Trejhara Solutions Ltd Directors Report.

To the Members of Trejhara Solutions Limited,

The Directors are pleased to present the Second Report for the period ended 31st March 2019, together with its audited financial statements for the year ended 31st March 2019.

The highlights of the Standalone Financial Results are as under:

31st March 2019 31st March 2018
Revenue from operations 2,725.64 2,154.09
Other income 1,315.59 567.40
Total income 4,041.23 2,721.49
Expenses
Operating expenses 563.10 79.65
Employee benefits expense 1,878.53 1,763.97
Finance costs 217.00 218.06
Depreciation and amortization expenses 77.50 204.76
Other expenses 479.53 239.95
Total expenses 3,215.66 2,506.39
Profit before taxation 825.57 215.10
Income tax expense:
(a) Current tax 235.00 122.00
(b) Deferred tax credit 73.87 (120.69)
Profit After Tax 516.70 213.79
Other Comprehensive Income (net of tax) 45.79 4.70
Total Comprehensive Income 562.49 218.49

The highlights of the Consolidated Financial Results are as under:

(Rs. In Lakhs)

31st March 2019 31st March 2018
Income
Revenue from operations 7,722.93 8,751.32
Other income 621.55 47.65
Total income 8,344.48 8,798.97
Operating expenses 3,199.59 4,565.20
Employee benefits expense 2,249.09 1,977.97
Finance costs 593.84 524.99
Depreciation and amortization expenses 95.62 224.12
Other expenses 659.59 760.69
Total expenses 6,797.73 8,052.97
Profit before tax, minority interest and exceptional item 1,546.75 746.00
Less: Exceptional item - -
Profit before tax and minority interest 1,546.75 746.00
Income tax expense:
(a) Current tax 246.27 153.25
(b) Deferred tax credit 71.25 (125.65)
Profit after Tax 1229.23 718.40
Other Comprehensive Income (net of tax) 94.85 (9.71)
Total Comprehensive Income 1324.08 708.69
    1. MATERIAL CHANGES AND COMMITMENTS
    2. During the year, 2017-18, the Company and Aurionpro Solutions Ltd ("Aurionpro") had entered into the Scheme of arrangement for demerger of certain of Aurionpros businesses (" the Scheme") viz: Interactive Customer Communication (Interact DX) and Supply Chain Management Solution (Logistics) into the Company. The Scheme was approved by the Honble National Company Law Tribunal and the same became effective during the year on 2nd August 2018. The Appointed Date for the said demerger was 31st March 2017. The accounting effect on account of the said demerger was carried out in the financial statements for the year ended 31st March 2018.

      The Company has completed the formalities envisaged under the Scheme including the allotment of shares as well as the listing of the Company on stock exchanges. Accordingly, the shares of the Company are listed on the BSE Limited and National Stock Exchange of Limited vide their approval dated 26th December 2018.

      Apart from above, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statements relate and the date of this report.

    3. DIVIDEND & RESERVES
    4. The Board of Directors ("the Board"), after taking into account the growth and operational requirements, has recommended dividend at the rate of Rs. 0.50/- per equity share (5%) for the financial year ended 31st March 2019. The total payout towards dividend and tax thereon will be Rs. 71.23 Lakhs.

      The Members may approve the proposed dividend.

    5. STATE OF COMPANYS AFFAIRS
    6. Upon completion of the demerger and related activities, the Company has been aggressively strengthening its sales and marketing activities in order to explore the opportunities available in markets and the Board is hopeful to see the positive results in the upcoming years. The details of operational and financial performance are covered at length in the Management Discussion and Analysis section forming part of this Report.

    7. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
    8. The details of the subsidiaries /joint ventures / associate companies have been provided in MGT-9, which forms part of this Directors Report.

    9. EXTRACT OF ANNUAL RETURN
    10. The extract of the annual return for FY 2019 is given in "Annexure 1" in Form No. MGT-9, which forms part this report. In addition, the Annual Return will also be available on the website of the Company at http://www.trejhara.com/investors/.

    11. CORPORATE GOVERNANCE
    12. 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, 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.

    13. CORPORATE SOCIAL RESPONSIBILITY (CSR)
    14. In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 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 https://www.trejhara.com/investors/.

      Section 135 (5) requires the companies covered to spend at least two per cent. of the average net profits of the company made during the three immediately preceding financial year in pursuance of the corporate social responsibility policy. However, this being the second financial period, the expenditure as envisaged under the said section is not applicable to the Company.

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

    15. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
    16. Management Discussion and Analysis for the year under review, as required under Regulation 34 (2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been covered in a separate section forming part of this Annual Report.

    17. INTERNAL CONTROL SYSTEM & THEIR ADEQACY
    18. 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. The Company is not required to maintain cost records specified by Central Government under section 148(1) of the Companies Act - 2013.

    19. DIRECTORS RESPONSIBILITY STATEMENT
    20. In terms of the provisions of Section 134(3)(c) of the Act, the Board confirm that:

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

      3. 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 31st March 2019 and of the profit and loss of the Company for that period;
      4. 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;
      5. the Directors had prepared the annual accounts on a going concern basis; and
      6. 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.
      7. 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.
    21. DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)
    1. Board of Directors
    2. At the beginning of the year 2018-19, Mr. Samir Shah resigned from the Company in order to devote his focus on the cyber security business.

      The Board wishes to express its gratitude and place on record its appreciation for the valuable contribution and guidance provided by Samir Shah, during his stint as Director on the Board of the Company.

      As on the date of this Report, the Board of the Company consists of four Directors (i) Mr. Amit Sheth who is the Chairman and the Whole Time Director, (ii) Mr. Paresh Zaveri Non-executive Director (iii) Dr. Mahendra Singh Mehta and

      (iv) Ms. Kalpana Sah, Independent Directors.

      All Independent Directors have given declarations affirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

      The information as required to be disclosed under regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("the LODR") in case of reappointment of director is provided in Corporate Governance Report forming part of the Annual Report.

      During the year, Mr. Amit Sheth, Director was appointed as the Chairman and Whole-Time Director of the Company with effect from 20th December 2018. The appointment of Mr. Amit Sheth as the Whole Time Director is subject to and may be confirmed by the members at the forthcoming Annual General Meeting. The detailed profile of Mr. Amit has been included in the Notice of the 2nd Annual General Meeting.

      Pursuant to the provision of Section 152(6) of the Companies Act, 2013, and article 123 &124 of the Articles of Association of the Company, Mr. Paresh Zaveri, Director, retire by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The detailed profile of Mr. Paresh Zaveri has been included in to the Notice of the 2nd Annual General Meeting.

    3. KMP

During the year, Mr. Nilesh Kharche was appointed as the Company Secretary w.e.f. 6th August 2018. Further, Mr. Amit Sheth was appointed as the Whole Time Director of the Company w.e.f.20th December 2018.

Further Mr. Vimal Garachh was appointed as the Chief Financial Officer of the Company w.e.f. 1st June 2019.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, 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.

    1. PERFORMANCE EVALUATION
    2. 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 http://www.trejhara. com/investors/.

    3. MEETINGS
    4. During the year the Board met nine 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.

    5. COMMITTEES
    6. As on the date of this report, the Board has four committees:

      Audit Committee;

      Nomination and Remuneration/Compensation Committee;

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

    7. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
    8. 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 http://www.trejhara.com/investors/.

    9. RISK MANAGEMENT POLICY
    10. 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 http://www.trejhara.com/investors/.

    11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
    12. The details of loans, guarantees and investments, covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given under the notes to the standalone financial statements forming part of this annual report.

    13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
    14. 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 http://www.trejhara.com/investors/.

    15. PUBLIC DEPOSITS
    16. During the year, the Company has neither invited nor accepted any public deposits.

    17. AUDITORS AND AUDIT REPORT
    18. At the first AGM held on 28th August 2018, the Members has approved the appointment of M/s Bajrang Paras & Co., Chartered Accountants, (Firm Registration No.118663W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the sixth consecutive AGM. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from 7th May 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

      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.

    19. SECRETARIAL AUDIT
    20. Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and introduction of Regulation 24A in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 w.e.f. 01st April 2019, every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report given by a company secretary in practice, in such form as may be specified with effect from the year ended 31st March 2019.

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

      Observation : The Company did not have Chief Financial Officer (CFO) as per the provisions of Section 203 of Companies Act, 2013 during the audit period.
      Response : Company has appointed the Chief Financial Officer of the Company with effect from 1st June 2019.
      Observation : Limited review and audit reports submitted to the stock exchange(s) by Company on a quarterly and annual basis are given by an auditor who has subjected himself to the peer review process of Institute of Chartered Accountants of India.
      Response : The Auditors have subjected themselves and are undergoing into peer review process.
      Observation : The Company had not intimated Contact details of Key Managerial Personnel for the purpose of determining materiality and Original Code of practices and procedures for fair disclosure of unpublished price sensitive information to the Stock Exchanges during the audit period.
      Response : The Company had intimated to the Stock Exchanges contact details of Key Managerial Personnel for the purpose of determining materiality on 29th May 2019. The Company has approved the Original Code of practices and procedures for fair disclosure of unpublished price sensitive information at their Meeting held on 6th August 2018 at that time the entity was not listed. The Company has further amended the said Code on 25th March 2019 and intimated the same to the Exchanges promptly thereafter.

      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 2".

    21. PARTICULARS OF EMPLOYEES
    22. 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 at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

      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".

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

In terms of section 134(3)(m) of the Companies Act, 2013, read with rule 8 of the Chapter IX 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 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 period are given below:

Earnings in foreign currency (on accrual basis) (Rs. In lakhs)

Particulars FY 2019 FY 2018
Revenue from operations 446.79 425.80
Interest and other income 372.05 284.77
Total 818.84 710.57

Expenditure in foreign currency (on accrual basis) (Rs. In lakhs)

Particulars FY 2019 FY 2018
Software licence and services cost 43.70 13.43
    1. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
    2. The Company has framed a Policy as required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year, an Internal Complaints Committee (ICC) has been set up by the Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, there were no incidents of sexual harassment reported in the Company.

    3. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
    4. There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

    5. COST RECORDS
    6. The Company is not required to maintain cost records specified by Central Government under section 148(1) of the Companies Act, 2013.

    7. DISCLAIMER AND FORWARD-LOOKING STATEMENT
    8. 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.

    9. 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.

For and on behalf of the Board of Directors
Amit Sheth Paresh Zaveri
Chairman & Director Director

Place: Navi Mumbai Date : 9th August 2019

Registered Office:

Unit No. 601, Sigma IT Park,

Plot No. R-203, R-204,T.T.C. Industrial Estate, Rabale, Navi Mumbai -400701.