of principal or interest was outstanding as of
balance sheet date.
No Default
The Company has not defaulted in payment of interest and/or repayment
of loans to any of the financial institutions and/or banks during the
year under review.
Corporate Governance
Your Company is committed to adhere to the best practices & highest
standards of Corporate Governance. It is always ensured that the
practices being followed by the Company are in alignment with its
philosophy towards corporate governance. The well-defined vision and
values of the Company drive it towards meeting business objectives
while ensuring ethical conduct with all stakeholders and in all systems
and processes.
Your Company proactively works towards strengthening relationship with
constituents of system through corporate fairness, transparency and
accountability. In your Company, prime importance is given to reliable
financial information, integrity, transparency, fairness, empowerment
and compliance with law in letter & spirit. Your Company proactively
revisits its governance principles and practices as to meet the
business and regulatory needs.
Detailed compliances with the provisions of Clause 49 of the Listing
Agreement for the year 2013-14 are given in Corporate Governance
Report, which is attached and forms part of this report. The Auditors''
certificate on compliance with corporate governance norms is also
attached thereto.
Human Resource Development and Industrial Relations
The human resources development function of the Company is guided by a
strong set of values and policies. Your Company strives to provide the
best work environment with ample opportunities to grow and explore.
Your Company maintains a work environment that is free from physical,
verbal and sexual harassment. The details of initiatives taken by the
Company for development of human resources are given in Management
Discussion & Analysis Report.
The Company maintained healthy, cordial and harmonious industrial
relations at all levels during the year under review.
Auditors & Auditors'' Report
M/s Deloitte, Haskins & Sells, Chartered Accountants, Statutory
Auditors of the Company, hold office until the conclusion of ensuing
Annual General Meeting and are eligible for re-appointment. The Company
has received a certificate from M/s Deloitte, Haskins & Sells,
Chartered Accountants, under Section 139 of the Companies Act, 2013
confirming their eligibility and willingness to accept the office of
the Statutory Auditors for the year 2014-15, if re-appointed.
The Statutory Auditors of the Company have submitted Auditors'' Report
on the accounts of the Company for the accounting year ended March 31,
2014. The Auditors'' Report for the year is self explanatory & does not
contain any qualification/adverse remarks, hence need no comments.
Cost Audit
The Board of Directors of your Company have re-appointed M/s Ramanath
Iyer & Co., Cost Accountants, New Delhi as cost auditors for the
financial year 2014-1 5 to carry out an audit of cost records of the
Company in respect of textiles, paper and chemical divisions. The Cost
Auditors'' Report for the previous financial year ended March 31, 2013
has been filed with Central Government within the prescribed time
limit. The Cost Audit Report for the financial year ended March 31,
2014 shall be filed with Central Government within the prescribed time.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Energy conservation continues to be an area of major emphasis in your
Company. A statement giving details of conservation of energy,
technology absorption, foreign exchange earnings and outgo, in
accordance with Section 217(1 )(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, is annexed as Annexure I hereto and forms part
of this report.
Disclosure on ESOP
The Company introduced the Trident Employees Stock Options Plan, 2007
in accordance with the Securities and Exchange Board of India (Employee
Stock Options Scheme & Employee Stock Purchase Scheme) Guidelines,
1999. The relevant disclosure on Company''s stock options scheme as per
these guidelines has been provided in Annexure II hereto and forms part
of this report.
The Certificate from the Auditors of the Company that the Scheme has
been implemented in accordance with the SEBI Guidelines and the
resolution passed by the shareholders would be placed at the Annual
General Meeting for inspection by members.
Particulars of the Employees
Pursuant to the provisions of Section 217(2A) of the Companies Act,
1956, the statement of particulars of the employees etc. forms part of
this report. However, as per the provisions of Section 219(1 )(b)(iv)
of the Companies Act, 1956, the Annual Report excluding the above-said
information is being sent to all the members and other entitled
persons. Any member interested in obtaining such particulars may write
to the Company Secretary at the registered office of the Company.
Responsibility Statement of Directors
A Directors'' Responsibility Statement, setting out the requirements
pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 is annexed as Annexure III hereto and forms part of this report.
Acknowledgements
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. Your
Directors acknowledge with sincere gratitude the cooperation and
assistance extended by the Central Government, Government of Punjab,
Government of Madhya Pradesh, Financial Institution(s), Bank(s),
Customers, Dealers, Vendors and society at large.
Your Directors also wish to convey their appreciation for collective
contribution & hard work of employees across all levels. The Board,
also, takes this opportunity to express its deep gratitude for the
continued co-operation and support received from its valued
shareholders and their confidence in management and look forward to
their continued support in future too.
For and on behalf of the Board
S K Tuteja Deepak Nanda
Place: Ludhiana Chairman Managing Director
Date : May 15, 2014 DIN: 00594076 DIN: 00403335
Mar 31, 2013
Dear Shareholders,
The Directors are pleased to present the 23rd Annual Report and
Audited Accounts of the Company for the financial year ended March 31,
2013
FINANCIAL RESULTS
The financial performance of your Company for the year ended March 31,
2013 is summarised below:
[Rs.million]
Particulars Current Year Previous Year
a) Net sales 33,352.6 27,322.8
b) PBIDT 5,778.1 3,202.4
c) Less : Interest 2,352.8 1,717.8
d) PBDT 3,425.3 1,484.6
e) Less : Depreciation 2,614.4 2,075.3
f) Profit/(Loss) before Tax 810.9 (590.7)
g) Less : Provision for Tax 317.6 (153.3)
h) Net profit /(Loss) after Tax 493.3 (437.4)
Earnings / (Loss) per 1.60 (1.59)
share (Rs.)
CORPORATE OVERVIEW
The Company operates in diversified business segments viz. Yarn, Terry
Towel, Paper and Chemicals. The Company also has captive power plant to
cater to needs of its various business segments
RESULTS OF OPERATIONS Financial performance and review
The net sales of the Company for the year under review increased to
Rs.33,352.6 million as compared to Rs.27,322.8 million in the previous
financial year, registering a growth of approximately 22 percent. The
Operating Profit (EBIDTA) for the year has been Rs.5,778.1 million as
compared to Rs.3,202.4 million in the previous financial year, increased
by about 80 percent. The Company has earned a net profit of 493.3
million as against net loss of 437.4 million in the previous financial
year.
Total paid up capital of your Company has increased from Rs.3,058.4
million to Rs.3,108.4 million during the year under review, due to
allotment of 5,000,000 equity shares pursuant to conversion of warrants
issued on preferential basis
Adetailed discussion on financial and operational performance of the
Company is given under "Management Discussion & Analysis Report"
forming part of this Annual Report
DIVIDEND
Keeping in view the consolidation, modernisation and other future
investment possibilities in order to meet competition your Directors
have decided not to recommend any dividend for the year under review
CONTRIBUTION TO THE NATIONAL EXCHEQUER
The Company contributed a sum of Rs.373.9 million to the exchequer by way
of central excise duty in addition to other direct and indirect taxes
during the year under review
EXPORTS
Export sales accounted for 48 percent of net sales. During the year
under review, export sales increased by 12 percent from
Rs.14,413.8 million in the previous year to Rs.16,081.7 million in the
current year
EXPANSIONS / MODERNISATION
During the year under review the implementation of second phase of yarn
spinning expansion project involving setting up of 134,448 spindles and
2,040 rotors is deferred due to changing global economics and the
strategic need to consolidate for future growth. Directors of the
Company take pleasure in informing you that the implementation of two
spinning expansion project envisaging expansion of spinning capacity at
Budni by installing 101,184 additional spindles and other balancing
equipment to manufacture approximately 7,413 TPA of additional cotton
yarn of higher count and value added varieties & by installing 74,880
additional spindles and other balancing equipment to manufacture
approximately 31,389 TPA of additional cotton yarn are planned. Post
expansion, the installed capacity of the Company would increase from
365,904 spindles to 541,968 spindles
Further the company has also planned to set up a bed sheeting unit in
Budni, Madya Pradesh with a loom capacity of 500 looms. The unit will
manufacture and export certain varieties of sheeting products. The
above projects will entail a capital outlay of Rs.16,668.0 million
SUBSIDIARIES
As on the last day of financial year under review, Company had one
Indian wholly owned subsidiary "Trident Global Corp Limited". The
Annual accounts of the subsidiary company alongwith the reports of the
Directors'' and Auditors'' thereon and all related detailed information
are open for inspection by any investor including investor of
subsidiary company at the registered office of the Company and of the
subsidiary company. The Company will make available these documents to
investors including investors of subsidiary company upon receipt of
request from them. The investors, if they desire may write to the
Company to obtain a copy of the financials of the subsidiary company
A statement giving information on the financials of subsidiaries for
the year ended March 31, 2013 and the consolidated financial statements
prepared by the Company in accordance with Accounting Standard are
given in the Annual Report for the reference of the members
DIRECTORS
In accordance with the provisions of Articles of Association of the
Company, all the directors, for the time being, except the Wholetime
Director, shall retire annually and accordingly Mr. Rajinder Gupta, Ms
Pallavi Shroff, Mr. Rajiv Dewan and Dr. M A Zahir, Directors are
retiring at the ensuing Annual General Meeting. All retiring directors
offer themselves for re-appointment. Your Directors recommend the
aforesaid appointments for your approval
During the year Ms. Kavita Singh ceased to be Director w.e.f. September
24, 2012. Mr. Sanjay Jain was appointed as Director of the Company in
the Annual General Meeting held on September 24, 2012. Mr. Sanjay Jain
is retiring at the ensuing Annual General Meeting and do not seek re-
appointment. Mr. Vikas Pratap was appointed as Additional Director of
the Company w.e.f. October 25, 2012 and holds office upto the date of
ensuing Annual General Meeting. Further Mr. Abhishek Gupta, ceased to
be Director and Managing Director of the Company w.e.f. October 25,
2012 The Board places on record its appreciation of the services
rendered by Ms. Kavita Singh, Mr. Abhishek Gupta, Mr. Sanjay Jain and
Mr. Vikas Pratap during their respective tenures
Mr. Rajinder Gupta was re-designated as a Director in non executive
capacity w.e.f. October 25, 2012 and has been appointed as Non
executive Chairman of the Board w.e.f. May 15, 2013
CORPORATE ADVISORY BOARD
During the year under review a Corporate Advisory Board was constituted
with Mr. Abhishek Gupta as its Chairman to act as a representative of
shareholders of the Company to take strategic decisions, to enhance
shareholders'' value and to empower the Chief Operating Officers/Key
Managerial Personnel with substantial powers of management of the
affairs of the Company. All business verticals & key functions are now
headed by respective Chief Operating Officers and Key Managerial
personnel
FIXED DEPOSITS
During the year under review, your Company has not accepted any fixed
deposits and no amount of principal or interest was outstanding as of
balance sheet date
NO DEFAULT
The Company has not defaulted in payment of interest and/or repayment
of loans to any of the financial institutions and/or banks during the
year under review
CORPORATE GOVERNANCE
Your Company is committed to adhere to the best practices & highest
standards of Corporate Governance. It is always ensured that the
practices being followed by the Company are in alignment with its
philosophy towards corporate governance. The well-defined vision and
values of the Company drive it towards meeting business objectives
while ensuring ethical conduct with all stakeholders and in all systems
and processes
Your Company proactively works towards strengthening relationship with
constituents of system through corporate fairness, transparency and
accountability. In your Company prime importance is given to reliable
financial information, integrity, transparency, fairness, empowerment
and compliance with law in letter & spirit. Your Company proactively
revisits its governance principles and practices as to meet the
business and regulatory needs
Detailed compliances with the provisions of Clause 49 of the Listing
Agreement for the year 2012-13 are given in Corporate Governance
Report, which is attached and forms part of this report. The Auditors''
certificate on compliance with corporate governance norms is also
attached thereto
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS
The human resources development function of the Company is guided by a
strong set of values and policies. Your Company strives to provide the
best work environment with ample opportunities to grow and explore.
Your Company maintains a work environment that is free from physical,
verbal and sexual harassment. The details of initiatives taken by the
Company for development of human resources are given in Management
Discussion & Analysis Report
The Company maintained healthy, cordial and harmonious industrial
relations at all levels during the year under review
RECOGNITIONS & AWARDS
During the year under review, your Company has been conferred with
following awards and recognitions:
- Special Commendation" for the Golden Peacock Environment Management
Award - 2012
- CITI-Birla Award for Human Resource Management in Textile Mills
during 2011-12
- 2nd Position in CONCOR EXIM Star Award in the category of
"Exporter-Northern Region" by Container Corporation of ndia Ltd
- Texprocil - Silver Trophy for Best Terry Towel Exporter in Made-ups
Category and the Bronze Trophy for Best Global Exporter (Overall)
- Company has been recognized as "Principal Partner - Bath" for the
year 2012-13 by Sears Holdings Corporation
AUDITORS & AUDITORS'' REPORT
M/s Deloitte, Haskins & Sells, Chartered Accountants, Statutory
Auditors of the Company, hold office until the conclusion of ensuing
Annual General Meeting and are eligible for re- appointment. The
Company has received a certificate from M/s Deloitte, Haskins & Sells,
Chartered Accountants, under Section 224(1) of the Companies Act, 1956
confirming their eligibility and willingness to accept the office of
the Statutory Auditors for the year 2013-14, if re-appointed. They
have also furnished Certificate of their Independence and copy of
certificate issued by the Peer Review Board of the ICAI.
The Statutory Auditors of the Company have submitted Auditors'' Report
on the accounts of the Company for the accounting year ended March 31,
2013. The Auditors'' Report for the year is self explanatory & do not
contain any qualification/adverse remarks, hence need no comments. The
observation in the Auditor''s Report for the year ended March 31, 2012
regarding non accounting of restatement loss on forward contracts and
mark to market loss on open put derivative options stands resolved
since the loss on forward contracts and derivative options has been
accounted for at the time of settlement during the year under review
COST AUDIT
Pursuant to the provisions of Section 233B of the Companies Act, 1956
and subject to the approval of the Central Government, the Board of
Directors of your Company has re- appointed M/s Ramanath Iyer & Co.,
Cost Accountants, New Delhi as Cost Auditor for the financial year
2013-14 to carry out an audit of cost accounts of the Company in
respect of textile, paper and chemical divisions. The Cost Audit Report
for the previous financial year ended March 31, 2012 has been filed
with Central Government within the prescribed time limit
The Cost Audit Report in respect of cost accounts for the financial
year ended March 31, 2013 is required to be filed with the Central
Government within 180 days from the close of financial year. The Cost
Audit Report for the financial year ended March 31, 2013 is under
finalization and shall be filed with the Central Government within the
prescribed time limit
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy technology
absorption, foreign exchange earnings and outgo, in accordance with
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is given as Annexure I hereto and forms part of this report
DISCLOSURE ON ESOP
The Company''s Employee Stock Options Plan, 2007 has been constituted in
accordance with the Securities and
Exchange Board of India (Employee Stock Options Scheme & Employee Stock
Purchase Scheme) Guidelines, 1999. The relevant disclosure on Company''s
stock options scheme as per these guidelines has been provided in
Annexure II hereto and forms part of this report
The Certificate from the Auditors of the Company that the Scheme has
been implemented in accordance with the SEBI Guidelines and the
resolution passed by the shareholders would be placed at the Annual
General Meeting for inspection by members
PARTICULARS OF THE EMPLOYEES
As per the provisions of Section 217(2A) of the Companies Act, 1956,
the statement of particulars of the employees etc forms part of this
report. However, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Annual Report excluding the abovesaid
information is being sent to all the members and other entitled
persons. Any member interested in obtaining such particulars may write
to the Company Secretary at the registered office of the Company
RESPONSIBILITY STATEMENT OF DIRECTORS
A Directors'' Responsibility Statement, setting out the requirements
pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 is annexed as Annexure III hereto and forms part of this report
ACKNOWLEDGEMENTS
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. Your
Directors acknowledge with sincere gratitude the co-operation and
assistance extended by the Central Government, Government of Punjab,
Government of Madhya Pradesh, Financial Institution(s), Bank(s),
Customers, Dealers, Vendors and society at large
Your Directors also wish to convey their appreciation for collective
contribution & hard work of employees across all level. The Board,
also, takes this opportunity to express its deep gratitude for the
continued co-operation and support received from its valued
shareholders and their confidence in management and look forward to
their continued support in future too
For and on behalf of the Board
Place : Ludhiana Rajinder Gupta Deepak Nanda
Date : May 15, 2013 Chairman Wholetime Director
Mar 31, 2012
The Directors are pleased to present the 22nd Annual Report and
Audited Accounts of Trident Limited for the financial year ended March
31, 2012.
Financial Results
The financial performance of your Company for the year ended March 31,
2012 is summarized below:
[Rs. million]
Particulars Current Year Previous Year
a) Net sales 27,322.8 25,206.5
b) PBIDT 3,202.4 4,140.2
c) Less : Finance costs 1,717.8 1,289.0
d) PBDT 1,484.6 2,851.2
e) Less : Depreciation 2,075.3 1,946.8
f) Profit/(Loss) before Tax (590.7) 904.4
g) Less : Provision for Tax (153.3) 233.6
h) Net profit / (loss) after Tax (437.4) 670.8
i) Earnings / (Loss) per share (Rs.) (1.59) 3.02
Corporate Overview
The Company operates in diversified business segments viz. Yarn, Terry
Towel, Paper and Chemicals. The Company also has captive power plant to
cater to needs of its various business segments.
Amalgamation of Trident InfoTech Limited & Trident Agritech Limited
with the Company
During the year under review, the Hon'ble Punjab and Haryana High Court
at Chandigarh has approved the Scheme of Arrangement for Amalgamation
of Trident InfoTech Limited & Trident Agritech Limited with the Company
vide its order dated September 29, 2011. Accordingly, the Scheme has
become effective on November 21, 2011 and Trident InfoTech Limited &
Trident Agritech Limited have been amalgamated into the Company w.e.f.
April 1, 2011, the appointed date.
Results of Operations Financial Performance and review
The net sales of the Company for the year under review increased to Rs.
27,322.8 million as compared to Rs. 25,206.5 million in the previous
financial year, registering a growth of approximately 8 percent. The
Operating Profit (EBIDTA) for the year has been Rs. 3,202.4 million as
compared to Rs. 4,140.2 million in the previous financial year,
declined by about 23 percent due to unfavorable fluctuations in the
raw material costs. The Company has incurred a net loss of Rs. 437.4
million during the year under review due to volatility in foreign
exchange rates, higher amount of depreciation and interest attributable
to expansion projects of the Company.
Total paid up capital of your Company has increased from Rs. 2,223.0
million to Rs. 3,058.4 million during the year under review, due to
allotment of 32,174 equity shares under ESOP, 53,503,427 equity shares
pursuant to amalgamation of Trident InfoTech Limited & Trident Agritech
Limited with the Company & allotment of 30,000,000 equity shares
pursuant to conversion of warrants issued on preferential basis.
A detailed discussion on financial and operational performance of the
Company is given under "Management Discussion & Analysis Report"
forming part of this Annual Report.
Dividend
Keeping in view the loss incurred during the year, ongoing expansion,
modernization and other future investment possibilities in order to
meet competition, your Directors have decided not to recommend any
dividend for the year under review.
Contribution to the national exchequer
The Company contributed a sum of Rs. 293.9 million to the exchequer by
way of central excise duty in addition to other direct and indirect
taxes during the year under review.
Exports
Export sales accounted for 53 percent of net sales. During the year
under review, export sales increased by 19 percent from Rs. 12,095.0
million in the previous year to Rs. 14,413.8 million in the current
year.
Expansions / Modernization
Directors of the Company take pleasure in informing you that during the
year, Company has completed first phase of yarn expansion project at a
total Capital outlay of Rs. 11,170 millions. The commercial production
under first phase of yarn expansion project has started on 65,280
spindles at Sanghera facility in Punjab w.e.f. February 6, 2012 and on
76,176 spindles at Budni facility in Madhya Pradesh w.e.f. March 24,
2012. The Company has also completed its Open End yarn spinning
expansion project by installing 1,664 rotors at its Sanghera facility
in Punjab and modernization of existing yarn facilities at a capital
outlay of Rs. 733.5 millions. The Commercial production on these
facilities has also started w.e.f. March 24, 2012.
With these expansion, the production capacity of yarn division has
increased to 365,904 spindles and 3,584 rotors.
Under second phase of the yarn expansion project, Company envisage
setting up of 134,448 spindles and 2,040 rotors including other
balancing equipments and the commercial production on these facilities
is expected to commence by third quarter of 2013.
Subsidiaries
The Company did not have any subsidiary company during the year under
review.
Directors
In accordance with the provisions of Articles of Association of the
Company, all the Directors, for the time being, except the Managing
Director & Whole time Director, shall retire annually and accordingly,
Mr. Rajinder Gupta, Ms. Pallavi Shroff, Mr. Rajiv Dewan, Dr. M A Zahir
and Ms. Kavita Singh, Directors are retiring at the ensuing Annual
General Meeting. All retiring Directors except Ms. Kavita Singh, offer
themselves for re-appointment. The Board has recommended appointment of
Mr. Sanjay Jain as a Director of the Company in place of Ms. Kavita
Singh, who does not seek re-appointment. Your Directors recommend the
aforesaid appointments for your approval.
Mr. Anurag Agarwal, ceased to be Director of the Company w.e.f. May
16, 2011. Ms. Kavita Singh was appointed as Additional Director w.e.f.
August 3, 2011 & as Director w.e.f. September 30, 2011.
Mr. Raman Kumar resigned as Director and Whole time Director of the
Company w.e.f. November 12, 2011. Mr. Deepak Nanda was appointed as
Additional Director & Whole time Director of the Company w.e.f. November
12, 2011. Further, Mr. S. K. Tuteja resigned as Director of the Company
w.e.f. February 3, 2012 and also relinquished the office of Chairman
from that date.
The Board places on record its appreciation of the services rendered by
Mr. Anurag Agarwal, Mr. Raman Kumar and Mr. S K Tuteja during their
respective tenures.
Further, the Board has approved the appointment of Mr. Rajinder Gupta
as Chairman of the Company in a non-executive capacity w.e.f. April 23,
2012 and accordingly, Mr. Rajinder Gupta relinquished the office of
Managing Director of the Company from that date. Mr. Abhishek Gupta was
appointed as Additional Director of the Company w.e.f. March 30, 2012
and as Managing Director of the Company w.e.f. April 23, 2012.
Fixed Deposits
During the year under review, your Company has not accepted any fixed
deposits and no amount of principal or interest was outstanding as of
balance sheet date.
No Default
The Company has not defaulted in payment of interest and/or repayment
of loans to any of the financial institutions and/or banks during the
year under review.
Corporate Governance
Your Company is committed to adhere to the best practices & highest
standards of Corporate Governance. It is always ensured that the
practices being followed by the Company are in alignment with its
philosophy towards corporate governance. The well-defined vision and
values of the Company drive it towards meeting business objectives
while ensuring ethical conduct with all stakeholders and in all systems
and processes.
Your Company proactively works towards strengthening relationship with
constituents of system through corporate fairness, transparency and
accountability. In your Company, prime importance is given to reliable
financial information, integrity, transparency, fairness, empowerment
and compliance with law in letter & spirit. Your Company proactively
revisits its governance principles and practices as to meet the
business and regulatory needs.
Detailed compliances with the provisions of Clause 49 of the Listing
Agreement for the year 2011-12 has been given in Corporate Governance
Report, which is attached and forms part of this report. The Auditors'
certificate on compliance with corporate governance norms is also
attached thereto.
Human Resource Development and Industrial Relations
The human resources development function of the Company is guided by a
strong set of values and policies. Your Company strives to provide the
best work environment with ample opportunities to grow and explore.
Your Company maintains a work environment that is free from physical,
verbal and sexual harassment. The details of initiatives taken by the
Company for development of human resources are given in Management
Discussion & Analysis Report.
The Company maintained healthy, cordial and harmonious industrial
relations at all levels.
Recognitions & Awards
During the year under review, your Company has been conferred with
following awards and recognitions:
- JC Penny- Innovation Award 2010 for "Air Rich" range of ultra
premium towels.
- 2nd Position in CONCOR EXIM Star Award in the category of
"Exporter-Northern Region" by Container Corporation of India Ltd.
- Silver trophy for "Top Exporters -Terry Towels" in the category of
'Madeups' and the Bronze trophy for "Highest Global Exports" for the
year 2010-11.
- The Annual Report of the Company has been awarded the Bronze Award
in Conglomerates Category at the 2011 Spotlight Awards hosted by
"League of American Communications Professionals."
Auditors & Auditors' Report
M/s Deloitte, Haskins & Sells, Chartered Accountants, Statutory
Auditors of the Company, hold office until the conclusion of ensuing
Annual General Meeting and are eligible for re- appointment. The
Company has received a certificate from M/s Deloitte, Haskins & Sells,
Chartered Accountants, under Section 224(1) of the Companies Act, 1956
confirming their eligibility and willingness to accept the office of
the Statutory Auditors for the year 2012-13, if re-appointed. They have
also furnished Certificate of their Independence and copy of
certificate issued by the Peer Review Board of the ICAI.
The Statutory Auditors of the Company have submitted Auditors' Report
on the accounts of the Company for the accounting year ended March 31,
2012. In their report, they have made an observation that restatement
loss on forward contracts and mark to market loss on open put
derivative options has not been accounted.
As you are aware that a major part of revenue of your Company comes
from export sales and as such Company has foreign currency fluctuation
exposure. Your Company hedges its foreign currency fluctuation exposure
by way of forward contracts and foreign currency derivative options.
During the previous years, the Company has hedged its foreign currency
fluctuation exposure by taking various derivative options from various
banks having maturity up to January 2013. The Company has not accounted
for restatement loss on forward contracts and mark to market loss on
open put derivative options in view of the significant currency
fluctuations associated with the exchange rates for the year ended
March 31, 2012. In view of the significant fluctuations associated with
these contracts, the loss on forward contracts and derivative options
will be provided on settlement basis.
The Auditors' have also pointed out that declaration under section
274(1 )(g) of the Companies Act, 1956 has not been received from one of
the independent Directors.
The Company has received declaration (in form DD-A) from Ms. Kavita
Singh, IAS, at the time of her appointment on the Board of the Company.
However, annual declaration under section 274(1 )(g) of the Companies
Act, 1956 was not received by the Company from Ms. Kavita Singh. In
accordance with the provisions of Articles of Association of the
Company, Ms. Kavita Singh is retiring at the ensuing Annual General
Meeting and does not seek re-appointment. The Board has recommended
appointment of Mr. Sanjay Jain as a Director of the Company in place of
Ms. Kavita Singh.
The other points of Auditors' Report are self-explanatory and need no
comments.
Cost Audit
Pursuant to the provisions of Section 233B of the Companies Act, 1956
and subject to the approval of the Central Government, the Board of
Directors of your Company has re-appointed M/s Ramanath Iyer & Co.,
Cost Accountants, New Delhi as Cost Auditors for the financial year
2012-13 to carry out audit of cost accounts of the Company in respect
of textile, paper and chemical divisions. The Cost Audit Report for the
previous financial year ended March 31, 2011 has been filed with
Central Government within the prescribed time limit.
The Cost Audit Report in respect of cost accounts for the financial
year ended March 31, 2012 is required to be filed with the Central
Government within 180 days from the close of financial year. The Cost
Audit Report for the financial year ended March 31, 2012 is under
finalization and shall be filed with the Central Government within the
prescribed time limit.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo, in accordance with
Section 217(1 )(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is given as Annexure I hereto and forms part of this report.
Disclosure on ESOP
The Company's Employee Stock Options Plan, 2007 has been constituted in
accordance with the Securities and Exchange Board of India (Employee
Stock Options Scheme & Employee Stock Purchase Scheme) Guidelines,
1999. The relevant disclosure on Company's stock options scheme as per
these guidelines has been provided in Annexure II hereto and forms part
of this report.
The Company has received a certificate from the Auditors of the Company
that the Scheme has been implemented in accordance with the SEBI
Guidelines and the resolution passed by the shareholders. The
Certificate would be placed at the Annual General Meeting for
inspection by members.
Particulars of the Employees
As per the provisions of Section 217(2A) of the Companies Act, 1956,
the statement of particulars of the employees, etc forms part of this
report. However, as per the provisions of Section 219(1 )(b)(iv) of the
Companies Act, 1956, the Annual Report excluding the above said
information is being sent to all the members and other entitled
persons. Any member interested in obtaining such particulars may write
to the Company Secretary at the registered office of the Company.
Responsibility Statement of Directors
A Directors' Responsibility Statement, setting out the requirements
pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 is annexed as Annexure III hereto and forms part of this report.
Acknowledgements
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. Your
Directors acknowledge with sincere gratitude the co-operation and
assistance extended by the Central Government, Government of Punjab,
Government of Madhya Pradesh, Financial Institution(s), Bank(s),
Customers, Dealers, Vendors and society at large.
Your Directors also wish to convey their appreciation for collective
contribution & hard work of employees across all level. The Board,
also, takes this opportunity to express its deep gratitude for the
continued co-operation and support received from its valued
shareholders and their confidence in management and look forward to
their continued support in future too.
For and on behalf of the Board
Place : Ludhiana Rajinder Gupta Abhishek Gupta
Date : May 25, 2012 Chairman Managing Director
Mar 31, 2011
Dear Shareholders,
The Directors are pleased to present the 21st Annual Report and
Audited Accounts of Trident Limited for the financial year ended March
31, 2011.
Financial Results
The financial performance of your Company for the year ended March 31,
2011 is summarised below:
[Rs. million]
Particulars Current Year Previous Year
a) Net sales 25,374.6 18,033.6
b) PBIDT 4,158.3 3,559.9
c) Less : Interest 1,263.4 1,046.1
d) PBDT 2,894.9 2,513.8
e) Less : Depreciation 1,946.8 1,744.4
f) Profit before Tax 948.1 769.4
g) Less: Foreign Exchange
gain/(loss) (43.7) 161.0
h) Profit/(Loss)
before Tax 904.4 930.4
i) Less : Provision for Tax 233.6 365.8
j) Net Profit after Tax 670.8 564.6
k) Add : Profit brought 2,180.9 1,616.3
forward
l) Balance available
for Appropriations 2,851.7 2,180.9
m) Proposed Dividend 331.0 -
n) Tax on Proposed Dividend 53.7 -
o) Transfer to General Reserve 20.0 -
p) Balance carried to
Balance sheet 2,447.0 2,180.9
q) Earnings Per Share (Rs.) 3.02 2.54
Change of Name of the Company
The Company has changed its name from "Abhishek Industries Limited" to
"Trident Limited" pursuant to a fresh Certificate of Incorporation
issued by the Registrar of Companies, Chandigarh w.e.f. April 18, 2011.
The change of name is part of our branding strategy to reconcile the
name of the Company with its brands and trade marks by which the
Company is known to the world.
Corporate Overview
The Company operates in diversified business segments viz. yarn, terry
towel, paper and chemicals and has captive power plant to cater to the
need of its business segments.
Proposed Amalgamation
During the year under review, your Directors have considered and
approved the Scheme of Arrangement for Amalgamation of Trident Infotech
Limited, Trident Agritech Limited with the Company.
The proposed amalgamation is subject to the necessary approval of the
High Court for the states of Punjab & Haryana at Chandigarh.
Results of Operations
Financial Performance and Review
The net sales of the Company for the year under review increased to Rs.
25,374.6 million as compared to Rs. 18,033.6 million in the previous
financial year, registering a growth of approximately 41 percent. The
Operating Profit (EBIDTA) for the year has increased by Rs. 598.4
million in absolute terms, a growth of approximately 17 percent as
compared to last year. During the year under review, Company has
earned a net profit of Rs. 670.8 million, registering an increase of
19 percent as compared to the last financial year.
The Company's earnings per share was Rs. 3.02 and cash earning per
share was Rs. 11.78 during the current year.
A detailed discussion on financial and operational performance of the
Company is given under "Management Discussion & Analysis Report"
forming part of this annual report.
Dividend
The Directors of your Company are pleased to recommend a dividend of
Rs. 1.20 per equity share.
The register of members and share transfer books shall remain closed
from Saturday, September 24, 2011 to Friday, September 30, 2011, both
days inclusive, for the purposes of the Annual General Meeting and
payment of dividend.
Contribution to the national exchequer
The Company contributed a sum of Rs. 206.7 million to the exchequer by
way of central excise duties in addition to other direct and indirect
taxation during the year under review.
Exports
Export sales accounted for 48 percent of net sales. During the year
under review, export sales increased by 44 percent from Rs. 8,394.8
million in the previous year to Rs. 12,095.0 million in the current
year.
Expansions / Modernisation
Directors of the Company take pleasure in informing you that during the
year, Company has completed expanding its manufacturing capacities of
terry towel towards which the Company has installed 14 new looms. With
this expansion, the total production capacity of the Company's terry
towel division has increased to 388 looms. The commercial production on
the new facilities commenced from January 15, 2011.
The Company has undertaken further expansion for its yarn spinning
facilities which envisage setting up of 275,904 spindles & 2,040 rotors
including other balancing equipment at a total capital outlay of Rs.
1,117 crores. The commercial production on these facilities is expected
to commence in a phased manner to be completed by the third quarter of
2013.
Further, the Company proposes to set up an Open End Yarn Spinning
Expansion Project by installing 1,344 rotors (4 open end machine of 336
rotors each) with an estimated investment of Rs. 73.35 crores. Out of
this proposed investment, Rs. 17 crores is proposed to be incurred on
modernisation of existing yarn facilities.
Subsidiaries
During the year, Abhishek Global Ventures Limited, a wholly- owned
subsidiary of the Company has ceased to be a subsidiary of the Company
pursuant to the Scheme of Arrangement of Amalgamation of Abhishek
Global Ventures Limited with Trident Corporation Limited; this was
sanctioned vide order of the Hon'ble High Court of Punjab & Haryana at
Chandigarh dated January 18, 2011. The effective date of the
amalgamation is February 9, 2011. Consequent to this, Abhishek Global
Ventures Limited, ceased to be a subsidiary of the Company w.e.f.
February 9, 2011. However, due to this arrangement, your Company was
allotted 900,000 equity shares of Trident Corporation Limited.
Further, during the year under review, your Company has divested its 51
percent holding in Abhishek Industries Inc, USA. Consequent to this,
Abhishek Industries Inc, USA ceased to be subsidiary of the Company
w.e.f. March 30, 2011. As on the date of this report, the Company holds
24,500 Common Stocks (equity shares) of Abhishek Industries Inc, USA.
Accordingly, the Company has no subsidiary as on the last day of the
financial year under review.
Directors
During the year under review, in accordance with the provisions of
Articles of Association of the Company, all the directors, for the time
being, except the Managing Director & Wholetime directors, shall retire
annually and accordingly Mr S.K. Tuteja, Ms. Pallavi Shroff, Mr. Rajiv
Dewan and Dr. M A Zahir, Directors are retiring at the ensuing Annual
General Meeting. All retiring directors, offer themselves for
re-appointment.
During the year under review, Mr Anurag Agarwal ceased to be the
director of the Company w.e.f. May 16, 2011 consequent to withdrawal of
his nomination by PSIDC.
Fixed Deposits
During the year under review, your Company has not accepted any fixed
deposits and no amount of principal or interest was outstanding as of
balance sheet date.
No Default
The Company has not defaulted in payment of interest and/or repayment
of loans to any of the financial institutions and/or banks during the
year under review.
Corporate Governance
Your Company is committed to adhere to the best practices & highest
standards of Corporate Governance. It is always ensured that the
practices being followed by the Company are in alignment with its
philosophy towards corporate governance. The well-defined vision and
values of the Company drives it towards meeting business objectives
while ensuring ethica conduct with all stakeholders and in all systems
and processes.
Your Company proactively works towards strengthening relationship with
all constituents of the system through corporate fair practices,
transparency and accountability. In your Company, prime importance is
given to reliable financia information, professional integrity,
transparency, fairness, empowerment and compliance with law in letter &
spirit. Your Company proactively revisits its governance principles and
practices as to meet the business and regulatory needs.
Detailed compliances with the provisions of Clause 49 of the Listing
Agreement for the year 2010-11 has been given in Corporate Governance
Report, which is attached and forms part of this report. The Auditor's
certificate on compliance with corporate governance norms is also
attached thereto.
Human Resource Development and Industrial Relations
The human resources development function of the Company is guided by a
strong set of values and policies. Your Company strives to provide the
best work environment with ample opportunities for employees to grow
and explore. Your Company maintains a work environment that is free
from physical, verbal and sexual harassment. The details of initiatives
taken by the Company for development of human resources are given in
Management Discussion & Analysis Report.
The Company maintained healthy, cordial and harmonious industrial
relations at all levels.
Recognitions & Awards
During the year under review, your Company has been conferred with
following awards and recognitions:
-Rajiv Gandhi National Quality Award 2009 organised by the Bureau of
Indian Standards
- Forest Stewardship Council's (FSC) Chain of Custody Certificate for
its responsible sourcing of pulpwood fiber
- Silver trophy for "Top Exporters - Madeups" in the category of
Towels' and the Bronze trophy for "Highest Global Exports for textiles"
for the year 2009-10 by Texprocil
-ÃSustainability (Trading Area -South Asia) Award for the year 2010' by
IKEA
Auditors & Auditors' Report
M/s Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors
of the Company, hold office until the conclusion of ensuing Annual
General Meeting and are eligible for re- appointment. The Company has
received a certificate from M/s Deloitte, Haskins & Sells, Chartered
Accountants, under Section 224(1) of the Companies Act, 1956 confirming
their eligibility and willingness to accept the office of the Statutory
Auditors for the year 2011-12, if re-appointed.
The Statutory Auditors of the Company have submitted Auditors' report
on the accounts of the Company for the accounting year ended March 31,
2011. In their report, they have made an observation that loss on
valuation of open put derivative options could not be determined by the
Company due to certain reasons as specified in Note 17 of the Notes to
Accounts. The ultimate outcome of these transactions and their effect
on these accounts cannot be ascertained at this stage.
As you are aware that a major part of revenue of your Company comes
from export sales and as such Company has foreign currency fluctuation
exposure. Your Company hedges its foreign currency fluctuation exposure
by way of foreign currency derivative options. The Company has taken
various foreign currency options from various banks and as at March 31,
2011, there were certain open put options outstanding having a maturity
period up to January 2013. These derivative options are proprietary
products of banks, which do not have a ready market and as such are
marked to a model, which is usually bank specific instead of being
marked to market. In the view of the significant uncertainty associated
with the above derivative options whose ultimate outcome depends on
future events, the loss if any, on such open derivative options cannot
be determined at this stage.
The other points of Auditors' Report are self-explanatory and needs no
comments.
Cost Audit
Pursuant to the provisions of Section 233B of the Companies Act, 1956
and subject to the approval of the central government, the Board of
Directors of your Company has re- appointed M/s Ramanath Iyer & Co.,
Cost Accountants, New Delhi as Cost Auditor for the accounting year
2011-12 to carry out an audit of cost accounts of the Company in
respect of the textile, paper and chemical divisions.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo, in accordance with
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is given as Annexure I hereto and forms part of this report.
Disclosure on ESOP
The Company's Employee Stock Options Plan, 2007 has been constituted in
accordance with the Securities and Exchange Board of India SEBI
(Employee Stock Options Scheme & Employee Stock Purchase Scheme)
Guidelines, 1999. The relevant disclosure on Company's stock options
scheme as per these guidelines has been provided in Annexure II hereto
and forms part of this report.
Particulars of the Employees
As per the provisions of Section 217(2A) of the Companies Act, 1956,
the statement of particulars of the employees, etc. forms part of this
report; however, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Annual Report excluding the abovesaid
information is being sent to all the members and other entitled
persons. Any member interested in obtaining such particulars may write
to the Company Secretary at the registered office of the Company.
Responsibility Statement of Directors
A Directors' Responsibility Statement, setting out the requirements
pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 is annexed as Annexure III hereto and forms part of this report.
Acknowledgements
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. Your
Directors acknowledge with sincere gratitude the co-operation and
assistance extended by the Central Government, Government of Punjab,
Government of Madhya Pradesh, Financial Institution(s), Bank(s),
Customers, Dealers, Vendors and society at large.
Your Directors also wish to convey their appreciation for collective
contribution & hard work of employees across all level. The Board,
also, takes this opportunity to express its deep gratitude for the
continued co-operation and support received from its valued
shareholders and support provided by them to the Company and their
confidence in its management and look forward to their continued
support in future too.
For and on behalf of the Board
S K Tuteja Rajinder Gupta
Chairman Managing Director
Place : New Delhi
Date : May 16, 2011
Mar 31, 2010
The Directors are pleased to present the 20th annual report and
audited accounts of the Company for the year ended March 31, 2010.
Financial Results
The financial performance of your Company for the year ended March 31,
2010 is summarised below:
[Rs million]
Particulars Current Year Previous Year
a) Net sales 18,033.6 13,980.6
b) PBIDT 3,559.9 2,569.5
c) Less : Interest 1,046.1 797.4
d) PBDT 2,513.8 1,772.1
e) Less : Depreciation 1,744.4 1,159.3
f) Profit before tax 769.4 612.8
g) Less: Foreign Exchange
gain/(loss) 161.0
h) Profit/(Loss) before tax
and exceptional item 930.4 612.8
i) Less: Exceptional item -
Foreign Exchange gain/(loss) (1,440.7)
j) Profit before tax and after
exceptional item 930.4 (827.9)
k) Less : Provision for tax 365.8 (297.5)
l) Net profit /(Loss) 564.6 (530.4)
m) Add : Profit brought forward 1,616.3 2,146.7
n) Amount carried to balance sheet 2,180.9 1,616.3
o) Earning per share (Rs) 2.54 (2.64)
Corporate Overview
The Company operates in diversified business segments viz. Yarn, Terry
Towel, Paper and Chemical and has captive power plant to cater to needs
of its business segments. As on the date of report, the Company is
having following manufacturing capacities installed & operational:
Textile
Terry towels 374 looms
Yarn 2,24,448 spindles
Yarn processing 6,825 tpa
Open end yarn 1,920 Rotors
Paper & Chemicals
Writing & printing paper 1,75,000 tpa
Sulphuric acid 1,00,000 tpa
Caustic soda 110 tpd
Energy
Co-generation of Power 50 MW
Steam 338 tph
Results of Operations
Financial review
The net sales of the Company for the year under review increased to Rs
18033.6 million as compared to Rs 13980.6 million in the previous
financial year, registering a growth of 29
percent. The Operating Profit for the year has increased by Rs 990.5
million in absolute terms, a growth of approximately 39 percent as
compared to last year. During the year under review, Company has earned
a net profit of Rs 564.6 million, registering an increase of 206
percent as compared to last financial year.
The Company had Earning per share of Rs 2.54 and Cash earning per share
was Rs 10.39 during the current year.
Analysis of other relevant figures of balance sheet and profit and loss
account is given in ÃManagements discussion and analysis reportÃ
forming part of Annual Report.
Performance Review
A detailed discussion on performance of operations of the Company is
given elsewhere in this Annual Report under ÃManagements discussion
and analysis reportÃ.
Dividend
Keeping in view overall performance, future expansion and modernisation
projects in order to meet competition, your directors have decided not
to recommend any dividend for the year under review.
Contribution to the national exchequer
The Company contributed a sum of Rs 185.9 million to the exchequer by
way of central excise duty in addition to other direct and indirect
taxes during the year under review.
Exports
Export sales accounted for 47 percent of net sales. During the year
under review, export sales increased by 22 percent from Rs 6861.5
million in the previous year to Rs 8391.9 million in the current year.
Expansions / Modernisation
Directors of the Company takes pleasure in informing you that during
the year under review, a new unit of terry towel has been commissioned
under which Company has upgraded 18 looms and installed 24 new looms.
This new unit has been commissioned under the Textile park being
developed by Lotus Integrated Texpark Limited, a special purpose
vehicle promoted by Trident Group under the Scheme of Integrated
Textile Parks (SITP) of Government of India. With completion of this
expansion, the total production capacity of the Terry Towel division of
AIL has increased to 374 looms. The project has been completed with a
capital outlay of Rs 359.8 million and commercial production on the new
facilities has been started with effect from January 2, 2010.
During the year under review the Company has fully stabilised the
operations of its paper project which was completed during the
financial year 2008-9 and has launched its new copier paper ÃTrident
Natural in the premium segment. In copier segment, the Company has
attained respectable position through its already existing brands -
ÃSpectra and ÃMy Choice. With launch of new brand, the Company has
joined the league of companies offering products in the high-end &
eco-friendly copier paper segment.
You would be pleased to note that your Company has successfully
commissioned the Yarn Spinning project at Budni, Madhya Pradesh. The
Company has commissioned two units of yarn spinning under this project.
This project at Budni was commissioned in a phased manner and with
commissioning of second yarn unit at Budni (this being the sixth yarn
unit of the Company), a total of 98,496 spindles have become
operational at Budni location. Post completion of this expansion, the
total yarn spinning capacity of Company has increased to 2,24,448
spindles.
Further, the Board of your Company has accorded its In-principle
approval for expansions of its Textile Operations including Spinning,
Terry Towels, Sheeting with co-generation of power with an estimated
investment of about Rs 30,000 million, within the Company or through
any Special Purpose Vehicle promoted by the Company.
Subsidiaries
As on the last day of financial year under review, Company had one
foreign subsidiary, i.e. Abhishek Industries Inc, a wholly
owned subsidiary situated at USA; apart from one Indian wholly owned
subsidiary Abhishek Global Ventures Limited. The Ministry of Corporate
Affairs, Government of India, vide its letter no. 47/227/2010-CL-III
dated April 15, 2010 has granted exemption to the Company from
attaching balance sheet, profit & loss accounts, etc of the aforesaid
subsidiary Companies to the accounts of the Company for the financial
year 2009-10. The Annual accounts of the subsidiary companies
alongwith the reports of the Directors and Auditors thereon and all
related detailed information are open for inspection by any investor
including investor of subsidiary companies at the head office of the
Company and of the subsidiary companies concerned. The Company will
make available these documents to investors including investors of
subsidiary companies upon receipt of request from them. The investors,
if they desire, may write to the Company to obtain a copy of the
financials of the subsidiary companies.
A statement giving information on the financials of subsidiaries for
the year ended March 31, 2010 and the consolidated financial statements
prepared by the Company in accordance with Accounting Standard are
given in the Annual Report for the reference of the members.
During the year under review, the Company has disinvested its entire
holding in Abhishek Europe SA, Neuchtel. Consequent to this, Abhishek
Europe SA has ceased to become subsidiary of the Company w.e.f. May 18,
2009 and the Company does not have any control on the said subsidiary
with effect from that day.
Directors
During the year under review, in accordance with the provisions of
Articles of Association of the Company, all the directors, for the time
being, except the Managing Director & Wholetime Director, shall retire
annually and accordingly Mr S.K. Tuteja, Ms. Pallavi Shroff, Ms. Ramni
Nirula and Mr Rajiv Dewan, Directors are retiring at the ensuing Annual
General Meeting. All retiring directors, offer themselves for
re-appointment.
Further Mr Karan Avtar Singh ceased to be directors of the Company
consequent to withdrawal of his nomination by Punjab State Industrial
Development Corporation Limited (PSIDC).
Fixed Deposits
During the year under review, your Company has not accepted any fixed
deposits and no amount of principal or interest was outstanding as of
balance sheet date.
No Default
The Company has not defaulted in payment of interest and/or repayment
of loans to any of the financial institutions and/or banks during the
year under review.
Corporate governance
Your Company is committed to adhere to the best practices & highest
standards of Corporate governance. It is always ensured that the
practices being followed by the Company are in alignment with its
philosophy towards Corporate governance. The well-defined vision and
values of the Company drives it towards meeting business objectives
while ensuring ethical conduct with all stakeholders and in all systems
and processes.
Your Company proactively works towards strengthening relationship with
constituent of system through corporate fairness, transparency and
accountability. In your Company, prime importance is given to reliable
financial information, integrity, transparency, fairness, empowerment
and compliance with law in letter & spirit. Your Company proactively
revisits its governance principles and practices as to meet the
business and regulatory needs.
Detailed compliances with the provisions of Clause 49 of the Listing
Agreement for the year 2009-10 has been given in Corporate governance
Report, which is attached and forms part of this report. The Auditors
certificate on compliance with Corporate governance norms is also
attached thereto.
Human Resource Development and Industrial Relations
The human resources development function of the Company is guided by a
strong set of values and policies. Your Company strives to provide the
best work environment with ample opportunities to grow and explore.
Your Company maintains a work environment that is free from physical,
verbal and sexual harassment. The details of initiatives taken by the
Company for development of human resources are given in Managements
discussion and analysis report.
The Company maintained healthy, cordial and harmonious industrial
relations at all levels.
Recognitions & Awards
During the year under review, your Company has been conferred with
following awards and recognitions:
Gold Trophy for outstanding export performance for ÃTop Exporters Ã
Madeupsà in the Category of ÃTowelsà for the year 2008-9 by ÃThe Cotton
Textiles Export Promotion Council (TEXPROCIL)
Bronze Trophy for the Highest Global Exportsà for textiles for the
year 2008-9 by ÃThe Cotton Textiles Export Promotion Council
(TEXPROCIL)
IKEA Best Supplier TASA (Trade Area South Asia) Quality Award for year
2008-9
The Ministry of Commerce & Industry, Government of India, has granted
the status of Star Trading House to the Company on the basis of export
performance of the Company.
Auditors & Auditors Report
M/s Deloitte, Haskins & Sells, Chartered Accountants, Statutory
Auditors of the Company, hold office until the conclusion of ensuing
Annual General Meeting and are eligible for re- appointment. The
Company has received a certificate from M/s Deloitte, Haskins & Sells,
Chartered Accountants, under Section 224(1) of the Companies Act, 1956
confirming their eligibility and willingness to accept the office of
the Statutory Auditors for the year 2010-11, if re-appointed.
The Statutory Auditors of the Company have submitted Auditors Report
on the accounts of the Company for the accounting year ended March 31,
2010. In their report, they have made an observation that loss on
valuation of open put derivative options could not be determined by the
Company due to certain reasons as specified in Note 18 of the Notes to
Accounts. The ultimate outcome of these transactions and their effect
on these accounts cannot be ascertained at this stage.
As you are aware that a major part of revenue of your Company comes
from export sales and as such Company has foreign currency fluctuation
exposure. Your Company hedges its foreign currency fluctuation exposure
by way of foreign currency derivative options. The Company has taken
various foreign currency options from various banks and as at March 31,
2010, there were certain open put options outstanding having a maturity
period up to January 2013. These derivative options are proprietary
products of banks, which do not have a ready market and as such are
marked to a model, which is usually bank specific instead of being
marked to market. In the view of the significant uncertainty associated
with the above derivative options whose ultimate outcome depends on
future events, the loss if any, on such open derivative options cannot
be determined at this stage.
The other points of Auditors Report are self-explanatory and needs no
comments.
Cost Audit
Pursuant to the provisions of Section 233B of the Companies Act, 1956
and subject to the approval of the Central Government, the Board of
Directors of your Company has re- appointed M/s Ramanath Iyer & Co.,
Cost Accountants, New Delhi as Cost Auditor for the accounting year
2010-11 to carry out an audit of cost accounts of the Company in
respect of textile, paper and chemical divisions.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo, in accordance with
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is given as Annexure I hereto and forms part of this report.
Disclosure on ESOP
The Abhishek Employee Stock Options Plan, 2007 has been constituted in
accordance with the Securities and Exchange Board of India (Employee
Stock Options Scheme & Employee Stock Purchase Scheme) Guidelines,
1999. The relevant disclosure on Companys stock options scheme as per
these guidelines has been provided in Annexure II hereto and forms part
of this report.
Particulars of the Employees
As per the provisions of Section 217(2A) of the Companies Act, 1956,
the statement of particulars of the employees, etc forms part of this
report. However, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Annual Report excluding the abovesaid
information is being sent to all the members and other entitled
persons. Any member interested in obtaining such particulars may write
to the Company Secretary at the registered office of the Company.
Responsibility Statement of Directors
A Directors Responsibility Statement, setting out the requirements
pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 is annexed as Annexure III hereto and forms part of this report.
Acknowledgements
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. Your
Directors acknowledge with sincere gratitude the co-operation and
assistance extended by the Central Government, Government of Punjab,
Government of Madhya Pradesh, Financial Institution(s), Bank(s),
Customers, Dealers, Vendors and society at large.
Your Directors also wish to convey their appreciation for collective
contribution & hard work of employees across all level. The Board,
also, takes this opportunity to express its deep gratitude for the
continued co-operation and support received from its valued
shareholders and support provided to the Company and their confidence
in its management and look forward to their continued support in future
too.
For and on behalf of the Board
Place : New Delhi S K Tuteja Rajinder Gupta
Date : May 3, 2010 Chairman Managing Director