To,
The Members
Trescon Limited
Your Directors take pleasure in presenting the 28 Annual Report of the Company together
with Audited Financial Statements for the year ended March 31, 2023. This report states
compliance as per the requirements of the Companies Act, 2013, the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and other rules and regulations
as applicable to the Company.
FINANCIAL REVIEW
The Companys financial performance, for the financial year ended March 31, 2023 as
compared to the previous financial year, is summarized below:
(Rs.in Lakhs)
| Particulars |
March 31, 2023 |
March 31, 2022 |
| Revenue From Operations |
0.00 |
119.74 |
| Other Income |
496.24 |
243.79 |
| Total Revenue |
496.24 |
363.53 |
| Total Expenditure |
156.09 |
199.19 |
| Pro t/(Loss) Before Exceptional Items |
340.15 |
164.34 |
| Exceptional Items |
5.02 |
0.00 |
| Pro t/(Loss) Before Tax |
335.13 |
164.34 |
| Tax Expenses |
|
|
| i) Current Tax |
55.37 |
32.40 |
| ii) Deferred Tax |
(15.87) |
5.16 |
| iii) Short provision for earlier year tax |
14.06 |
0.00 |
| Pro t/(Loss) After Tax |
281.57 |
126.78 |
DIVIDEND
With a view to plough back the profits of the Company into the business operations, the
Board of Directors do not recommend any dividend for the financial year under review.
STATE OF THE COMPANY AFFAIRS
The Company is engaged in the business of real estate. There has been no change in the
business of the Company during the financial year ended March 31, 2023. Your directors
carry out the operations with active care and precaution thereby enhancing shareholders
value.
TRANSFER TO RESERVE
Your Directors does not propose to carry any amount to reserves, during the financial
year ended March 31, 2023.
SHARE CAPITAL
During the year under review, the Authorized Share Capital of your Company as on March
31, 2023 stood at Rs. 75,00,00,000 divided into 7,50,00,000 Equity Shares of Rs.10/- each.
The Issued, Subscribed Share Capital of your Company is Rs. 72,48,66,000 divided into
7,24,86,600 Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs.
70,77,16,750 divided into 7,02,00,000
Equity Shares of Rs.10/- each fully paid up, 22,86,500 Equity Shares of Rs.10/- each
Partly Paid-up of Rs.2.5/- each and 100 Equity Shares of Rs.10/- each Partly Paid-up of
Rs.5/- each.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company does not have any subsidiary, associate and joint venture Company.
CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, a separate report on Corporate Governance is
provided separately along with a certificate from R. Bhandari & Co,(Membership No: FCS
No. 8048) the Secretarial Auditor of the Company, on its compliance, which forms part of
this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Board currently comprises of 6 Directors including 3 (three)
Non-Executive-Independent Directors, 3 (three) Executive Directors. Independent Directors
provide their declarations both at the time of appointment and annually confirming that
they meet the criteria of independence as prescribed under the Companies Act 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015.
Mr. Kishor Patel (DIN: 01131783), Whole Time Director is liable to retire by rotation
at the ensuing Annual General Meeting (“the AGM”) and, being eligible he has
offered himself for re-appointment. Your Board recommends his re-appointment with all his
earlier terms and conditions of appointment remaining same. A resolution to the effect is
placed in the Notice for the ensuing AGM for consideration / approval of the members for
your consideration and approval.
During the year under review following changes has taken place:
Name of the Director / KMP |
Appointment / Resignation |
With effect from March 16, 2023 |
Mr. Virchand Lalka - Managing Director |
Resignation |
(Close of the business hour) March 16, 2023 |
Mr. Rohit Kharche - Executive Director |
Resignation |
(Close of the business hour) |
| Mr. Dinesh Patel - Managing Director |
Appointment |
March 16, 2023 |
| Mr. Kishor Patel - Whole Time Director |
Appointment |
March 16, 2023 |
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act 2013, read with rules
made thereunder, and Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of
Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015, the Board has carried out the annual performance evaluation of its own performance,
board committees and the Directors individually. A structured questionnaire was prepared
after taking into consideration inputs received from the Directors, covering various
aspects of the Boards functioning such as adequacy of the composition of the Board and
its Committees, Board culture, execution and performance of specified duties, obligations
and governance.
A separate exercise was carried out to evaluate the performance of individual
Directors, who were evaluated on parameters such as level of engagement and contribution,
independence of judgement, safeguarding the interest of the Company and its minority
shareholders etc.
The Independent Directors of the Company met on February 14, 2023, without the presence
of Non- Independent Directors and members of the management to review the performance of
Non- Independent Directors and the Board of Directors as a whole, to review the
performance of the Chairman and Wholetime Director of the Company and to assess the
quality, quantity and timeliness of flow of information between the management and the
board of directors. The performance evaluation of the Independent Directors was carried
out by the entire Board.
The Directors expressed their satisfaction with the evaluation process.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statement in terms of
Section 134(3) (c) of the Companies Act 2013:
(a) that in the preparation of the Annual Accounts for the year ended March 31, 2023,
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
(b) 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 a airs of the Company as at March 31, 2023, and of the profit of
the Company for the year ended on that date; (c) that the Directors have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; (d) the annual accounts have been
prepared on a going concern basis;
(e) that 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) that 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.
BOARD AND COMMITTEE MEETINGS
(a) Board Meetings
The Board of Directors of the Company met 5 (Five) times during the financial year,
i.e. May 28, 2022, August 12, 2022, November 12, 2022, February 14, 2023 and March 16,
2023. Details of the Board Meetings and attendance of the Directors are provided in the
Corporate Governance Report, which forms part of this Annual Report.
(b) Committees of the Board
With a view to having a more focused attention on the business and for better
governance and accountability, the Board has constituted the Committees viz. Audit
Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and
Management Committee. The details with respect to the compositions, roles, terms of
reference, etc. of relevant committees are provided in the Corporate Governance Report of
the Company, which forms part of this Annual Report.
AUDITORS
(a) Statutory Auditors
Koshal & Associates, Chartered Accountants, (Firm Registration No. 121233W) were
appointed as the Statutory Auditor of the Company at the 23rd AGM held on September 29,
2018, to hold the officefor a period of 5 ( ve) years till the conclusion of the 28th AGM
to be held in the year 2023, in terms of the applicable provisions of Section 139 of the
Companies Act 2013, read with the Companies (Audit and Auditors) Rules 2014.
The Notes to the Financial Statements are self-explanatory and do not call for any
further comments. There is no audit quali cation, reservation or adverse remark for the
year under review.
(b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has
appointed R.Bhandari & Co, Practicing Company Secretaries (Membership No. FCS 8048),
to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor
is annexed herewith as Annexure 2. The report of the secretarial auditor is
self-explanatory and confirming compliance by the Company of all the provisions of
applicable corporate laws. There are no quali cations, reservations or adverse remarks
made by the Secretarial Auditors in their report.
(c) Cost Auditor
The Maintenance of Cost Records pursuant to Section 148 of the Companies Act, 2013 is
not required by the Company and accordingly such accounts and report are not made and
maintained by the Company.
(d) Internal Auditor
Pursuant to provisions of Section 138 read with rules made thereunder, the Board has
appointed M/s Kuwadia Shah Shah & Associates, Chartered Accountants (Firm Registration
No 139831W) as Internal Auditors of the Company to check the internal controls and
functioning of the activities and recommend ways of improvement. Internal Audit is carried
out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee
and the Board for their consideration and direction. Their scope of work is as decided by
the Audit Committee and the Board of Directors.
NOMINATION AND REMUNERATION POLICY
The Company has adopted Nomination and Remuneration Policy in accordance with the
provisions of Companies Act, 2013 read with Rules issued there under and SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015. The said Policy of the Company,
inter alia, provides that the Nomination and Remuneration Committee shall formulate the
criteria for appointment of Executive, Non-Executive Director, and Independent Directors
on the Board of Directors of the Company and persons in Senior Management of the Company,
their remuneration including determination of quali cations, positive attributes,
independence of Directors and other matters as provided under subsection (3) of section
178 of Companies Act, 2013 (including any statutory modi cation(s) or re-enactment (s)
thereof for time being in force). The Policy is also available on the website of the
Company - http://www.trescon.com/investors-section/company-policies.html
INTER-SE TRANSFER OF SHARES AMONGST THE PROMOTERS AND PROMOTERS GROUP
Dinesh Ravilal Patel, Kishor Ravilal Patel and Sanjay Navin Mehta, Promoters and
Promoters Group of the Company has acquired 23,25,001 (Twenty-Three Lakh Twenty-Five
Thousand and One) (3.21%) equity shares of the Company through inter-se transfer of shares
by way of o -market transaction from Vilas Pralhadrao Kharche, being part of the Promoters
and Promoters Group as per the following:
Sr. No. |
Date of Transactions |
Name of the person belonging to the Promoter (Transferor / Seller) |
Name of persons belonging to the Promoter (Transferee / Acquirer) |
No. of shares acquired by way of purchase |
% of holding |
| 1 |
May 18, 2023 |
|
Dinesh Ravilal Patel |
7,75,001 |
1.07% |
| 2 |
May 18, 2023 |
Vilas Pralhadrao Kharche |
Kishor Ravilal Patel |
7,75,000 |
1.07% |
| 3 |
May 18, 2023 |
|
Sanjay Navin Mehta |
7,75,000 |
1.07% |
|
|
Total |
|
23,25,001 |
3.21% |
This being an inter-se transfer of shares amongst Promoters and Promoters Group, the
same falls within the exemption under Regulation 10(1)(a)(ii) of SEBI (SAST) Regulations,
2011 (qualifying person being persons named as promoters in the shareholding pattern led
by the target company for not less than three years prior to the proposed acquisition).
The aggregate shareholding of the Promoters and Promoters Group before and after the
aforesaid inter-se transfer, shall remain same.
DISPOSAL OF SHARES BY THE PROMOTERS AND PROMOTERS GROUP
Vilas Pralhadrao Kharche, Promoters and Promoters Group of the company disposed of
17,32,000 equity shares comprises 2.39 % of the total share capital of the Company and
23,00,000 equity shares comprises of 3.17 % of the total share capital of the Company on
June 27,2023 and June 28, 2023 respectively.
INTERNAL CONTROL AND FINANCIAL REPORTING SYSTEMS
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. It has documented the procedures covering all
financial and operating functions and processes. These have been designed to provide a
reasonable assurance with regard to maintaining of proper accounting controls for ensuring
the reliability of financial reporting, monitoring of operations, protecting assets from
unauthorized use or losses and compliance with regulations.
Adequate internal control systems commensurate with the nature of the Companys
business and size and complexity of its operations have been recognized. Internal control
systems ensure the reliability of financial reporting, timely feedback on the achievement
of operational and strategic goals, compliance with applicable laws and regulations and
that all assets and resources are acquired economically, used efficiently and adequately
protected.
During the year under review, no material or serious observations have been received
from the Internal Auditors of the Company with respect to ine ciency or inadequacy of the
controls.
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as required
under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure 3 to this
Report.
The information required pursuant to Section 197 of the Companies Act read with Rule
5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is not applicable to the Company as
none of the employees of the Company fall within the purview of the information required
under the said rules.
WHISTLE-BLOWER POLICY / VIGIL MECHANISM POLICY
Your Company is committed to standards of ethical, moral and legal business conduct.
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee. It
is a rmed that no personnel of the Company has been denied access to the Audit Committee.
The Policy, as approved by the Board, is uploaded on the Companys website:
www.trescon.com
RELATED PARTY TRANSACTIONS
All related party transactions as referred in Section 188(1) of the Companies Act, 2013
read with the rules made there under that were entered into during the financial year were
on an arms length basis and were in the ordinary course of business. All related party
transactions are placed before the Audit Committee.
The Company has formulated a Policy on related party transactions. This policy approved
by the Board is uploaded on the Companys website on the below link:
https://www.trescon.com/investors-section/company-policies.html The Company has entered
material transaction with related parties during the year under review which were
reporting in Form AOC 2 in terms of Companies Act, 2013 read with Companies (Accounts)
Rules, 2014. The requisite disclosures in this regard is given in this report as Annexure
1.
CORPORATE SOCIAL RESPONSIBILITY
The provision of Section 135 of the Companies Act, 2013 in respect of Corporate Social
Responsibility is not applicable to the Company as the net worth, turnover and profit
during the financial year is less than the stipulated amount. Accordingly no policy has
been framed by the Company on Corporate Social Responsibility and there is no reporting
requirement pursuant to provisions of Section 134 (3) (o) of the Companies Act, 2013.
DEPOSITS
Management Discussion and Analysis Report for the year under review, giving detailed
analysis of Companys operations as stipulated under Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, is provided separately which
forms part of this Report.During the year under review, your Company has not accepted any
deposit within the meaning of Section 73 of the Companies Act, 2013.
LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act 2013, are given in the notes to the Financial Statements.
ANNUAL RETURN
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 (including amendments
thereof) notified by MCA, the Annual Return of the Company for the financial year ended
March 31, 2023, is hosted on the website of the Company at https:
http://www.trescon.com/investors-section/ nancial-results.html.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, giving detailed
analysis of Companys operations as stipulated under Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, is provided separately which
forms part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and sustainability Report for the financial year ended
March 31, 2023 as stipulated under Regulation 34(2) (f) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 is not applicable.
SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India (“ICSI”).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy and technology absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review.
Further, the Foreign Exchange Earnings and outgo during the year under review is NIL
(0).
REPORTING OF FRAUDS BY AUDITORS
During the year under review, there have been no instances of fraud reported by the
Auditors to the Audit Committee of the Board, pursuant to Section 143(12) of the Act and
the Rules made thereunder.
CHANGE IN THE NATURE OF BUSINESS
During the year, there has been no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
There have been no material changes and commitments, affecting the financial position
of your Company, which have occurred between the end of the financial year to which the
Balance Sheet relates and the date of this report.
LEGAL UPDATE
There are no significant and material orders passed by the regulators, courts or
tribunals that impacted the going concern status of the Company, or which can potentially
impact the Companys future operations.
PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT POLICY, AND DISCLOSURE UNDER SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
No complaint received from any employee, pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act 2013 and rules made thereunder.
A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR
THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE
OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY
Presently, the provisions of Regulation 21 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 relating to the Risk Management Committee are
not applicable to the Company. Accordingly, no policy has been framed by the Company on
Risk Management and there is no reporting requirement pursuant to provisions of Section
134 (3) (n) of the Companies Act, 2013.
CAUTIONARY STATEMENT
Statements in this Boards Report and Management Discussion and Analysis describing the
Companys objectives, projections, estimates, expectations or predictions may be
forward-looking within the meaning of applicable securities, laws, and regulations. Actual
results may differ materially from those expressed in the statement. Important factors
that could influence the Companys operations include a change in government regulations,
tax laws, economic and political developments within and outside the country and such
other factors.
ACKNOWLEDGMENTS AND APPRECIATION
The Directors wish to acknowledge and place on record their sincere appreciation for
the assistance and co-operation received from all the members, regulatory authorities,
customers, financial institutions, bankers, lenders, vendors and other business
associates. The Directors also recognize and appreciate all the employees for their
commitment, commendable efforts, teamwork, professionalism and continued contribution to
the growth of the Company.
|
For and on behalf of the Board of Directors of Trescon Limited |
|
Sd/- |
| Place: Mumbai |
Vilas Kharche |
| Date: August 12, 2023 |
Chairman and Whole-time Director |
|
(DIN:02202006) |
+91-9892691696
