tricom fruit products ltd share price Directors report


To,

The Members,

Your Directors have pleasure in presenting their 29%" Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2023.

1. Financial Results (Amt In Rs.)
Particulars 2022-2023 : 2021-2022
Profit/ (Loss) before Tax from discontinued Operation (11,28,897) : (12,26,936)
Tax Expenses of Discontinued Operations 0 0
Profit/(Loss) from discontinued Operations (11,28,897) : (12,26,936)
Profit for the year (1,129) (1,227)
Basic Earnings Per Share (0.06) (0.06)
Diluted Earning Per Share (0.06) (0.06)

2. Brief description of the Companys working during the year/State of Companys affair

The Companys operations have been discontinued and assets of the company have been sold by Edelweiss Asset Reconstruction. Therefore, income from operations was Nil. The Loss was Rs.11,28,897/-as compared to loss of Rs.12,26,936/- during the previous financial year.

3. Dividend

Due to the loss incurred during the year, the Board of Directors of your Company does not recommend any dividend for the Financial Year 2022-2023.

4. Reserves

Due to loss incurred during the year the amount is not transferred to reserves.

5. Share Capital

The paid up capital of the Company as on 31st March, 2023 was Rs.19,09,40,500. During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares and shares under Employees Stock Option Scheme.

6. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Chandrakant Joshi Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

Mr. Chandrakant Joshi re-appointed as Managing Director for a further period of five years subject to the approval of the members with effect from April 16,2024 This appointment is subject to the approval of the members in this Annual General Meeting of the Company.

Mr. Gajanan Posti and Mr. Sandeep Sutar re-appointed as an Independent Director of the Company w.e.f. April 16,2024 and April 22,2024 as an Independent Director of the Company in ensuing Annual General Meeting for his second term of appointment for consecutive period of five years.

Mrs. Sangeeta Chikane re designated as a Non-Executive Non Independent Director of the company subject to the approval of the shareholder in this Annual General Meeting with effect from September 1,2023 liable to retire by rotation.

Mr. Chetan Kothari CFO of the Company appointed as an Additional Director on 4%" April, 2023 and regularized as a Director by the shareholder in the Extra Ordinary General Meeting held on 16%" May, 2023.

The Company has received declarations from the Independent Directors of the Company confirming that they meet criteria of independence as prescribed both under the act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 2 (51) and 203 of the Act, the Key Managerial Personnel of the Company are Mr. Chandrakant Joshi, Managing Director, Mr. Chetan Kothari, Chief Financial Officer and Ms. Kajal Solanki, Company Secretary.

7. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel} Rules, 2014 are provided in the Annual Report is annexed as {(Annexure-l)

None of the employee was drawing remuneration in excess of the limits set out in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company at the registered office of the Company and the same will be furnished on request.

8. Meetings

During the year 7 Board Meetings and 5 Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of Committee.

The manner in which the evaluation has been carried out is explained as follows:-

Pursuant to the provisions of the Act and the SEBI Listing Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The following were the Evaluation Criteria:

a) For Independent Directors:

Knowledge and Skills

Professional Conduct

Duties, Role and Functions

Fulfillment of the Independence Criteria and their independence from the management

b) For Executive Directors:

Performance as Team Leader/Member

Evaluating Business Opportunity and analysis of Risk Reward Scenarios

? Set Key Goals and Achievements Professional Conduct and Integrity Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

10. Remuneration Policy

The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act,2013, is available on our website, at http://www.tricomfruitproducts.com/download/Remmuneration%20Policy.pdf .There has been a changes in the policy in this period under review. We affirm that the remuneration paid to the directors is as per the terms laid out in the Remuneration Policy of the Company.

11. Auditors and Auditors Report

M/s. A. K. Kocchar & Associates, Chartered Accountants, (Firm Registration No. 120410W), appointed as a Statutory Auditor of the Company by the Board of Directors on 4% April, 2023 and by the Shareholders in its Extra Ordinary General Meeting on 16% May,2023 to fill the casual vacancy of Statutory Auditor caused on resignation of M/s. Jain Anil & Associates to hold the office from April 4,2023 until conclusion of ensuing Annual General Meeting.

The Board of Directors of the Company at their meeting held on September 1, 2023, on the recommendation of the Audit Committee, have recommended the appointment of M/s. A. K. Kocchar & Associates, Chartered Accountants, (Firm Registration No. 120410W) as the Statutory Auditors of the Company, by the Members of the Company for a period of five consecutive years from the conclusion of 29th AGM till the conclusion of 34" AGM of the Company to be held in the year 2028 at a remuneration mutually decided between the Board of Directors and Auditor.

Pursuant to Section 139 of the Companies Act, 2013 and the rules framed thereunder, the Company has received written consent from M/s. A. K. Kocchar & Associates and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

Pursuant to SEBI Circular CIR/CFD/CMD1/114/2019 dated October 18,2019 If the auditor resigns after 45 days from the end of a quarter of a financial year, then the auditor shall, before such resignation, issue the limited review/ audit report for such quarter as well as the next quarter. Accordingly, M/s. Jain Anil & Associates have given Auditor Report for the quarter and year ended March 31, 2023.The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

12. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Hetal Doshi & Associates, Company Secretaries, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure Il to this report. The report is self-explanatory and do not call for any further comments.

13. Vigil Mechanism/Whistler Bowler Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Agreement a Vigil Mechanism/ Whistler Bowler Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy/ Whistler Bowler Policy has been uploaded on the website of the Company at http://www. tricomfruitproducts.com/download%5CWhistle%20Blower%20Policy.pdf

14. Risk Management Policy

The Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. A detailed excise is being carried out that the organization faces such as strategic, financial, credit, market, liquidity, legal, regulatory and other risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

15. Extract of Annual Return

The Annual Return as required under Section 92 and section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration} Rules, 2014 is available on the website of the Company at http://www .tricomfruitproducts.com/annual_report.html

16. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There is no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report Except Company has applied voluntarily for Corporate Insolvency Resolution Process application with NCLT Mumbai Bench under Section 10 of Insolvency and Bankruptcy Code, 2016 with the approval of Shareholders on 25% May,2022 and the Companys petition Under Section 10 Of Insolvency and Bankruptcy Code, 2016 was listed on 16th August,2023 before Honble NCLT Mumbai Bench wherein the Honble Bench directed Company to send Notices to Financial Creditors and Statutory Authorities. Above changes is not affecting the financial position of the company.

17. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

There are no other significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

18. Adequacy of Internal Financial Controls

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The Board addresses issues if any, raised by the Statutory Auditor in respect of Internal Financial Control.

19. Deposits

The details relating to deposits, covered under Chapter V of the Act,- (a) accepted during the year; Rs.0/- (b) remained unpaid or unclaimed as at the end of the year; Rs.0/-

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- (i) at the beginning of the year;Rs. . 2,76,31,881/- (ii) maximum during the year;Rs. 2,76,31,881/- (iii) at the end of the year;Rs. 0/- The details of deposits are in compliance with the requirements of Chapter V of the Act.

20. Particulars of loans, guarantees or investments under section 186 No loans, guarantee or investments made during the year. 21. Particulars of contracts or arrangements with related parties

All related party transactions done by the Company during the financial year were at arms length and in ordinary course of business. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for their necessary review and approval. During the financial year your Company has not entered into any material transaction (as per SEBI {Listing Obligation and Disclosure Requirements) Regulations, 2015) with any of its related parties which may have potential conflict with the interest of the Company at large. Disclosure pursuant to Accounting Standards on related party transactions have been made in the notes to the Financial Statements. To identify and monitor significant related party transactions Company has also framed a policy on the related party transactions and the same is available on the Companys website http://www. tricomfruitproducts.com/download%5CRelated%20Party%20Transactions%20Policy

pdf

22. Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing obligation and Disclosure Requirements) Regulation, 2015 annexed with the report.

23. Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31% March, 2023.

24, Disclosures Audit Committee

The Audit Committee comprises of Three Directors, 2(two) of them are Non-Executive and Independent Directors. All the Directors possess knowledge of corporate finance, accounts and company law. An Independent, Non-Executive Director acts as Chairman of the Committee Meetings. The Statutory Auditor are also invited to the meetings. The quorum of the Audit Committee is two members.

25. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

There is no requirement of Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and Rules made there under as employees are below the threshold limit.

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The Operation of the company is discontinued during the year so there is no usage of energy, technology absorption and foreign exchange earnings and outgo.

27. Human Resources

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

28. Directors Responsibility Statement

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that (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 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 and of the profit and loss of the company for that period; (c) the directors 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; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) 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.

29. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

Registered Office:
Gat No.336, 338-341, By Order of the Board
Village Andori, TalukaKhandala
ShirvalPandarpur Road,
Satara - 415521. Maharashtra
CIN : L67120PN1995PLC139099 Chandrakant Joshi Gajanan Posti
Managing Director Director
(DIN: 00050869) (DIN: 01127473)
Place: Mumbai
Date : 1 September, 2023