leena consultancy ltd Directors report

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<dhhead>DIRECTORS’ REPORT</dhhead>

To, The Members,

TRILIANCE POLYMERS LIMITED

(FORMERLY KNOWN AS LEENA CONSULTANCY LIMITED) Mumbai.

The Directors are pleased to present the Thirty Nineth Annual Report of your Company together with the Audited Financial Statements and the Auditors’ Report for the financial year ended 31^st March, 2023.

FINANCIAL HIGHLIGHTS (Standalone)

In view of the loss for the year, the company has not transferred any amounts to Reserves for the financial year 2022-23

DIVIDEND:

In view of the loss for the year, the Directors do not recommend any dividend for the year ended March 31, 2023.

DEPOSITS:

The Company has not accepted any deposits from public covered under section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND:

During the year, the Company has transferred a sum of Rs. 3,660/- to the Investor Education and Protection Fund in compliance with provisions of the Companies Act, 2013 which represents unclaimed dividend for the financial year 2014-15.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

Your Company has neither any Subsidiary nor Joint Venture nor Associate Company. During the year under review, none of the Companies have become or ceased to be Company’s Subsidiaries, Joint Ventures or Associate Companies.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31 March, 2022 was 2400000. During the year under review, the Company increased its authorized Capital from Rs.24,00,000 to Rs. 5,50,00,000 vide Special resolution passed at Extra Ordinary General Meeting held on 19th May, 2022.The Company issued and allotted 48,70,000 Equity Shares on Preferential basis. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

There was Substantial acquisition of Shares and voting rights of the Company accompanied with change in control and the management of the Company consequent to the acquisition of substantial holding of the existing promoters by the Acquirer. There were below- mentioned changes in Directors and Key Managerial Personnels

Mrs. Manisha Shah was appointed as Additional Non-Executive Non-Independent Director on 02^nd December, 2022 and regularised in the Extra-ordinary General Meeting held on 30^th December, 2022

There is no Change in Company Secretary and Independent Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF COMPANIES ACT, 2013:

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Manisha Shah is liable to retire at every Annual General Meeting and being eligible, offers herself for reappointment.

Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is mentioned in the Notice which is part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD:

In accordance with the provisions of the Companies Act, 2013 and SEBI LODR and the Policy framed by the Board for Performance Evaluation, the Board has carried out the annual performance evaluation of its own performance the Directors individually as well as the evaluation of the working of its Committees. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors.

A structured questionnaire was prepared covering various aspects such as attendance at the meetings, participation and contribution, team work, discussions at the Board/Committee Meetings, understanding of the business of the Company, strategy and quality of decision making, etc. The Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met Eight (8) times during the financial year 2022-23 viz. on 19^th April 2022, 30^th May 2022, 05^th August 2022,29^th August 2022,05^th September 2022,11^th November 2022, 02^nd December, 2022 and 06^th February, 2023..

COMMITTEES OF THE BOARD:

The Company has several Committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has the following Committees of the Board comprising of Directors of the Company:

AUDIT COMMITTEE:

The Audit Committee was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Composition of Audit Committee has not been changed in this Financial year. The Audit Committee comprises of:

The Audit Committee met four times during the year viz 30 ^th May 2022, 05^th August 2022, 11^th November 2022 and 06^th February, 2023

NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Nomination & Remuneration Committee is in conformity with the provisions of the said section. The Composition of the Committee has not been changed this financial year The Nomination & Remuneration Committee comprises of:

The Nomination & Remuneration Committee met two times during the year i.e on 27^th August, 2022 and 02^nd December, 2022

STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company comprises of three directors. The Composition of the Committee has not been changed this Financial year

The Stakeholders Relationship Committee met once during the year viz. 06^th February, 2023.

During the financial year 2022-23, no complaints were received from shareholders. There were no complaints pending in the beginning of the financial year and none were pending at the close of the financial year 31^st March, 2023.

INDEPENDENT DIRECTORS MEETING:

Independent Directors comprises of Mr. Sunil Sharma (Chairman of Committee) and Mr. Kirankumar Shukla (Member). During the year under review, the Independent Directors met on 19^th April, 2023 .inter alia,

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy to report genuine concerns or grievances. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Chairman of the Audit Committee or the Company Secretary of the Company or any member of the Audit committee. The Policy on vigil mechanism /whistle blower policy may be accessed on the Company’s website.

POLICY ON PRESERVATION OF DOCUMENTS:

In accordance with Regulation 9 of SEBI (LODR) Regulations, 2015 the Company has framed a Policy on preservation of documents approved by the Board of Directors of the Company. The Policy is intended to define preservation of documents and to provide guidance to the Executives and employees working in the Company to make decisions that may have an impact on the operations of the Company. It not only covers the various aspects on preservation of the documents, but also the safe disposal/destruction of the documents.

INSIDER TRADING CODE:

In compliance with the SEBI Regulations on prohibition of insider trading, the Company has adopted the Code of Conduct for Prevention of Insider Trading in securities of the Company, to regulate, monitor and report trading by insiders, designated Persons and such other persons to whom this Code is applicable.

PREVENTION OF SEXUAL HARASSMENT:

The Company offers equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company has also framed a policy on Prevention of Sexual Harassment of Women at workplace. As per the requirement of the Sexual harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, the Company has constituted a Complaints Committee to inquire into complaints of sexual harassment and recommend appropriate action.

During the financial year 2022-23, no complaints were received.

LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013, are as provided in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement for the year 2022-23

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2023, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit and loss of the Company for the year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. As the Company does not have any manufacturing activities, particulars required to be disclosed with respect to the conservation of energy and technology absorption in terms of Section 134 of The Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable and hence not given.

b. During the year under review, the foreign exchange outgo / provision is Nil and the foreign exchange inflow is Nil (previous year Nil).

MAJOR EVENTS DURING THE YEAR

a. The Company altered the object clause of its Memorandum of Association to incorporate new line of business i.e To carry on the business of imports, export, indenting, trading, manufacturing, buying, selling of various polymers, Plastic raw materials, Plastic finished products, PVC resin, Melamine, Unhazardous chemical Products, Synthetic raw materials, Di-Octyl Thelapalate and such powder of all description, Petrochemical, Plastic items and related products.” and approved by ROC on 08.06.2022 and this subsequently led to change in CIN of the Company from L74140MH1983PLC031034 to L74110MH1983PLC031034

b. The Company increased its authorized Capital from Rs.24,00,000 to Rs. 5,50,00,000 vide Special resolution passed at Extra Ordinary General Meeting held on 19^th May, 2022

c. There was Substantial acquisition of Shares and voting rights of the Company accompanied with change in control and the management of the Company consequent to the acquisition of substantial holding of the existing promoters by the Acquirer (Mr.Sundeep Sanghavi and Mr. Punit Shah). The Share Purchase Agreement (“SPA”) was entered between the Promoters/Promoters Group of the Company and. Mr. Sundeep Sanghavi and Mr. Punit Shah (Acquirer) on 19.04.2022 for acquisition of 1,79,400 equity share of Face value of Rs. 10/- each aggregating to 3.26% of total paid-up capital of the Company and an open offer for 13,28,600 shares aggregating to 26% of total paid-up capital of the Company, which was intimated to the BSE Limited on 19.04.2022 by Mark Corporate Advisors Pvt. Ltd., Managers to the Open Offer.

d. The Company issued and allotted 48,70,000 Equity Shares on Preferential basis.

e. The Company has changed its name from Leena Consultancy Limited to Triliance Polymers Limited in line and accordance with the altered object clause of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT.

There were no material changes and commitments affecting the financial position of the company has occurred between the end of the financial year of the company to which this financial statement relate and the date of this report.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, the Company altered the Main object clause of its Memorandum of Association i.e To carry on the business of imports, export, indenting, trading, manufacturing, buying, selling of various polymers, Plastic raw materials, Plastic finished products, PVC resin, Melamine, Unhazardous chemical Products, Synthetic raw materials, Di-Octyl Thelapalate and such powder of all description, Petrochemical, Plastic items and related products.” Vide Special resolution passed at Extra Ordinary General Meeting held on 19th May, 2022 and was approved by ROC on 08.06.2022 and this subsequently led to change in CIN of the Company from L74140MH1983PLC031034 to L74110MH1983PLC031034. The Company has also changed its name from Leena Consultancy Limited to Triliance Polymers Limited in accordance with the altered object clause of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI

(Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this report.

The Company has established set of standards, processes and structure which enables it to implement adequate internal financial controls and that the same are operating effectively. The internal financial controls of the Company are commensurate with its size and the nature of its operations. The Company has well defined delegation of authority limits for approving revenue as well as expenditures.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work done by the Internal, Statutory and Secretarial Auditors and the reviews of the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2022-23

AUDITORS:

Pursuant to provisions of section 139 of the Act, the members at the annual general meeting of the Company held on 30^th September, 2022 appointed M/s Nayan Parikh & Co. Chartered Accountants (FRN:107023W) as statutory auditors of the Company from the conclusion of 39^th Annual general meeting till the conclusion of 44^th annual general meeting, covering one term of five consecutive years

The statutory audit report for the year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

SECRETARIAL AUDITOR:

The Company had appointed Ms. Hansa Gaggar to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor in Form MR 3 is annexed herewith as Annexure -1. Secretarial Audit Report(s) for the financial year ended 31st March, 2023 do not contain any qualification, reservation or adverse remark made by Ms. Hansa Gaggar, Practicing Company Secretary, in her secretarial audit report except what have been specifically mentioned in the Report which is self-explanatory.

INTERNAL AUDITORS

The Internal Auditor of the Company M/S K. L. Thacker & Associates, Chartered Accountants (Registration No.110869W), have conducted the internal audit of the Company for the F.Y. 2022-23. The reports and findings of the Internal Auditor are periodically reviewed by the Audit Committee

DEMATERIALIZATION OF SHARES

The Company’s shares are listed on BSE Limited and the Company’s Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. The ISIN of the Company is INE778N01016. As on March 31, 2023, 50,95,700 equity shares representing 99.72% of the total shares have been dematerialized.

COMPANY’S WEBSITE

The Company has its website namely www.leenaconsultancy.co.in. The website provides detailed information about the Quarterly Results, Annual Reports and Shareholding patterns and various policies adopted by the Company are placed on the website of the Company and the same are updated periodically.

MEANS OF COMMUNICATION

The Company has designated leenaconsultancy@yahoo.co.in and triliancepolymerslimited@gmail.com as email ids for the purpose of registering complaints by investors and displayed the same on the website of the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Board’s Report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and the Company’s operations in future;

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company does not fall in the criteria mentioned under Section 135 of the Companies Act, 2013, for applicability of the provisions of Corporate Social Responsibility. Hence, your Company is not required to constitute CSR Committee and comply with other provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

RISK MANAGEMENT COMMITTEE:

The provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 are not applicable to the Company. Hence this Committee has not been formed.

CORPORATE GOVERNANCE

As per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the paid-up equity share capital of your Company is less than Rs. 10 crores and Net worth is less than Rs. 25 crores, hence as per Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Compliance with the provisions of Regulation 27 i.e Corporate Governance is not applicable to your Company.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is placed on the website of the Company www.leenaconsultancy.co.in and also forming part of this report as Annexure 2

ACKNOWLEDGEMENTS

Your Director’s wish to convey their gratitude and place on record their sincere appreciation of the assistance and co-operation that the Company has been receiving from its employees as well as from the Banks. Your Directors would also like to thank the customers, suppliers and shareholders for their continued support and co-operation.