Dear Members,
Your Directors have pleasure in presenting their 33rd Annual Report along with the
standalone and consolidated summary financial for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
Audited Financials Results – Standalone
(Rs. in Lakh)
Particulars |
Year ended 31 March, 2023 |
Year ended 31 March, 2022 |
| Net Sales/Income from Operations |
|
|
| Other Income |
0.56 |
0.71 |
| Total Income |
0.56 |
0.71 |
| Total Expenses |
19.45 |
21.99 |
| Profit /(Loss) Before Taxation |
(18.89) |
(21.28) |
| Provision for Tax |
|
|
| Profit /(Loss) After Taxation |
(18.89) |
(21.28) |
| Surplus / (Deficit) carried to Balance Sheet |
(18.89) |
(21.28) |
| Earning Per Share |
(0.009) |
(0.011) |
Audited Financials Results – Consolidated
Particulars |
Year ended 31 March, 2023 |
Year ended 31 March, 2022 |
| Net Sales/Income from Operations |
|
|
| Other Income |
0.56 |
0.71 |
| Total Income |
0.56 |
0.71 |
| Total Expenses |
19.90 |
22.44 |
| Exceptional Items (Diminution in the value of Investment of subsidiary) |
- |
228.48 |
| Profit / Loss Before Taxation |
(19.34) |
(250.22) |
| Provision for Tax |
|
|
| Profit / Loss After Taxation and before Minority Interest |
(19.34) |
(250.22) |
| Profit / Loss After Taxation and after Minority Interest |
(19.34) |
(250.22) |
| Earning Per Share |
(0.010) |
(0.125) |
OPERATIONS
Company has not commenced its operations due to continued financial difficulties.
Company is putting all efforts for the revival and exploring new business opportunities.
Further, there is no secured loan payable to Banks and Financial Institution as on
31.03.2023.
CAPITAL STRUCTURE
During the current year, there is no change in the Authorised and Paid up Share Capital
of the Company. Company has not received any additional Capital. Total Paid up Share
Capital of the Company as on 31st March, 2023 is Rs. 199,889,650/-.
DIVIDEND
In view of financiallosses of the Company during 2022-2023, Your Directors do not
recommend any dividend for the financial year 2022-2023.
RESERVE
The Board of Directors of the Company does not propose any amount to carry to any
reserve for the financial year ended March 31, 2023.
PUBLIC DEPOSITS
The Company has not accepted / invited any public deposits during the period under
review and hence provisions of Section 73 of the Companies Act, 2013 is not applicable.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of Corporate Governance.
Your Directors adhere to the requirements set out by the Securities and Exchange Board of
Indias Corporate Governance practices and have implemented all the stipulations
prescribed.
The detailed Corporate Governance Report forms part of this Directors Report vide "Annexure-I".
CONSOLIDATED FINANCIAL STATEMENTS
These financial statements are the Sixth financial statements of the Company under Ind
AS. The of financial statements are in line with that of the Listed Entity.
Pursuant to the provisions of Section 136 of the Companies Act, 2013 the Financial
Statements of the Company, the Consolidated Financial Statements along with all relevant
documents and Auditors Report thereon form part of this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS
A separate report on Management Discussion and Analysis relating to business and
economic environment surrounding your Company have been appended to this report in terms
of the Listing Agreement and marked as "Annexure II".
Particulars of Employees
None of the Employees of the Company draws remuneration exceeding the limits prescribed
under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 read with Section 197 of the Companies Act, 2013 hence the statement required under
the said is not required to be annexed.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINACIAL POSITION OF THE COMPANY
No material changes have occurred and commitments made, affecting the Financial
Position of the Company, between the end of the financial year of the company and the date
of this report.
VIGIL MECHANISM
The Company has a Vigil mechanism and Whistle blower policy under which the employees
are free to report violations of applicable laws and regulations and the Code of Conduct
under the supervision of Audit Committee. During the year under review, no report related
to the violation received.
ANNUAL ACCOUNTS OF SUBSIDIARY COMPANY
Your Company has one Subsidiary Company namely Maple eSolutions Limited in which your
Company holds 99.99% of shareholding.
As per the provisions of Sec 129 (3) of the Companies Act, 2013 read with rule 5 of the
Companies (Accounts) Rules, 2014, a separate statement containing salient features of
financial statements of subsidiary has been attached with Consolidated Financial
Statements for the year 2022-23 and the performance and financial position of the
Subsidiary Company is annexed in Form AOC-1 and enclosed as "Annexure III".
The Consolidated Financial Statements have been presented in the Annual Report.
STATUTORY AUDITORS
The Company at its Twenty Ninth AGM held on 30th September, 2019 appointed M/s AAAM
& Co. LLP, Chartered Accountants, Delhi, having
Firm Registration No. 08113C allotted by The Institute of Chartered Accountants of
India, as Statutory Auditors of the Company to hold office, from the conclusion of the
said AGM until the conclusion of Annual General Meeting for financial year 2023-24. The
Company has obtained necessary certificate under Section 141 of the Companies Act, 2013
from them conveying their eligibility for being statutory auditors of the
Company.
AUDITORS REPORT
The observations/qualifications of the Auditors in the Auditors Report are explained
and clarified, wherever necessary, in the appropriate
Notes to the Accounts.
SECRETARIAL AUDITORS
M/s Datt Ganesh & Associates, Company Secretaries have been appointed as
Secretarial Auditor of the Company for the financial year 2022-
23 in line with the provisions of Section 204 of the Companies Act, 2013. The Report of
Secretarial Auditor (Form MR-3) for the Financial Year 2022-23 is annexed vides "Annexure
IV".
PREVENTION OF INSIDER TRADING:
In compliance with the provisions of Securities Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of
practices and procedures for fair disclosure of unpublished price sensitive information to
preserve the confidentiality of price sensitive information to prevent misuse thereof and
regulate trading by designated persons.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As our company has 4 directors out of which one is Managing Director whose tenure is
fixed and not liable to retire by rotation, 2 independent directors, who are not liable to
retire by rotation as per companies Act, 2013. Mrs. Meena Rastogi, Director of the Company
retires by rotation and being eligible offer herself for re-appointment. Appointment of
Mrs. Meena Rastogi is in compliance with the provisions of Section 164(2) of the Companies
Act, 2013.
Pursuant to the provisions of Section 149 and other applicable provisions of the
Companies Act, 2013 with respect to appointment and tenure of the Independent Directors
which came into effect from April 1, 2014, the Independent Directors shall be appointed
for not more than two terms of five years each and shall not be liable to retire by
rotation. The Term shall be effective prospectively.
Mr. Bharat Singh Bisht and Mr. Tushar Rastogi, Independent Director of the Company are
having an independent capacity in the management.
Following are the Key Managerial Personnel of the Company under the provisions of
Section 203 of the Companies Act, 2013.
Name |
Designation |
| 1. Sheetal Jain |
Managing Director |
| 2. Rajeev Kumar Gupta |
Chief Financial Officer |
| 3. Tara Rawat (Resigned on 15-09-2022) |
Company Secretary |
NUMBER OF MEETINGS OF THE BOARD
During the period commencing from 1st April, 2022 and ending on 31st March, 2023, the
board of directors of your company met on the following dates on 30th May,
2022, 13th August 2022, 31st August, 2022, 22nd
September, 2022, 11th November, 2022, 14th February, 2023, 28th
March, 2023.
RISK MANAGEMENT
The Company has a Risk Management process which provides an integrated approach for
managing the risks in various aspects of the business.
PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF COMPANIES ACT,
2013
During the year under review, the Company has not advanced any loans/ given guarantees/
made investments covered under the provisions of Section 186 of the Companies Act, 2013,
hence the said provision is not applicable.
RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF COMPANIES ACT, 2013
All the transactions were made in the ordinary course of business. The provisions of
Section 188 of the Companies Act, are therefore, not attracted.
The disclosure of Related Party Transaction as per AS-24 has provided in the Notes to
Accounts to the Financials of the Company vide
"Annexure-V".
AUDIT COMMITTEE UNDER SECTION 177 OF COMPANIES ACT, 2013
As per the provisions of Section 177 of the Companies Act, 2013, the Company is having
the Audit Committee to oversee internal audit and control procedures, final accounts and
reporting process. The committee comprises of three Non Executive Directors.
NOMINATION AND REMUNERATION COMMITTEE UNDER SECTION 178 OF COMPANIES ACT, 2013
As per section 178 of the Companies Act, 2013 and rules made there under, Company is
having the Nomination and Remuneration Committee to look after the appointment,
resignations and cessation of the employees of the Company and their remuneration.
Nomination and Remuneration Committee comprises of three Non Executive Directors which
recommend in the Board policy relating to remuneration of Directors, Key Managerial
Personnel and other employees.
STAKEHOLDER RELATIONSHIP COMMITTEE
In compliance of Section 178 of the Companies Act, 2013 along with rules made there
under, Company is having the Stakeholders Relationship Committee by the Board of
Directors, to consider and resolve the grievances of security holders of the Company. The
committee comprises of three Non-Executive Directors.
DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHOBITION
AND REDRESSAL)
ACT, 2013
The Company has a policy on prohibition, prevention and redressal of Sexual Harassment
of women at workplace and matters connected there with or incidental there to covering all
the aspects as contained under "The Sexual Harassment of women at workplace
(Prohibition, Prevention and Redressal) Act, 2013".
During the Financial Year 2023-23, no complaint was received under the policy.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with its size, scale and
complexity of its operations. Audit Committee reviews internal audit reports and oversees
the internal control system of the Company.
REMUNERATION POLICY
The Company has a Nomination and Remuneration Policy for selection and appointment of
Directors Key Managerial Personnel and their remuneration. A note on Nomination and
Remuneration Policy has been made part of the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 of the Companies Act, 2013 with respect of Directors
responsibility, it is hereby confirmed,
I. That in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
II. That 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;
III. That 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;
IV. That the directors had prepared the annual accounts on a going concern basis.
V. The directors have laid down internal financial controls to be followed by the
company and that such internal financialcontrols are adequate and were operating
effectively.
VI. The directors have devised proper system to ensure compliance with the provisions
of all applicable laws and that such system were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTOR
All Independent Directors of the Company have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
SEBI (LODR), Regulations, 2015.
INTERNAL AUDITOR
The Company has appointed S. Kumar Goel & Company, Chartered Accountants as
Internal Auditor of the Company for the FY 2022-23, who has conducted internal audit of
the Company.
REPORTING OF FRAUD BY AUDITORS:
During the year under review, neither the statutory auditors nor the secretarial
auditors 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 would need to be mentioned in
the Boards Report.
DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
During the year under review, no company became Subsidiary/Joint Venture/Associate of
the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no such significant and / or material orders passed by the Regulators or
Courts or Tribunal impacting the going concern status and Companys future.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of Companies Act, 2013, the Company doesnt have working
status. Therefore, it is not required to constitute a CSR Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:
The particulars relating to conservation of energy and technology absorption read with
the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,
1988 is enclosed herewith as Annexure-VI.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule
12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual
return in Form MGT-9 is enclosed herewith as Annexure-VII.
STOCK EXCHANGE LISTING:
The Equity Shares of your Company are listed at:
The Stock Exchange, Mumbai. (BSE);
I. The Calcutta Stock Exchange (Applied for the delisting of security)
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to all
the employees and Non-executive Directors including Independent Directors. The Code is
applicable to Non-executive Directors including Independent Directors to such extent as
may be applicable to them depending on their roles and responsibilities. The Code gives
guidance and support needed for ethical conduct of business and compliance of law. The
Code has been circulated to Directors and Management Personnel, and its compliance is
affirmed by them annually. A declaration signed by the Companys Directors is published in
this Report.
INTERNAL FINANCIAL CONTROLS
The Company had laid down Internal Financial Controls and such internal financial
controls are adequate with reference to the Financial
Statements and were operating effectively.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the period under review, there were no applications made or any proceedings
pending in the name of the Company under the Insolvency and Bankruptcy code, 2016.
DETAILS OF DIFFERENE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS
During the period under review, there has been no onetime settlement of loans taken
from bank and financial institutions
APPRECIATION & ACKNOWLEDGEMENT
Your Directors appreciate the valuable co-operation extended by the Companys Bankers,
monitoring agency & other Central and State Government departments, for their
continued support. Your Directors place on record their wholehearted appreciation of your
Companys employees at all levels. Your Directors also acknowledge with gratitude the
backing of its shareholders.
|
|
By order of the Board of Directors |
|
|
For Triton Corp Limited |
|
Sd/- |
Sd/- |
|
Sheetal Jain |
Meena Rastogi |
| Date: 26.05.2023 |
(Managing Director) |
(Director) |
| Place: New Delhi |
DIN: 00269470 |
DIN: 01572002 |
+91-9892691696
