To,
The Members
TRIDENT TOOLS LIMITED
Your Directors present the Twenty Sixth Annual Report and Audited Financial Statements
of the Company for the year ended 31st March 2019.
FINANCIAL RESULTS
| Particulars |
For the Year ended 31st March, 2019 |
For the Year ended 31st March, 2018 |
| Income |
27,00,900 |
8,84,09,322 |
| Expenditure |
3,40,75,978 |
17,92,21,291 |
| Profit /(Loss) before Tax |
(3,13,75,078) |
(9,08,11,969) |
| Deferred Tax/Current Tax/ Excess/Short Provision relating to earlier years |
84,28,137 |
NIL |
| Profit/ (Loss) after Tax |
(3,98,03,215) |
(9,08,11,969) |
There is no change in the nature of business of the Company.
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2019-20
A Petition filed by Punjab National Bank on 30.11.2018 under Insolvency &
Bankruptcy Code, 2016.
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
Except the changes occurred during and subsequent to the financial year 2017-18, stated
hereinabove, no material changes and commitments has occurred after the close of the year
till the date of this report, which affect the financial position of the Company
Trident Tools Ltd has been going through very difficult times financially. All the
company operations are shut due and due to non-receipt of salaries all employees of the
company have left and it has not been possible to get new employees including company
secretary due to the bad condition of the company. As a result the company has during the
current year not been able to pay the BSE listing fees and also there has been a delay in
submission of certain information. Nevertheless the company has still completed all
compliances.
TRANSFER TO GENERAL RESERVE
There is no transfer to General Reserve during the year under consideration.
DIVIDEND
In view of losses incurred during the year 2018-19, the Board of Directors does not
recommend any dividend for the year under review
OPERATIONS
The company achieved revenue from operation of Rs. 27,00,900/- and a net loss of
Rs.3,40,75,978/- during 2018-19 against a revenue of Rs. 8,84,09,322/- and net loss of Rs.
9,08,11,969/- for the year 2017-18.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report on the business outlook and performance
review for the year ended March 31, 2019, as stipulated in Regulation 34 read with
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, is available as ANNEXURE-I a separate section which forms part of the Annual
Report.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS OR SWEAT EQUITY SHARES, OFFERING
OF ESOP AND BUY BACK OF SECURITIES
The Company has not issued equity shares with differential voting rights or sweat
equity shares. The Company has not offered any shares under Employee Stock Option Scheme.
The Company has not bought back any of its securities during the year under review.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS & ITS COMMITTEES
The Board of Directors have met Six times and Independent Directors once during the
year ended 31st March, 2019.
Composition of Audit Committee, Nomination and Remuneration Committee and Stakeholders
Relationship Committee of Directors, number of meetings of the Board and each Committee of
Directors held during the financial year 2018-19 and meetings attended by each Director as
required under the Companies Act, 2013, are provided in Corporate Governance Report
forming part of Annual Report.
The recommendations of the Audit Committee, as and when made to the Board, have been
accepted by it.
DIRECTORS AND KEY MANAGEMENT PERSONNEL APPOINTMENT & RESIGNATION
The CIRP was initiated against the Company on 28th September, 2019 and pursuant to
Section 17 of the IBC, the powers of the Board of Directors of the Company stood
suspended, and such powers are vested with the Resolution Professional, Mr. Nitin
Viswanath Panchal. The outcome of the CIRP may result in change in the Board of Directors
of the Company followed by reconstitution of the statutory committees of the Board of
Directors of the Company.
There are Changes in Directors and Key managerial personals.
Mr. Satish K Marathe, Non-Executive Independent Director of the Company, resigned from
the Board of Directors of the Company w.e.f. 14th August, 2018 due to personal reasons.
The Board placed on record its deep appreciation for the guidance & support provided
by him for the overall growth of the Company during his association with the company.
Ms. Bhagyashree M Bhutaka, Company Secretary and Compliance Officer of the Company,
resigned from the Company w.e.f. 3rd June, 2018.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
All the Independent Directors of the Company have furnished declarations that they meet
the criteria of independence as per the provisions of section 149(6) of the Companies Act,
2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure requirements)
Regulations, 2015.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performance, its
committees, and individual directors pursuant to the provisions of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of non-independent directors, the Board as a whole was evaluated in a
separate meeting of independent directors, taking into account the views of executive
directors and non-executive directors.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.
Internal Structured Questionnaire was prepared in accordance with the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017,
which were circulated to the Directors and/ or Committee Members for their feedback/
comments. The Confidential Questionnaire was responded to by the Directors and their
feedback/ comments were received on how the Board currently operates and how it can
enhance its effectiveness.
The Board of Directors has expressed its satisfaction with the evaluation process.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
(a) that in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if any;
(b) that the Directors have 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 / loss of the Company for that period;
(c) that the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) that the Directors have prepared the annual accounts on a going concern basis;
(e) 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;
(f) that 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.
EXTRACT OF ANNUAL RETURN
Pursuant to Sections 134(3)(a) and 92(3) of the Companies Act, 2013 read with Rule
12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the
Annual Return in Form No. MGT 9 is attached herewith as ANNEXURE-II and forms part
of this Report.
STATUTORY AUDITORS
M/s. Bagaria & Co. LLP, Chartered Accountants (Firms Registration No.
113447W/W-100019), were appointed as the Statutory Auditors of the Company for second term
to hold office from the conclusion of Annual General Meeting held on 30th September, 2019
until the conclusion of the Annual General Meeting to be held in the year 2024.
COST AUDITORS
The provisions for appointment of Cost Auditors are not applicable to Company.
SECRETARIAL AUDITORS
The Board, pursuant to section 204 of the Companies Act, 2013 read with rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any
statutory modification(s) or re-enactment thereof, had during the year, appointed
M/sAggarwal M & Associates, Company Secretaries, to conduct secretarial audit of the
Company for the financial year 2018-19. The Secretarial Audit Report for the financial
year ended March 31, 2019 is attached herewith marked as ANNEXURE-III to this
report.
AUDIT REPORT AND SECRETARIAL AUDIT REPORT
There are qualifications, reservation or adverse remark in the Statutory Audit Report
and Secretarial Audit Report which is stated in the report.
CORPORATE GOVERNANCE
Your Company reaffirms its commitment to Corporate Governance and is fully compliant
with the requirements relating to Corporate Governance. A report on Corporate Governance
pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 form part of the Annual Report.
COST RECORDS
The Central Government has not prescribed maintenance of cost records for the Company
under Section 148(1) of the Companies Act, 2013.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND THEIR
ADEQUACY
Your Company has in place adequate internal financial controls with reference to
financial statements, commensurate with the size, scale and complexity of its operations,
which also ensures that all assets are safeguarded and transactions are authorized,
recorded and reported correctly. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. In the
Boards view, there are no material risks, which may threaten the existence of the
Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN END OF FINANCIAL YEAR AND DATE OF THIS REPORT
There is no material change and commitment affecting the financial position of the
Company which has occurred between end of the financial year under review and the date of
this Report.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Associate Company.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
There is no contract or arrangements made during the year with related parties which
requires disclosure under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014. Your Directors draw attention to Note No. 28 of
the financial statements which sets out related party disclosures.
PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY
During the year under review there is no loan given, investment made, guarantee given
or security provided by the Company covered under Section 186 of the Companies Act, 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS
No significant and material order has been passed by the regulators, courts and
tribunals impacting the going concern status and the Companys operations in future.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 regarding Corporate Social Responsibility are not
applicable to the Company.
DEPOSITS
During the year under review, the Company has not accepted any deposit covered under
Chapter V of the Companies Act, 2013 (i.e. Acceptance of Deposits by Companies) read with
the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF EMPLOYEES
None of the employees of the Company is drawing remuneration in excess of the limits
prescribed under Rule (5)(2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars specified in Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is given in the ANNEXURE-VI to this
Report and forms part of this Report.
VIGIL MECHANISM
The Company has put in place a Whistle Blower Policy to provide an open and transparent
working environment and to promote responsible and secure whistle blowing system for
directors and employees of the Company to raise concern. The Policy broadly cover
instances of fraudulent financial reporting, financial irregularities, misappropriation/
misuse of the company resources, manipulation of company data/ records, breach of
contract, etc. The Policy provides adequate safeguard against victimisation of
employee(s)/ director(s) who raise the concern and have access to Managing Director/
Chairman of Audit Committee who are entrusted to oversee the whistle blower mechanism.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT PERSONNEL
The Nomination & Remuneration Committee has framed a Policy in terms of the
provisions of Section 178(3) of the Act dealing with appointment and remuneration of
Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers
criteria for determining qualifications, positive attributes, independence and
remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013. The Company is committed to provide a work environment, which is free from
discrimination and unlawful harassment at workplace. An appropriate complaint mechanism in
the form of ‘Internal Complaints Committee has been created in the Company for
time-bound redressal of the complaint made by the victim.
The members of the Committee provide for the following measures for safety of the women
employees at workplace:
a) To formulate the Anti-Sexual Harassment Policy in order to ensure the prevention of
sexual harassment and safety of women employees at work place;
b) To conduct the meeting in case of any complaint received in writing from any women
employees, to settle the grievances and to ensure the proper compensation in case of any
misconduct, harassment with the women employees;
c) Provide a safe working environment at the workplace;
d) Organize workshops and awareness programmes at regular intervals.
There was no compliant received by the Company during the year under the aforesaid Act.
ACKNOWLEDGMENT
Your Directors would like to place on record their deep sense of gratitude to
Resolution Professional, Bankers, Government Authorities and Shareholders.
| For and on behalf of the Board of Directors of Trident Tools Limited |
|
| Narendra Gupta |
Ravi N Gupta |
| Wholetime Director |
Managing Director |
| DIN:00535619 |
DIN:00106681 |
| Date : 31/08/2019 |
|
| Place : Mumbai |
|
+91-9892691696
