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Directors Report of Triveni Enterprises Ltd.

Mar 31, 2014

The Members,

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

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

1. Financial results for the company:

Amount in Rs.

Particulars 31st March, 2014 31st March, 2013

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

Other Income 503,077 8,325

Net Profit Before Tax 800,436 469,537

Depreciation 68,659 218,072

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

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

2. Business Overview:

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

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

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

3. Depository system:

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

4. Dividend:

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

5. Remuneration:

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

6. Share Capital:

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

7. Directors

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

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


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

Name of Director Designation KMP position held

Mr. Vinod Jain Managing Director Managing Director

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


Mr. Ramchandra Varma Whole Time Director Chief Executive Officer

Ms. Vidya Mahesh Independent Director - Chalke

Mr. Indrajeet Kumar Independent Director - Kuwar

Mr. Sureshchandra Independent Director - Rameshwarlal Modi

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

9. Auditors:

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

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

10. Auditors Report:

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

11. Director''s Responsibility Statement:

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

b. Accounting Policies : The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

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

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


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


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


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


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

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



Sd/- Sd/-

Place: New Delhi Bhavin Nagda Ramchandra Varma

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

(Director) (Director)