Trend Electronics Ltd Directors Report

To

The Members

Trend Electronics Limited

The Resolution Professional present the 30th Board’s Report of your Company, along with the Balance Sheet, Statement of Profit and Loss and Statement of Cash Flow for the financial year ended 31st March, 2020.

INFORMATION ON CORPORATE INSOLVENCY RESOLUTION PROCESS

The Hon’ble National Company Law Tribunal, Mumbai Bench ("NCLT"), vide its order dated 25th September, 2018 ("Order"), admitted the application for initiation of corporate insolvency resolution process ("CIRP") filed by State Bank of India in respect of Trend Electronics Limited ("Corporate Debtor") in accordance with Section 7 of The Insolvency and Bankruptcy Code, 2016 (‘the Code’). Pursuant to the order, Mr. Dushyant C Dave was appointed as the Interim Resolution Professional. Subsequently, Mr.Dushyant C. Dave was appointed as Resolution Professional by the Committee of Creditors.

Pursuant to an application filed before the NCLT by State Bank of India and Mr. Venugopal N Dhoot in the Videocon Consolidation Matter under Section 60 (5) of the Code read with the rules and regulations framed there under, as amended from time to time, the NCLT vide its order ("Consolidation Order") dated 8th August, 2019 had admitted application allowing consolidation of CIRP petitions of 13 Videocon Group Companies to avoid conflicting of orders, if any.

However, it was ordered that the CIRP of Trend Electronics Limited shall run independently as the Company is capable of maintaining itself as a going concern. The NCLT vide its order 8th August, 2019, has appointed Mr. Divyesh Desai, having registration No. IBBI/IPA- 001/IP-P00169/2017-18/10338, as the Resolution Professional of the Corporate Debtors replacing the then erstwhile resolution professional.

In terms of Section 17 of the Code, on commencement of the CIRP, the powers of the Board of Directors of the Company stands suspended and the same are being exercised by the Resolution Professional (i.e. Mr Dushyant Dave from 25th September, 2018 till 7th August, 2019 and Mr Divyesh Desai from 8th August, 2019). The management of the affairs of the Company has also been vested with the Resolution Professional.

This report presents the business and operations of Trend Electronics Limited (‘the Company’), along with the audited financial statements and performance of the Company for the financial year ended 31st March, 2020.

FINANCIAL HIGHLIGHTS

The financial highlights for the year ended 31st March, 2020 and year ended 31st March, 2019, is summarized below:

(Rs. in Million)

Particulars	Financial Year ended 31st March, 2020	Financial Year ended 31st March, 2019
Revenue from Operations	376.27	1814.79
Other Income	6.02	7.05
Total Income	382.29	1821.84
Profit/(Loss) Before Finance Costs, Depreciation and Tax	(1,172.90)	(270.33)
Finance Costs	1,502.00	1,452.08
Depreciation and Amortization		201.45
Profit /(Loss) Before Tax	(2,674.90)	(1,923.86)
Profit /(Loss) for the Year/ Period	(2,674.90)	(1,923.86)

REASON FOR DELAY IN HOLDING ANNUAL GENERAL MEETING

The Ministry of Corporate Affairs ("MCA") vide Circular No. 20/2020, dated May 05, 2020 (G.C. 20/2020) had issued a clarification regarding holding of Annual General Meeting ("AGM") for the financial year ended on 31st March, 2020 through video conferencing ("VC") or other audio visual means ("OAVM") for the calendar year 2020, considering the rapid spread of Covid-19 in India, its declaration as pandemic by the World Health Organization and notified disaster by the Government of India.

Further, the MCA once again reiterated that the companies which are unable to hold their AGM for the financial year ended on 31st March, 2020 despite availing the relaxations provided in the G.C. 20/2020 ought to file their applications in form No. GNL-1 for seeking extension of time in holding of AGM for the financial year ended on 31.03.2020. Subsequently, as a general relaxation, Registrar of Companies, Mumbai, had vide Order dated 08.09.2020 had extended the time to hold the AGM by a period of 3 months from the due date by which the AGM ought to have been held in accordance with the provisions of the subsection (1) of Section 96 of the Act, without requiring the Companies to file application for seeking such extension by filing the prescribed Form GNL 1.

In view of the above extension, the Company ought to have convened and held its Annual General Meeting for the financial year ended 31st March, 2020 by 31st December, 2020.

The Company is in the advanced stage of corporate insolvency resolution process. Owing to the complexity of the same and the difficulties faced owing to Covid-19 virus pandemic and nonavailability of adequate resources, the entire day to day functioning of the Company has been hampered to a large extent.

As a result, the Finance and Accounts department of the Company found it difficult to finalize the aforesaid financial statements due to non-receipt/delay in receipt of mandatory information required for preparation, compilation and audit of the financial statements.

However, in view of the hardships faced by the Company in view of the numerous challenges involved in the process of CIRP coupled with the difficulties caused due to the Covid - 19 pandemic, as stated above, it was not possible for the Company to complete the finalization of the audited financial statements for year ended 31st March, 2020 and complete the formalities with regards to calling and convening the ensuing Annual General Meeting of the Company on or before 31st December, 2020.

Therefore an application was filed with the Registrar of Companies, requesting to grant approval for (i) not holding any annual general meeting in the calendar year 2020; and extension of time for holding the Annual General Meeting of the Company for the financial year ended on 31st March 2020, by a further period of 3 Months from 31st December, 2020, i.e. the date by which the Company ought to have conducted its Annual General Meeting in view of general exemption upto 31st March, 2021. No approval has been received as such from the Ministry.

PERFORMANCE REVIEW

The Company is primarily engaged in manufacturing and selling of Satellite set top box as well as cable Set top box. There was significant decline in the level of operations of the Company on account of severe strains on the working capital.

During the year under review, the Company has earned a total income of 382.29 Million as against Rs.1,821.84 Million for the previous financial year. Total Expenditure amounted to Rs.3,057.19 Million as against Rs. 3,745.70 Million for the previous year. Loss before tax stood at Rs.2,674.90 Million as against Rs.1,923.86 Million for the previous financial year. The Net Loss for the year under review is Rs.2,674.90 Million as against Net loss of Rs.1,923.86 Million for the previous financial year.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year under review.

DEPOSITS

Your Company has not accepted any Deposit within the meaning and the ambit of Chapter V, Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

DIVIDEND

In view of losses incurred, no dividend on shares is recommended for the year ended 31st March, 2020.

TRANSFER TO RESERVES

In view of losses incurred, the Company does not propose to transfer any amount to reserves.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the Company was required to transfer the unclaimed dividend pertaining to the financial year 2009-10 of Rs. 425,536/- and in pursuance to the provisions of Section 124(6) of the Companies Act, 2013 and the IEPF Rules, the Company was required to transfer 425,536 equity shares to Investor Education and Protection Fund (IEPF), in respect of which dividend has not been claimed However, in absence of clarity consequent to commencement o CIRP, the Company couldn’t transfer the unclaimed dividend to the Investor Education and Protection Fund ("IEPF"). Further, the equity shares are not yet transferred to IEPF due to procedural issues.

The Company is in the process of seeking clarity and transferring the said amount to IEPF. The Company has not declared any dividend since the financial year ended December, 2011 and therefore, there was no requirement to transfer unclaimed dividends to IEPF for the subsequent year(s).

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture anc associate companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD COMPOSITION

As at the commencement of the year, the composition of the Board of Directors was as follows:

Directors	Category
Mr Vivek D Dharm	Non Executive Independent Director
Mr Kiran Patwardhan	Non Executive Independent Director
Mr Chandrakant S Jyoti	Non Executive Independent Director
Mrs Smita V Dharm	Non Executive Director

CHANGES IN DIRECTOR AND KEY MANAGERIAL PERSONNEL

Mr. Vivek D Dharm, an Independent Director on the Board of the Company, has completed his tenure as a Director on 29th June 2019 and, accordingly, ceased to be the Director of the Company. Similarly, Mr Chandrakant Sidram Jyoti who was appointed by the Board of Directors on 29th January, 2016 to fill the casual vacancy caused by the resignation of Mr Bhopinder K Chopra, and who continued to hold office till 13th August, 2019 ie., till the date Mr. Bhopinder K Chopra would have held office, ceased to hold office as an Independent Director of the Company.

Further, it has come to notice that, Mr. Kiran Patwardhan has been disqualified for a period of five years by the Registrar of Companies under Section 164 (2) of the Companies Act, 2013 effective 01st November, 2018 as updated on the portal of the Ministry of Corporate Affairs.

On this background, as on 31st March, 2020, there is only One Non Executive Director. The number of Companies in which she holds the memberships/chairmanships of Board Committees, as stipulated under SEBI (LODR) Regulations, 2015 is provided in the Corporate Governance Section of this Annual Report.

Ms. Prabhavi Mungee resigned as Company Secretary and Compliance Officer of the Company effective 7th June, 2019.

BOARD MEETING

No meeting of Board of Directors or Committee was held during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

As at 31st March 2020 there are no Independent Directors on the Board of the Company.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Smita V Dharm (07144712), will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Brief resume of the Director seeking re-appointment along with other details are disclosed in the Notice convening the Annual General Meeting.

INDEPENDENT DIRECTOR FAMILIARIZATION PROGRAMME

Familiarisation Programme imparted to Independent Directors has been given on the Company’s Website i.e. www.trendelectronics.in. However, as there were no independent directors post cessation of Mr. Vivek D Dharm, Mr. Chandrakant Jyoti and Kiran Patwardhan, no familiarisation programme was imparted to Independent Directors during the year under review and no meeting of the Independent Directors were held during the year under review as the Company is into CIRP and the powers of the Board stand suspended.

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

As the Company’s paid up equity share capital as on 31st March, 2019 does not exceed rupees ten crore and net worth does not exceed rupees twenty five crore, the Company is exempt from compliance of the provisions with regards to performance evaluation of the Directors for the year ended 31st March, 2020 in terms of Regulation 17 of SEBI (LODR).

Accordingly, the evaluation of Board, Committees and Directors was not carried out during the year under review and hence no such statement in terms of Section 134 (3) (p) of the Companies Act, 2013 is being furnished.

AUDITORS

STATUTORY AUDITORS :

M/s. S. Z. Deshmukh & Co., Chartered Accountants, Mumbai (ICAI Firm Registration No. 102380W) were appointed as Statutory Auditors for a period of 5 years at the 27th Annual General Meeting of the Company held on 29th September, 2017 to hold office till the conclusion of 32nd Annual General Meeting.

However, M/s. S. Z. Deshmukh & Co. have expressed their unwillingness to continue as Statutory Auditors of the Company owing to operational inconvenience caused due to the Covid-19 pandemic and lack of resources.

The Resolution Professional and the Committee of Creditors, on the 22nd of April, 2021, have noted and accepted the resignation of M/s. S. Z. Deshmukh & Co. The Committee of Creditors on the 27th of April, 2021, based on the recommendation of the Resolution Professional and subject to the approval of shareholders at the ensuing Annual General Meeting of the Company, has approved the appointment of M/s. SGCO & Co. LLP, Chartered Accountants, as statutory auditors of the Company to hold office till the conclusion of the 30th Annual General Meeting of the Company to be held in the year 2021.

As the Company is into CIRP, the Committee of creditors (CoC) has been vested with the decision making power under the IBC Code with regards to the affairs and management of the Company. Any decision taken by the CoC is binding on the Company and all the stakeholders. For the purpose of IBC, it is deemed that the approval of CoC is equivalent to approval of shareholders. As per Section 28 of the said Code, the appointment of M/s SGCO & Co. LLP, Chartered Accountants, has been approved by the CoC and the said approval is valid and binding on the Company and the statutory auditors. However, as a matter of abundant caution, approval of the shareholders is being sought at the ensuing annual general meeting.

As required under section 139 of the Companies Act, 2013, the Company has received a written consent and certificate from M/s. SGCO & Co. LLP, Chartered Accountants (Firm Registration Number:112081W), confirming that they satisfy the criteria provided under section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

The Resolution Professional has proposed the appointment of M/s. SGCO & Co. LLP, Chartered Accountants (Firm Registration Number:112081W), as the Statutory Auditors of the Company to hold office from the conclusion of the 30th Annual General Meeting of the Company till the conclusion of the 35th Annual General Meeting of the Company, at such remuneration as may be agreed upon between the Resolution Professional and the Auditors of the Company.

In terms of the Statement of Peer Review issued by the Institute of Chartered Accountants of India (ICAI), there is a system of Peer Review in place wherein the professional competence of Chartered Accountants is reviewed by peer reviewers appointed by the ICAI. The Securities & Exchange Board of India (SEBI) has also mandated that the limited review/statutory audit reports submitted to the concerned stock exchanges by the listed entities shall be given only by those auditors who have subjected themselves to peer review process and hold a valid certificate issued by the ‘Peer Review Board’ of the ICAI.

M/s. SGCO & Co. LLP, Chartered Accountants (Firm Registration Number:112081W), hold a valid "Peer Review" Certificate as issued by the ICAI.

AUDIT REPORT:

The Statutory Auditors M/s. S. Z. Deshmukh & Co. Chartered Accountants, Mumbai (ICAI Firm Registration No. 102380W) who were statutory auditors for the Financial Year ended 31st March, 2020 have submitted the Auditors’ Report, which have certain Qualifications on the Financial Statements for the period ended on 31st March, 2020.

The Chief Financial Officer of the Company has given explanation to the Auditors Qualifications and the same was noted by the Resolution Professional as under:

> The Company has not assessed or reviewed the plant and machinery and other fixed assets for impairment, not ascertained net realizable value of inventories and not ascertained the realizable value of unquoted investments. The RP has appointed valuers for valuation of assets including inventories and investments. The RP continues the process for ascertaining the realizable value of assets and necessary adjustments to the carrying value will be effected in due course. The impact of which is not ascertainable at this stage.

> The confirmations and reconciliations of balances of certain secured and unsecured loans, balances with banks, trade receivables, trade and other payables and loans and advances are pending. The management is in the process of obtaining confirmations and reconciliation of balances and ascertaining the impact of which is not ascertainable at present.

> The Company has made investments, given advances and has trade receivables aggregating to Rs 2,928.18 Million in group/affiliate companies, namely Videocon Industries Limited, Applicomp (India) Limited, VOVL Limited, Value Industries Limited, KAIL Limited, Sky Appliances Limited and Techno Electronics Limited, which have been referred to National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 by their lenders and subsequently admitted to Corporate Insolvency Resolution Process (CIRP). The actual amount of loss on these investments, advances and trade receivables are not ascertainable till the completion of resolution process of these group/entities.

> Pursuant to commencement of CIRP of the Company under Insolvency and Bankruptcy Code, 2016, there are various claims submitted by the financial creditors, operational creditors, employees and other creditors to the RP. Such claims can be submitted to the RP till the approval of the resolution plan by CoC. The overall obligations and liabilities including interest on loans and the principal amount of loans shall be determined during the CIRP. Similarly, claims of all creditors including MSME, will be treated as per approval of resolution plan.

> Due to various unavoidable circumstances inter-alia including voluminous activities under CIRP, lack of resources inter-alia including qualified staff having resigned pre-post CIRP, the company couldn’t submit the financial results for 31st March, 2018 and subsequent periods till date as prescribed under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However no impact of the same is envisaged in the financial statements.

> The Company has been unable to comply with the disclosure requirements of certain Indian Accounting Standards (Ind- AS) viz., IND-AS 109 pertaining to "Financial Instruments", IND-AS 36 pertaining to "Impairment of assets", IND-AS 2 pertaining to "Inventories" and IND AS - 16 pertaining to " Property, Plant And Equipment" due to the non-availability/ lack of resources in view of the ongoing CIRP. The Company has also not charged depreciation on Property, Plant and Equipment due to unavailability of information on account of lack of resources in view of the ongoing CIRP.

> The Company has been referred to National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 as amended and there are persistent severe strains on the working capital and there is considerable decline in level of operations of the Company and net worth of the Company as on the reporting date is negative and it continues to incur losses. The Company has received invocation notices of corporate guarantees given by it and also the personal guarantees of promoter directors have been invoked. The Company is a co-obligor and has received demand notices in respect of borrowings of other obligors/borrowers. Since Corporate Insolvency Resolution Process (CIRP) is currently in progress, as per the Code, it is required that the Company be managed as going concern during CIRP. Accordingly, the financial statements are continued to be prepared on going concern basis. The company continues the process for ascertaining the realizable value for its assets (including inventories and trade receivables) and necessary adjustments to the carrying value will be effected in due course, the impact of which is not ascertainable at this stage. The Company has also carried forward the Deferred

Tax Asset though there is no reasonable certainty of its realization in view of maintaining the Company as a going concern during the CIRP.

COST AUDITOR

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014 and amendments made thereto; from time to time, the Company has to appoint Cost Auditor to conduct audit of Cost Accounting Records maintained by the Company for the financial year commencing from 1st April, 2020 to 31st March, 2021. Further, in compliance with the provisions, the remuneration payable to the Cost Auditor has to be ratified by the members of the Company. However, since the cost auditor is yet to be appointed, the consent of the Members will be sought at the general meeting, as and when held.

The Company being admitted into CIRP and due to the unwillingness of some of the cost accountants to undertake cost audit of the records of the Company for the same reason, the Company failed to appoint Cost Auditor for the previous three financial year(s) and consequently, failed to file the Cost Audit Report for the financial years ended 31st March, 2018, 31st March, 2019 and 31st March, 2020.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex to its Board’s Report, a secretarial audit report from a Company Secretary in practice, in the prescribed form.

The Resolution Professional, in compliance with Section 204 of the Act, appointed Mrs. Gayathri R Girish, Company Secretary in Whole- time Practice, (CP No.: 9255) to carry out the Secretarial Audit for the financial period ended on 31st March, 2020. The Secretarial Auditor has made certain observations in her Secretarial Audit Report. The Report of the Secretarial Audit in Form MR-3 for the financial year ended 31st March, 2020 is marked as ‘Annexure- 1’and forms part of this Directors Report. The Secretarial Auditor in her report has raised certain observations.

In respect of observations raised by the Secretarial Auditor, the explanation of the management is as under:

> The non-filing of e-forms MGT 14, IEPF-2, Form INC 22A, DPT 3, DIR 12 and other forms as stated in the secretarial audit report annexed hereto, were on account of technical issues.

> The Company couldn’t transfer the unpaid/unclaimed dividend to IEPF, declared at the Annual General Meeting held on 29th June, 2011;

(ii) the shares in respect of which dividend is unclaimed or unpaid for than 7 years and which were due for transfer to IEPF is pending on account of lack of clarity consequent to commencement of CIRP.

> The non-filing of statement of unpaid and unclaimed amount to IEPF Authority was on account of non-receipt of adequate information from the officials of the Company and the procedural issues involved in relation to transfer.

> The delay in filing of E Form MGT 14 for appointment for secretarial auditor for Financial year ended 31st March, 2019, Form AOC 4 for Financial year ended 31st March, 2019 was on account of technical difficulty and procedural issues.

> Due to non-willingness of external professionals coupled with the liquidity issues, the Company has not been able to comply with the provisions of Section 203 of the Companies Act. 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with regards to the appointment of Managing Director, Whole Time Director, Chief Executive Officer or Manager, Company Secretary till the end of financial year under review. However, in the ensuing annual general meeting the Company is recommending appointment of whole time director from existing employees.

> The Company has not paid Listing Fees in terms of Regulation 14 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. In terms of the Code, the outstanding dues pertaining to pre-CIRP period are to be filed as claims and will be treated as per the provisions of IBC and accordingly payment is not made even though the same is pertaining to Listing Fees.

> Non appointment of a qualified company secretary with effect from 7th June, 2019 as per the provisions of Regulation 6 (1) of SEBI LODR Regulation, 2015 is owing to the Company being into CIRP and the reluctance/unwillingness of professionals to act as Company Secretary of the Company.

> Non-compliance of the provisions of Regulations 23 (9) with regards to disclosure of material Related Party Transactions within 30 days of publication of financial results, The Company has however, made a representation to the Stock Exchange on the 13th of January, 2020 requesting for exemption from Related Party Disclosure as the Company’s Paid up Capital does not exceed Rs 10.00 Crores and Networth does not exceed Rs 25.00 Crores as on the last day of the previous financial year ie, 31st March, 2019.

> Non compliance with the following provisions of SEBI (LODR), 2015were onaccount of technical difficulties, voluminous activities under CIRP, lack of resources inter-alia including qualified staff having resigned pre-post CIRP.

> The delay in compliance of certain provisions of SEBI(LODR), 2015 were account of delay in receipt of information/data from the Registrar or technical difficulties or lack of resources.

> Non filing of returns under FEMA were on account of absence of adequate information and data related to previous filings.

> Non appointment of cost auditor was on account of un-willingness of some of the cost auditors to undertake cost audit on account of admission of company into CIRP.

> The other observations or adverse remarks are self explanatory

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY, OCCURING AFTER THE BALANCE SHEET DATE AND AS AT THE DATE OF SIGNING THIS REPORT

There are no material changes and commitments affecting the financial position of the Company that occurred after the Balance Sheet Date and as at the date of signing of this report.

CONSERVATION OF ENERGY

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, for the year ended 31st March, 2020 is marked as ‘Annexure 2’ and forms part of this Directors Report.

HEALTH, SAFETY AND ENVRIONMENT

The health and safety of employees and workmen remain of utmost importance to the Company. There is no change in the already set and defined health and safety initiatives which were undertaken by Company prior to commencement of CIRP, which inter-alia includes:

> Ensuring maintenance and immediate actions in case of spillages and wet surface to avoid slip and trips.

> Waste water treatment and recycling of the same for gardening purposes.

> Round the clock occupational health center and ambulance with all medical devices.

> Timely disposal of waste and scrap materials.

INFORMATION TECHNOLOGY ~

The Company has robust Information Technology to ensure database management of set top box manufacturing and monitoring, right from the beginning of the assembly process till the finished product. The network application is also used for facilitating the storage and retrieval of the Set Top Box pairing elements.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION (SECTION 178)

The Company has in place the Nomination and Remuneration Committee. The Company has further formulated the Nomination and Remuneration Policy on directors’ appointment and remuneration including the criteria for determining qualifications, positive attributes and independence of directors. Further, the details pertaining to the Nomination and Remuneration Policy during the financial year ended 31st March, 2020 forms part of the Corporate Governance Report.

Risk management policy of the company ~

In line with the regulatory requirements, the Company has in place the Risk Management Policy to identify the risk elements and manage, monitor and report on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

CORPORATE SOCIAL RESPONSIBILITY POLICY

As per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company having networth of Rs. 500 Crore or more or turnover of Rs. 1,000 Crore or more or net profit of Rs. 5 Crore or more during the immediately preceding financial year shall ensure that it spends, in every financial year, atleast 2 (Two) percent of the average net profits made during three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy.

The Company has formed a Corporate Social Responsibility Committee in terms of provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The scope and composition of the Committee forms part of Corporate Governance Report.

However, during the financial year 2019-20, the Company was not required to spend any amount under its Corporate Social Responsibility policy as it has incurred losses in its preceding financial years and the Company is admitted into CIRP.

DETAILS OF FRAUDS REPORTED BY AUDITORS (OTHER THAN REPORTABLE TO CENTRAL GOVERNMENT)

There is no fraud/misconduct detected at the time of statutory audit by Auditors of the Company for the financial period ended on 31st March, 2020.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (LODR), disclosures relating to particulars of loans, guarantees given and investments made during the period is marked as ‘Annexure- 4’and forms part of this Directors Report.

DETAILS OF ESTABLISHMENT OF WHISTLE BLOWER CUM VIGIL MECHANISM

POLICY DIRECTORS AND EMPLOYEES

The Company has formulated a Whistle Blower Policy, where in the Employees / Directors / Stakeholders of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Company’s Code of Conduct. The policy provides for a mechanism to report such concerns to the Audit Committee through specified channels. This mechanism provides safeguards against victimisation of Employees, who report under the said mechanism. The Whistle Blower Policy complies with the requirements of Vigil Mechanism as stipulated under Section 177 of the Companies Act, 2013.

During the year under review, the Company has not received any complaints under the said mechanism. The Whistle Blower Policy of the Company has been displayed on the Company’s website www. trendelectronics.in.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS AS PER SECTION 188(1)

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no related party transactions made by the Company (except for remuneration to related parties) which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.

Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of disclosure of Related Party Transaction is marked as ‘Annexure-3’and forms part of this Directors Report.

The Policy on Related Party Transactions as previously approved by the Board is uploaded on the Company’s website www.trendelectronics.in.

CHANGES IN SHARE CAPITAL

During the year under review, there is no change in Paid up Share Capital of the Company

SUSPENSION OF TRADING OF SECURITIES

The Company’s Shares are suspended from Trading by Bombay Stock Exchange Limited due to Non-compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and penal reasons. As per stock exchange data, the last trading in equity shares took place on 16th April, 2018.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

As stated herein before, the Hon’ble National Company Law Tribunal, Mumbai Bench, vide its order dated 25th September, 2018 ("Order"), admitted the application for initiation of corporate insolvency resolution process ("CIRP") filed by State Bank of India in respect of Trend Electronics Limited ("Corporate Debtor") in accordance with Section 7 of The Insolvency and Bankruptcy Code, 2016 (‘the Code’). Pursuant to the order, Mr. Dushyant C Dave was appointed as the Interim Resolution Professional. Subsequently, Mr. Dushyant C. Dave was appointed as Resolution Professional by the Committee of Creditors.

Pursuant to an application filed before the "NCLT", Mumbai by State Bank of India and Mr. Venugopal N Dhoot in the Videocon Consolidation Matter under Section 60 (5) of the Code read with the rules and regulations framed there under, as amended from time to time, the NCLT vide its order ("Consolidation Order") dated 8th August, 2019 had admitted application allowing consolidation of CIRP petitions of 13 Videocon Group Companies to avoid conflicting of orders, if any. However it was ordered that the CIRP of Trend Electronics Limited shall run independently as the Company is capable of maintaining itself as a going concern. The NCLT vide its order 8th August, 2019, has appointed Mr. Divyesh Desai, having registration No. IBBI/IPA-001/IP-P00169/2017- 18/10338, as the Resolution Professional of the Corporate Debtors replacing the then erstwhile resolution professional.

In terms of Section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of the Company stands suspended and the same are being exercised by the Resolution Professional (i.e. Mr Dushyant Dave from 25th September, 2018 till 7th August, 2019 and Mr Divyesh Desai from 8th August, 2019). The management of the affairs of the Company has also been vested with Resolution Professional.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company promotes a healthy and congenial working environment irrespective of gender, caste, creed or social class of the employees and values every individual and committed to protect the dignity and respect of every individual. The Company has always endeavored for providing a better and safe environment free of sexual harassment at all its work places. During the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

INTERNAL FINANCIAL CONTROL

The Company maintains a system of internal control, including suitable monitoring procedures in various functional areas. The system is reviewed from time to time to update the same with changing requirement. Internal Audit of Company’s financial accounts and related records is conducted by in house internal audit team of the Company.

PARTICULARS OF EMPLOYEES PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as ‘Annexure - 5A’ and forms part of the Directors’ Report.

A statement containing, inter-alia, the names of top ten employees in terms of remuneration drawn and every employee employed throughout the financial year and in receipt of remuneration of Rs.102 lakhs or more and, employees employed for part of the year and in receipt of remuneration of Rs. 8.50 lakhs or more per month, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as ‘Annexure-5B’ and forms part of this Directors Report.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance as stipulated in the Listing Regulations 2015 is annexed in "Annexure 6" and forms an integral part of this Annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is marked as ‘Annexure- 7’and forms part of this Directors Report which provides full details of the operational performance and business analysis of the Company.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Secretarial Standards issued by the Institute of Companies Secretaries of India, as applicable to the Company, have been complied to the extent feasible.

RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the RESOLUTION PROFESSIONAL hereby submits the responsibility Statement :-

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

b. the Resolution Professional 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 period and of the loss of the company for that period;

c. in respect of CIRP period, the Resolution Professional 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 prior to the Commencement of the CIRP;

d. the Corporate Insolvency Resolution Process (CIRP) is currently in progress, as per the Code, it is required that the Company be managed as going concern during CIRP. Accordingly, the financial statements are continued to be prepared on going concern basis.

e. the internal controls as laid down prior to commencement of CIRP were continued to be followed by the Company post commencement of CIRP and the current internal financial controls, during the CIRP period, internal financial controls as reviewed by the Resolution Professional are adequate and are operating effectively; and

f. the Resolution Professional had devised proper systems to ensure compliance with the provisions of all applicable laws during CIRP and that such systems as reviewed by the Resolution Professional were adequate and operating effectively.

ACKNOWLEDGEMENT

The Resolution Professional would like to thank the Customers, Vendors, Investors, Financial Institutions, Bankers, Business Partners and Government Authorities for their continued support. The Resolution Professional also appreciates the contribution made by the employees at all levels for their hard work, dedication, cooperation and support.

The Resolution Professional would also like to thank all stakeholders for the continued confidence and trust placed by them with the Company.

For TREND ELECTRONICS LIMITED

(A Company under Corporate Insolvency

Resolution Process by NCLT order dated 25th September, 2018)

	DIVYESH DESAI
Place: Mumbai	Resolution Professional
Date: 12th August, 2021	IP No.10338