Trejhara Solutions Ltd Directors Report.

To the Members of Trejhara Solutions Limited,

The Directors present Third Annual Report of the Company, together with its audited financial statements for the year ended 31 March, 2020.

i. financial statement

The highlights of the Standalone Financial Statement are as under:

(Rs lakhs)

Particulars 31 March, 2020 31 March, 2019
Income
Revenue from Operations 3,343.80 2,725.64
Other Income 731.81 1,315.59
Total Income 4,075.61 4,041.23
Expenses
Operating Expenses 96.51 563.10
Employee Benefits Expense 2,543.51 1,878.53
Finance Costs 268.69 217.00
Depreciation and Amortisation Expenses 79.21 77.50
Other Expenses 642.45 479.53
Total Expenses 3,630.37 3,215.66
Profit Before Tax 445.24 825.57
Income Tax Expense:
(a) Current Tax 128.60 235.00
(b) Deferred Tax (Credit) / Charge (12.74) 73.87
Profit After Tax 329.38 516.70
Other Comprehensive Income (net of tax) (24.28) 45.79
Total Comprehensive Income 305.10 562.49

The highlights of the Consolidated Financial Statement are as under:

(Rs lakhs)

Particulars 31 March, 2020 31 March, 2019
Income
Revenue from Operations 5,848.94 7,722.93
Other Income 399.03 621.55
Total Income 6,247.97 8,344.48
Expenses
Operating Expenses 1,311.26 3,199.59
Employee Benefits Expense 2,690.73 2,249.09
Finance Costs 489.74 593.84
Depreciation and Amortisation Expenses 97.60 95.62
Other Expenses 836.76 659.59
Total Expenses 5,426.09 6,797.73
Profit Before Tax, Minority Interest and Exceptional Item 821.88 1,546.75
Less: Exceptional Item - -
Profit Before Tax and Minority Interest 821.88 1,546.75
Income Tax Expense:
(a) Current Tax 140.65 246.27
(b) Deferred Tax (Credit) / Charge (12.74) 71.25
Profit After Tax 693.97 1,229.23
Other Comprehensive Income (net of tax) (38.86) 94.85
Total Comprehensive Income 655.11 1,324.08

2. material changes & commitments

The pandemic caused due to novel corona virus ("COVID-19") has impacted the economies across the globe. The Board has assessed the impact of COVID-19 on the businesses and there is no impact as of the balance sheet date. The Company continues to provide the services to its customers with some disruptions on account of lock-downs and other restrictions imposed in various geographies. The Company has put in place plans to minimize the adverse impact on both revenue and profitability.

There are no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

3. dividend & reserves

In the wake of economic uncertainties and disruptions caused by the COVID-19, the Board of Directors felt it appropriate to conserve its resources in order to meet any unforeseen contingencies. Therefore, the Board of Directors do not recommend any dividend for the financial 2019-20.

The profit after tax for the year ended 31 March, 2020, was Rs 329.38 Lakhs and the same has been transferred to the Retained Earnings

4. state of companys affairs

The Company has delivered a sustained performance for the year ended 31 March, 2020 despite of the adversities caused by the COVID-19 with a consolidated revenue at Rs 5848.94 Lakhs. The COVID-19 pandemic has impacted the entire world to which we are no exception. However, the management is constantly monitoring the situation and is preparing the organization to mitigate the resultant risks.

5. subsidiaries/joint ventures/associate companies

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the Act) a statement containing the salient features of financial statements of the Companys subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

6. annual return

The extract of the annual return as annexed to this report as Annexure-1. In addition to extract of annual return, the copy of the annual return will be available on the website of the Company i.e. www.trejhara.com.

7. corporate governance

The Report on corporate governance as per the requirements of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the LODR") forms part of this Annual Report. Further, the requisite certificate from M/s Yogesh D. Dabholkar & Co, Practicing Company Secretaries, confirming the compliance with the conditions of corporate governance has been included in the said Report.

8. management discussion and analysis (mda)

Management Discussion and Analysis for the year under review, as required under Regulation 34 (2) (e) of the LODR, has been covered in a separate section forming part of this Annual Report.

9. corporate social responsibility (csr)

In accordance with the provisions of Section 135 read with Schedule VII of the Act the Company has adopted a CSR Policy outlining various CSR activities to be undertaken by the Company. The CSR Policy of the Company is available on the website of the Company at www.trejhara.com.

During the year under review, the Company has contributed 5 Lakhs to Aadhar Foundation towards the activities in the area of promoting education, including special education and employment enhancing vocation skills especially among children, woman, elderly and the differently abled.

The Board has constituted a CSR committee which comprises of following directors:

Mrs. Kalpana Sah - Chairperson

Mr. Amit Sheth - Member

Mr. Paresh Zaveri - Member

The CSR Committee, inter alia determines the budget for funding various charitable activities and the recommends the contributions to be made to various initiatives.

The disclosures, as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, has been enclosed to this Report as "Annexure 2"

10. internal control system & their adeqacy

The Company has an internal control system which is commensurate with size, scale and nature of its operations. The Internal Audit Team monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

11. directors responsibility statement

In terms of the provisions of Section 134(3)(c) of the Act, the Board confirms that:

I. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

II. 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 31 March, 2020 and of the profit and loss of the Company for that period;

III. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. the Directors had prepared the annual accounts on a going concern basis; and

V. 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.

VI. 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.

12. directors/key managerial personnel (kmp)

None of the directors of the Company is disqualified under the provisions of the Act or under the LODR.

Re-appointment on account of retirement by rotation

In accordance with the provisions of the Act and Articles of Association of the company, Mr. Paresh Zaveri retires by rotation and being eligible, offers himself for re-appointment.

All Independent Directors have given declarations affirming that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the LODR.

The information as required to be disclosed under Regulation 36 of the LODR and brief profile of directors in case of reappointment of director is incorporated in explanatory statement of Annual General Meeting Notice forming part of the Annual Report.

kmp

Pursuant to the provisions of Section 203 of the Act, as on the date of this Report, the Key Managerial Personnel of the Company comprised of Mr. Amit Sheth, Chairman and Whole Time Director, Mr. Nilesh Kharche, Company Secretary and Mr. Vimal Garachh, Chief Financial Officer.

13. performance evaluation

The Companys policy relating to appointment and remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes and independence of Directors are covered under the Corporate Governance Report which forms part of this Annual Report.

The Board of Directors annually evaluate its own performance and that of its committees and individual Directors.

The Board has formulated the Nomination and Remuneration Policy for the selection and appointment of Directors, senior management personnel and their remunerations. This policy is available on the website of the Company at www.trejhara.com.

14. MEETINGS

During the year the Board met four times and the gap between two meetings did not exceed 120 days. For details of meetings of the Board, please refer to the Corporate Governance Report, which is part of this report.

15. committees

As on the date of this report, the Board has four committees:

I. Audit Committee;

II. Nomination and Remuneration/Compensation Committee;

III. Stakeholders" Relationship/Investor Grievance and Share Transfer Committee;

IV. Corporate Social Responsibility Committee.

The detailed information in relation to these committees, including composition and the terms of reference and other details are provided in Corporate Governance Report.

16. vigil mechanism/ whistle blower policy

The Company has established the necessary vigil mechanism and has put in place a Whistle Blower policy in order to enable the employees and Directors of the Company to report their concerns about the management, operations and other affairs of the Company. In terms of the Whistle Blower Policy, the whistle blowers are provided an access to the Audit Committee to lodge their complaints. This policy is available on the website of the Company at www.trejhara.com.

17. risk management policy

The Company has formulated a comprehensive Risk Management Policy to identify, assess and mitigate various risks associated with the Company. This policy is available on the website of the company at www.trejhara.com.

18. particulars of loans, guarantees or INVESTMENTS under section 186 of the act

The details of loans, guarantees and investments, covered under the provisions of Section 186 of the Act, are given under the note no. 31 to the standalone financial statements forming part of this Annual Report.

19. particulars of contracts or arrangements with related parties

All the related party transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. During the financial year, the Company has not entered into any contract/arrangement, transactions with related parties which could be considered material in accordance with the policy of the Company as to related party transactions. The details of all related party transactions are placed before the Audit Committee for approval. The policy as to Related Party Transactions, as approved by the Board, is available on the Companys website at www.trejhara.com.

20. public deposits

During the year, the Company has neither invited nor accepted any public deposits.

21. reporting of fraud by auditors

The Statutory Auditors of the Company has stated in their report that, during the course of Audit no fraud on or by the Company has been noticed or reported.

22. SECRETARIAL AUDIT

Secretarial Audit was carried out by M/s. Yogesh D. Dabholkar & Co, Company Secretary in Practice The Report of the Secretarial Audit is annexed herewith as "Annexure 3".

The observations raised by the Secretarial Auditor and Boards response thereto are as under:

Observation 1: The Company has appointed Chief Financial Officer (CFO) as per the provisions of Section 203 of Companies Act, 2013 with effect from 1st June, 2019.

Response: The Company was in search of suitable candidate for the position of CFO and has appointed Mr. Vimal Garachh as Chief Financial Officer of the Company w.e.f. 1st June, 2019.

Observation 2: The chairperson of nomination and remuneration committee and stakeholders relationship committee did not attend Annual General Meeting.

Response: Due to personal emergencies the chairperson of nomination and remuneration committee and stakeholders relationship committee could not attend Annual General Meeting.

Observation 3: The company could not complete the filing in respect of appointment of Independent Director on the Board of unlisted material subsidiary incorporated outside India.

Response: The Company has appointed Independent Directors on the Board of unlisted material subsidiary incorporated outside India and the filing formalities relating to the same are in process.

23. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in a separate annexure forming part of this Report. Having regard to the provision of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. In terms of Section 136 of the Act, the said annexure is open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at investor@trejhra.com.

The disclosures pertaining to the remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) of the of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided in the Annual Report as "Annexure 4".

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of section 134(3)(m) of the Act read with rule 8 of the Chapter IX the Companies (Accounts) Rules, 2014, the Directors furnish herein below the required additional information:

I. Conservation of Energy

Although the operations of the Company are not energy intensive, the management is highly conscious of the criticality of the conservation of energy at all operational levels. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable to the Company and hence are not provided.

II. Technology Absorption

The Company continues to adopt latest technologies and innovations for improving the productivity and quality of its products and service offerings. The Company is also partnering with major technology providers in global markets.

III. Foreign Exchange Earnings and Outgo

The details of foreign exchange earned and spent by the Company during the period are given below:

Earnings in foreign currency (on accrual basis)

(Rs lakhs)

Particulars 31 March, 2020 31 March, 2019
Revenue From Operations 679.87 828.08
Interest and Other Income 267.10 372.05

Expenditure in foreign currency (on accrual basis)

(Rs lakhs)

Particulars 31 March, 2020 31 March, 2019
Software License and Services Cost 27.42 13.19
Travelling and Other Expenses 34.36 30.51

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has framed a Policy as required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, the Company has not received any complaints under the policy.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

27. COST RECORDS

The Company is not required to maintain cost records specified by Central Government under section 148(1) of the Act.

28. DISCLAIMER AND FORWARD-LOOKING STATEMENT

The statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts 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 global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

29. ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation for the continued co-operation, support and assistance provided by all the stakeholders including Companys employees, the financial institutions, banks, customers, vendors, members and other government departments and authorities.