To the Members of Trejhara Solutions Limited,
The Directors of Trejhara Solutions Limited ("your company"
or "the Company" or Trejhara) are pleased to present this Sixth Annual Report of
the Company, together with its Audited Financial statements for the year ended 31st
March, 2023("financial year under review").
1 FINANCIAL SUMMARY AND HIGHLIGHTS
The highlights of the Consolidated and Standalone Financial Statements
are detailed hereunder. The Companys financial performance for the financial year
ended 31st March 2023 as compared to the previous financial year ended 31 st March 2022 is
summarized below:
Particulars |
Consolidated |
Standalone |
|
31-03-2023 |
31-03-2022 |
31-03-2023 |
31-03-2022 |
Revenue from operations |
6,874.96 |
5,837.28 |
5,322.64 |
4,394.63 |
Profit/(Loss) Before Tax and |
(7,529.68) |
1,368.91 |
1,218.55 |
926.48 |
Exceptional Item |
|
|
|
|
| Less: Exceptional Item |
22,565.57 |
- |
9,050.58 |
- |
Profit/(Loss) Before Tax |
(30,095.25) |
1,368.91 |
(7,832.03) |
926.48 |
Tax Expense: |
|
|
|
|
| Current Tax |
332.01 |
292.32 |
314.80 |
261.30 |
| Deferred tax Charge/(Credit) |
(514.39) |
(19.71) |
4.53 |
(19.71) |
Profit/(Loss) After Tax |
(29,912.87) |
1,096.30 |
(8,151.36) |
684.89 |
Earnings Per Equity Share |
|
|
|
|
| Basic and Diluted () |
(253.15) |
9.28 |
(68.98) |
5.80 |
2. MATERIAL CHANGES & COMMITMENTS
There are no material changes or commitments affecting the financial
position of the Company between the end of the financial year and the date of the report.
There was no change in companys nature of business during the financial year 2022
23.
3. DIVIDEND AND RESERVES
The Board has not recommended any dividend for the F.Y. 2022-23.
4. STATE OF COMPANYS AFFAIRS
The Consolidated revenue of the company for the year ended 31st March,
2023 stood at 6,874.96 lakhs showing the positive uptick on the revenue side. The
Company continues its efforts to build robust IP based solutions and with increased
momentum towards digitization. The changes in business outlook over the years, the
management has re-assessed its strategies and has taken impairment in some of its assets.
The Company has tested for impairment of certain overseas intangible assets under
development by creating an impairment provision amounting to 8,625.72 and it has
also restructured and brought down the value of the assets (net) to the extent of
22,565.57 lakhs which has been categorized as an exceptional item in the financial
statements for year ended31 st March, 2023.
5. CAPITAL
During the year no further capital was raised by the Company.
6. SUBSIDIARIES
As on 31st March,2023, the Company had One (01) Indian
Subsidiary and 02(Two) Foreign Subsidiaries. The provisions of SEBI LODR Regulations, with
reference to subsidiaries were duly complied by the Company. 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 financial statements of
the Company.
7. ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7
in accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, would be available on the website of the Company at
www.trejhara.com.
8. 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 Secretaries, confirming the
compliance with the conditions of corporate governance has been included in the said
Report.
9. 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.
10. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company believes that the Corporate social responsibility is the
commitment of businesses to contribute to sustainable economic development by working with
local community and society at large, to improve their lives in ways that are good for
business and for development.
The CSR Committee of the board overseas the implementation of CSR
Projects in line with CSR Policy. 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 10 lakhs
(Ten Lakhs) to Kalawati Devi Memorial Charitable society, trust based in Mumbai having
registration no. F-0072761 for providing education, hostel for students, welfare of
society and women empowerment, vocational training, health related activities as per
provisions of Sec. 135 of the Act.
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/recommends the budget for
funding various charitable activities and the recommends the contributions to be made to
various initiatives.
The disclosures, as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, has been enclosed to this Report as "Annexure
1".
11. INTERNAL FINANCIAL CONTROL SYSTEM & THEIR ADEQUACY
The Company has an internal control system which commensurate with the
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.
12. DIRECTORS RESPONSIBILITY STATEMENT
Based on the work performed by the auditors and consultants including
the reviews performed by the Management of the Company, the Board is of the opinion that
internal financial controls were adequate during the financial year 2022-2023.
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 affairsof trueand view thestate the company at the end of the financial year
31st march, 2023 and of the profit and loss of the company for that period; iii. The
directors had taken proper and sufficientcare for the maintenance of adequate accounting
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; v. The
directors,hadlaiddowninternalfinancial 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.
13. DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)
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. The information as required to be disclosed under
regulation 36 of the LODR and brief profile of director in case of reappointment of
director is incorporated in explanatory statement of AGM Notice forming part of the Annual
Report.
Re-appointment/ Retirement of Independent Director
The term of Dr. Mahendra Mehta is set to expire on 27th August, 2023.
He is eligible and offers himself for re-appointment. The Board will follow the requisite
procedures for re-appointment of independent director for second term of five consecutive
years.
The term of Mrs. Kalpana Sah is set to expire on 27th August, 2023.
However due to personal commitment, she is not seeking re-appointment for a further term.
The Board will appoint new independent director in the prescribed timeline under the
provisions of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015.
Key Managerial Person
Mr. Nilesh Kharche has resigned from the post of Company Secretary and
Compliance Officer with effect from 07th July, 2023 and in his place Mr. Shardul Inamdar
has been duly appointed as Company Secretary and Compliance Officer with effect fromth
August,2023 by the Board of Directors of the Company. 10 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. Vimal Garachh,
Chief Financial Officer and Mr. Shardul Inamdar, Company Secretary.
14. PERFORMANCE EVALUATION
The Companys policy relating to the appointment and remuneration
of Directors, KMPs and other employees including criteria for determining qualifications,
under the Corporate Governance Report which forms part of this Annual Report. The Board of
Directors annually evaluates its own performance and that of its committees and Individual
Directors.
The Board has formulated the Nomination and Remuneration Policy for
selection and appointment of Directors, senior management personnel and their
remunerations.
15. MEETINGS
During the year under review, the Board met four times. For details of
meetings of the Board, please refer to the Corporate Governance Report, which is part of
this report.
16. COMMITTEES
As on the date of this report, the Board has following committees
applicable under the Act/LODR: i) Audit Committee; ii) Nomination and
Remuneration/Compensation Committee; iii) Stakeholder Relationship/Investor Grievance and
Share Transfer Committee; and 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.
17. 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 concerns. This policy is available on the website of
the Company at www.trejhara.com.
18. RISK MANAGEMENT POLICY
The Company has formulated a comprehensive Risk Management Policy to
identify, assess and mitigate various risks associated with the Company. The detailed
section on business risks and opportunities forms part of Management Discussion and
Analysis Report, which forms part of the Annual Report.
19. 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. 37 to the standalone
financial statements forming part of this annual report.
20. PARTICLUARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In compliance with the provisions concerning related party transactions
as prescribed under SEBI (Listing obligations and disclosures requirements) Regulations
2015, The Companies Act 2013 and other applicable provision, the board of directors and
Audit committee has formulated a policy which provides framework for regulating the
transactions between Trejhara and the related parties and group companies. The policy
called ‘TSL- Policy on Related Party Transactions is available on the website
of the company (www.trejhara.com). This policy puts emphasis on the governance,
transparency & reporting as their critical elements for regulating the related party
transactions.
It is confirmed that a) All the transactions with related parties,
during FY 23, were in conformity with the ‘TSL- Policy on Related Party
Transactions and were approved by the Audit committee and the Board of Directors in
the manner prescribed under the Policy. b) The Audit committee had granted omnibus
approved for certain related party transactions of repetitive in nature, at the beginning
of FY 23. The details of such transactions were placed before the Audit committee on
quarterly basis. c) The Audit committee has laid down the criteria for determining
material related party transactions. The details of all material related party
transactions are available in Form AOC-2 forming part of this Annual Report.
The details of transactions entered into with the related parties are
disclosed in the note no. 42 to the stand-alone financial statements forming part of this
21. PUBLIC DEPOSITS
During the year, the Company has neither invited nor accepted any
public deposits.
22. AUDITORS AND THEIR REPORTING
M/s. Bansi Khandelwal & Co, Chartered Accountants (Firm
Registration No. 145850W) were appointed as Statutory Auditors of the Company for a period
of four years at the Fourth Annual General Meeting ("AGM") held on 24th
September, 2021 to hold office till the conclusion of Eighth AGM.
Further, in terms of the Regulation 33(1)(d) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing
Regulations), the Statutory Auditors of your Company are subjected to the Peer
Review Process of the Institute of Chartered Accountants of India (ICAI). M/s. Bansi
Khandelwal & Co, that they hold a valid certificate CharteredAccountantshaveconfirmed
issued by the ‘Peer Review ICAI and have provided a copy of thesaidcertificateto .
your Companyforreference andrecords The Audit Report does not contain any qualifications
and adverse remarks .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.
23. SECRETARIAL AUDIT
Pursuant to the requirements of Section 204(1) of the Act read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed M/s. Yogesh D. Dabholkar & Co, Company Secretary,
Company Secretary in Practice to conduct the Secretarial Audit for the financial year
under review. The Report of the Secretarial Audit is annexed herewith as "Annexure
2".
The observations raised by the Secretarial Auditor and Boards
response thereto are as under: a) Observation:
Two Material related party Transaction entered by the Company for which
Company was required to obtain prior approval of shareholders as per Regulation 23(4) of
LODR Regulation.
Companys Response:
The Company is seeking the approval from the shareholders at the
forthcoming annual general meeting. b) Observation: Filing formalities relating to
appointment of One Independent Director of the Company, on the Board of Unlisted Material
Subsidiary in Bahrain are yet to be completed.
Companys Response:
The appointment of Independent Director on the board of unlisted
material subsidiary in Bahrain was approved and the filing formalities are in process.
c) Observation:
80% of Consolidated Assets were not subject to audit for March, 22
quarter and limited review for June 22, September 22 and December 22 quarter.
Companys Response:
The company has endeavored to comply with the said requirement to the
extent in respect of consolidated revenue, profits.
24. PARTICLUARS 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, 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@trejhara.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
3".
25. 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 of the Companies (Accounts) Rules, 2014, the Directors furnish herein below the
required additional information: 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. 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.
Foreign Exchange Earnings and Outgo:
The details of foreign exchange earned and spent by the Company during
the year are given below:Earnings in Foreign Currency
( in lakhs)
Particulars |
31st March, 2023 |
31st March, 2022 |
| Revenue From Operations |
1,084.02 |
1,025.56 |
Total |
1,084.02 |
1,025.56 |
Expenditure in Foreign Currency (on accrual basis)
( in lakhs)
Particulars |
31st March 2023 |
31st March, 2022 |
| Software License and Service cost |
10.85 |
10.80 |
| Travelling and Other Expenses |
18.95 |
23.50 |
Total |
29.80 |
34.30 |
Dividend remitted in Foreign Currency
( in lakhs)
Particulars |
31st March 2023 |
31st March, 2022 |
| (i) Dividend relating to 2021-22 remitted in
Foreign Currency |
5.12 |
- |
| (ii) No.of Non resident Equity Shareholders |
2 |
- |
| (iii) No.of Equity Shares held by them |
10,23,902 |
- |
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place necessary 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.
27. 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.
28. COST RECORDS
The Company is not required to maintain cost records specified by
Central Government under section 148(1) of the Act.
29. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS
The Company hereby affirms that during the year under review, the
Company has complied with all the applicable Secretarial standards i.e. SS-1 and SS-2,
relating to ‘Meetings of the Board of Directors and ‘General
Meetings respectively (including any modifications or amendments thereto) issued by
the Institute of Company Secretaries of India.
30. 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.
31. 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
For and on behalf of the Board of Directors
Sd/-
Amit Sheth
Chairman & Whole Time Director
Place : Navi Mumbai
Date : 10th August, 2023
Registered Office:
Unit No. 601, Sigma IT Park,
Plot No. R-203, R-204, T.T.C. Industrial Estate,
Rabale, Navi Mumbai -400701.
+91-9892691696
