Trijal Industries Ltd Directors Report.

To,

The Members,

TRIJAL INDUSTRIES LIMITED.

Your Directors have great pleasure in presenting 30th Annual Report together with the Audited statement of Accounts for the year ended 31st March, 2021.

1. FINANCIAL HIGHLIGHTS:

Sr. No, SOURCES 31/03/2021 31/3/2020
1 Gross Income 15.28 15.28
2 Gross Operating Profit/(Loss) 1.43 2.52
3 Depreciation & Amortization 0.34 0.71
4 Profit/(Loss) Before Tax 1.08 1.81
5 Provision for Taxation / Deferred Tax 0.25 0.58
6 Profit/(Loss) After Tax 0.84 2.34
7 Other Comprehensive Income - Revaluation of Investments in Shares to Fair Market Value as per IND AS 1.61 (3.89)
8 Exceptional Items - -
9 Profit / (Loss) after Exceptional & Extraordinary Items 2.45 (1.55)
10 Net Profit/(Loss) Carried to Balance Sheet 2.45 (1.55)

2. CHANGE IN MANAGEMENT AND CONTROL:

Pursuant to open offer Dr. Adv. A. Samsudden, Dr. Muhemmed Swadique, Dr. Musallyarakatharakkal Safarulla, Al Salama Eye Research foundation and Dr. Rajesh P are classified as new promoters of the company and existing promoters are seeking reclassification subject to BSE and Shareholders approval in the ensuing annual general meeting as per Regulation 31A of SEBI (LODR) Regulations, 2015.

3. SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE

The Company proposed to shift their registered office from Maharashtra to Tamil Nadu, subject to approval of shareholders in the ensuing Annual General Meeting.

4. CHANGE OF NAME AND ALTERATION OF MAIN OBJECT CLAUSE OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION. Due to change in Management and control, the Company proposed to change of name and alteration of Main object clause of the Memorandum of Association of the Company, subject to approval of shareholders in the ensuing Annual General Meeting.

5. RESULTS OF OPERATIONS:

During the Year under review, the Company has made an operating profit before Tax of Rs.1.08 Lacs against a Profit of Rs.1.81 Lacs in previous year. However, the company has made a Profit after Tax of Rs.2.45 Lacs as against Loss in previous year of Rs. 1.55 Lacs after exceptional items. The company made marginal profits due to reduction in the expenses during the year. The company has recalculated its Investments in listed company shares as per the new Ind as applicable in India. As a result Rs. 1.61 lacs are added (Prv. Year Cost was reduced by Rs.3.89 Lakhs) to the cost of Investment as per current market rates (Fair Value) on stock exchange, which were adjusted trough other comprehensive income. The Board of Directors has taken above decision to bring up the Investments / Assets of the Company to its’ fair market value and present the affairs of the company at its real value.

6. DIVIDEND:

During the period, your Directors do not recommend any dividend for the year.

7. TRANSFER TO RESERVES:

During the financial year 2020-21, the Company has not transferred any amount to reserves.

8. CASH FLOW STATEMENTS:

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the financial statements and Annual Report.

9. SUBSIDIARIES & CONSOLIDATED FINANCIAL STATEMENTS

The Company had no subsidiaries during the financial year from 1st April, 2020 to 31st March, 2021 and hence required to publish Consolidated Financial Statements is NOT APPLICABLE

10. NUMBER OF BOARD MEETINGS:

9 (Nine) meetings of the Board were held during the year.

11. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company’s operations in future.

12. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITATIVES:

Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company. Therefore, Company has not developed and implemented policy on Corporate Social Responsibility.

13. COMMITTEES OF THE BOARD:

The Company’s Board has the following committees:

(1) Audit Committee.

(2) Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee). (3) Nomination and remuneration Committee.

14. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

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

ii. 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 or Loss of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the Annual accounts on a going concern basis.

v. 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.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

16. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules

17. INDEPENDENT DIRECTORS MEETING

The meeting of the Independent Directors was held on 14th February, 2021 as per schedule IV of the Companies Act, 2013.

18. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2021 is uploaded on the website of the Company and can be accessed at http://www.trijalindustries.com /

19. AUDITORS:

M/s Mukesh & associates Chartered Accountants, Mumbai (Firm Registration No. 106599W) were appointed as statutory auditors of the company, at the 27th Annual General Meeting held on September 28, 2018 for a period of 5 years- i.e. till the conclusion of 32nd Annual General Meeting to be held in 2023. However, as per Companies (Amendment) Act, 2017 notified on 7th May, 2018 the provisions regarding the ratification of Auditor in every AGM has been done away.

20. SECRETARIAL AUDITOR & REPORT

The Board of Directors of the Company has appointed Practicing Company Secretary; to conduct the Secretarial Audit for the financial year 2020- 2021. The Secretarial audit report for the financial year ended 31st March, 2021 is annexed to this Report in Annexure "A".

Observations and comment in Secretarial audit and management explanation to the said comments are as under:

The Company has not published notice of Board Meeting and financial results in English and regional language newspaper as per Regulation 47(1) a of Listing Obligations and Disclosure Requirements, Regulations, 2015.

Board’s Reply: Since the Company had non financial operations, as a measure of economy no results were published.

During the year, the Company has not appointed Internal Auditor as required Pursuant to provisions of Section 138 and other applicable provisions of the Companies Act, 2013 and Companies (Accounts) Rules, 2014.

Board’s Reply: The Board has appointed Internal Auditor for FDinancial Year 2021-22 and the default is made good.

During the year the Company has not maintained structural database as per SEBI Circular SEBI/HO/CFD/DCR1/CIR/P/2018/85.

Board’s Reply: Company is in process of complying with the same.

The Company has complied majority of Secretarial Standards 1 issued by The Institute of Company Secretaries of India.

Board’s Repy: Company has complied majority of the Secretarial Statndards and the Company is in process of implementing the same.

Due to improper composition of Board, the provisions of regulation 17 and Regulation 25(6) of SEBI (LODR), Regulations, 2015 read with Section 149 of the Companies Act, 2013 are not complied.

Board’s Reply: The Board has appointed independent Director after change is control and thus has complied with the relevant provisions as on date of siging of the Secretarial Audit Report.

During the year Company secretary was resigned w.e.f.26th May, 2020. The new company secretary was appointed w.e.f.12th November, 2020 subsequently she was resigned w.e.f. 13th January, 2021.

Board’s Reply: The Board has appointed Company Secretary and Complied with the same.

21. PUBLIC DEPOSITS:

During the period under review, the Company has neither accepted nor invited any Public deposits and hence the provisions of Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 are not attracted and the information relating thereto is nil.

22. PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration in excess of limits pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014.

23. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

(A) Conservation of energy: -

(a) The steps taken or impact on conservation of energy: N.A.

(b) The steps taken by the Company for utilizing alternate sources of energy: N.A. (c) The capital investment on energy conservation equipment: N.A.

(B) Technology absorption:

(1) The efforts made towards technology absorption: N.A

(2) The benefits derived like product improvement, cost reduction product development or import substitution: N.A

(3) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

(a) The details of technology imported: N.A

(b) The year of import: N.A

(c) Whether the technology been fully absorbed. N.A.

i. If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A.

ii. The expenditure incurred on Research and Development. N.A.

24. CORPORATE GOVERNANCE:

The company falls under the criteria 15(2) (a) of the Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 as the Paid-up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year.

As on 31st March, 2021, the Company’s Paid up Capital is of Rs. 5,01,61,000/- (Rupees Five Crore One Lakh Sixty Thousand only) and Net worth is of Rs. 66,20,644/- (Rupees Sixty-Six Lacs Twenty Thousand Six Hundred Forty-Four only).

Hence compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

? During the year Mr. Ashok T. Bhanushali (DIN: 03130730) Director of the Company is retiring by rotation & being eligible offers has offered himelf for re- appointment.

? The Board appointed Mrs. Jagruti S. Mane (DIN: 07685350) as an additional Non Executive Director of the Company w.e.f.29th September, 2020 she hold office upto the date of forthcoming Annual General Meeting. However the Nomination and remuneration committee of the Company has not recommended here appointement as a Directro of the Company at the ensuing Annual General Meeting. The Company has also not received a notice in writing from a Shareholder (Member) under Section 160 of the Companies Act, 2013 read with the rules made there under, proposing the candidature of Mrs. Jagruti Sandip Mane(DIN: 07685350) for the office of a Director in the esuing Annual General Meeting along with a Deposit of Rs 1,.00,000/- (Rupees One Lakh Only). Mrs. Jagruti Sandip Mane(DIN: 07685350 ) has not shown her intent to get appointed as a Non Exective Director and not given her consent under section 152(5) of the Companies Act, 2013.

? Due to change in Management, Incoming Promoter Directors/Independent Non-Executive Directors who have been appointed at the Board Meeting held on 14th August, 2021.

Sr. No. Name Designation Date of Appointed
1. Dr. Adv Arikuzhiyan Samsudeen (DIN : 02933064) Chairman & Non- Executive Director 14-08-2021
2. Dr. Muhemmed Swadique (DIN: 02933064) Whole Time Director 14-08-2021
3. Ms. Neethu Subramoniyan(DIN: 08788544) Independent Non- Executive Directors 14-08-2021
4. Ms. Julie G Varghese (DIN: 09274826) Independent Non- Executive Directors 14-08-2021

Mrs. Bina Soti (DIN: 03129309) was appointed as a Non Executive Director w.e.f 9th January, 2020. However Special Notices were received by the Company for removal of Ms Bina Soti as a Director of the Company with immediate effect.The said notices were served to her for her representation if any. Your Directors have put the ordinary resolution for the voting of Shareholders as regards to removal of Mrs. Bina Soti (DIN: 03129309) in the ensuing Annual General Meeting. Mr. Rajat Uppal (Membership No. A62228) was appointed as a Company Secretary cum Compliance Officer w.e.f. 14th August, 2021. Mrs. Ketki Mehta, Promoter Director of the Company and Mr. Kamlesh Mehta, CEO of the Company were resigned from the Board w.e.f. 14th August, 2021. Ms. Reema Shah having Membership (FCS: 9052) was appointed as a Company Secretary cum Compliance officer w.e.f.11th November, 2020. Ms. Reema Shah having Membership (FCS: 9052) as a Company Secretary cum Compliance officer was resigned from the Board w.e.f.13th January, 2021.

26. WHISTLE BLOWER:

The Board of Directors have set up the Whistle Blower Policy I.e., Vigil Mechanism for Directors and Employees of the Company to report concerns about unethical behavior, actual or suspected fraud, or violations of Company’s Code of Conduct or Ethics Policy. The detailed Vigil Mechanism Policy is available at Company’s Website www.trijalindustries.com

27. 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 also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

28. OTHER DISCLOSURES:

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

29. INTERNAL FINANCIAL CONTROLS:

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and there were adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31st March, 2021 and the Internal Financial Controls are operating effectively.

30. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in general Complying with the applicable Secretarial Standards.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.

There were no transactions entered into with related parties as defined under Companies Act, 2013 during the year were in the ordinary course of business and on an arm’s length basis, and did not attract provisions of Section 188 of Companies Act, 2013 relating to approval of shareholders. There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 ‘AOC-2’.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments, if any taken or given, have been disclosed in the financial Statement.

33. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

34. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

35. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is Annexure "C" to this report.

36. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

The Company has adopted a policy on prevention, prohibition and redress al of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. During the year and under review the Company has not received any complaints on sexual harassment.

37. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

By order of the Board of Directors

For Trijal Industries Limited

Dr. Adv. A. Samsudden

(DIN: 01812828)

Chairman & Non-Executive Director

Place: Kerala

Date: 28th August, 2021