Trijal Industries Ltd Directors Report.

To,

The Members,

TRIJAL INDUSTRIES LIMITED.

Your Directors have great pleasure in presenting 29th Annual Report together with the Audited statement of Accounts for the year ended 31st March, 2020.

1. FINANCIAL HIGHLIGHTS:

Sr.No. SOURCES 31/03/2020 31/3/2019
1 Gross Income 15.28 11.25
2 Gross Operating Profit/(Loss) 2.52 1.45
3 Depreciation & Amortization 0.71 0.64
4 Profit/(Loss) Before Tax 1.81 0.81
5 Provision for Taxation/Deferred Tax 0.58 -0.58
6 Profit/(Loss) After Tax 2.34 0.23
7 Other Comprehensive Income - Revaluation of Investments in Shares to Fair Market Value as per IND AS (3.89) (1.45)
8 Exceptional Items - -
9 Profit/(Loss) after Exceptional & Extraordinary Items (1.55) (1.22)
10 Net Profit/(Loss) Carried To Balance Sheet (1.55) (1.22)

2. RESULTS OF OPERATIONS:

During the Year under review, the Company has made an operating profit of Rs.1.81 Lacs against a Profit of Rs.0.81 Lacs in previous year. However, the company has made a Loss of Rs.1.55 Lacs as against Loss in previous year of Rs.1.22 Lacs after exception items. The Loss is due to no trading business could be done due to depression in the market and no demand for softwares which has become obsolete due to new softwares available in the market. The company has recalculated its Investments in listed company shares as per the new IndAs applicable in India. As a result Rs.3.89 lacs is reduced from 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 down the Investments/Assets of the Company to its fair market value and present the affairs of the company at its real value.

3. DIVIDEND:

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

4. TRANSFER TO RESERVES:

During the financial year 2019-20, the Company has not transferred any amount to reserves.

5. 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.

6. SUBSIDIARIES & CONSOLIDATED FINANCIAL STATEMENTS

The Company had no subsidiaries during the financial year from 1st April, 2019 to 31st March, 2020 and hence required to publish Consolidated Financial Statements is NOT APPLICABLE.

7. CONSOLIDATED FINANCIAL STATEMENTS:

The Company does not have any subsidiaries as on 31st March, 2020 and hence not required to publish Consolidated Financial Statements

8. NUMBER OF BOARD MEETINGS:

5 (five) meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this report.

9. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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 companys operations in future.

10. 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.

11. COMMITTEES OF THE BOARD:

The Companys Board has the following committees:

(1) Audit Committee.

(2) Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee).

(3) Nomination and remuneration Committee.

12. REPORTING OF FRAUDS 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.

13. 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

14. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated i n 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

15. INDEPENDENT DIRECTORS MEETING

The meeting of the Independent Directors was held on 14th February, 2020 as per schedule IV of the Companies Act, 2013.

16. 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.

17. COMMENTS ON AUDITORS REPORT:

Note on Financial statement referred to in the auditors report is self-explanatory and do not call for any further comments. The auditors report does not contain any qualifications, reservation or adverse remark.

18. SECRETARIAL AUDITOR & REPORT

The Board of Directors of the Company has appointed Practicing Company Secretary; to conduct the Secretarial Audit for the financial year 2019- 2020. The Secretarial audit report for the financial year ended 31st March, 2020 is annexed to this Report in Annexure "B"..

Observations and comment in Secretarial audit and management explanation to the said comments are as under: 1. Company has given Advertisements in the past a number of times, but as the company is having a very small business no company secretary is willing to join, as they do not find the job attractive from future perspectives, However, one of the directors of the company is a qualified company secretary and is capable to carry all required duties of company secretary. The company is in the process of appointing a full time company secretary 2. Presently the Company is running in Loss, further the company is publishing the results on its website and BSE website, so its been duly published for public. 3. The company is having very small business so the internal auditor was not appointed, however one of the directors of the company is a Chartered Accountant, who is doing necessary checks on accounts, however the company will appoint an internal auditor for the year 2019-20.

19. 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.

20. 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.

21. 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:-

i. The steps taken or impact on conservation of energy: N.A.

ii. The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii. The capital investment on energy conservation equipment: N.A.

(B) Technology absorption:

i. The efforts made towards technology absorption: N.A

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

iii. 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.

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

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

22. 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, 2020, the Companys Paid up Capital is of Rs. 5,01,61,000/- (Rupees Five Crore One Lakh Sixty Thousand only) and Net worth is of Rs. 66,73,370/- (Rupees Sixty Six Lacs Seventy Three Thousand Three Hundred Seventy only).

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

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year Mr. Ashok T. Bhanushali, (DIN: 07140255) Director of the Company is retiring by rotation & being eligible offers has offered himself for re- appointment.

The Board appointed Mrs. Bina Soti (DIN: 03129309) as an Additional Director (Non-Executive, Non-Independent) on the Board of the Company w.e.f. 9th January, 2020. She holds office up to the date of forthcoming Annual General Meeting (AGM), You are requested to re-appoint herself in the said Annual General Meeting.

Mr. Visswas B. Paanse, Company Secretary cum Compliance officer was resigned from the Board w.e.f. 26th MAY, 2020.

24. 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 Companys Code of Conduct or Ethics Policy. The detailed Vigil Mechanism Policy is available at Companys Website www.trijalindustries.com

25. 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 Companys 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.

26. 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.

27. 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, 2020 and the Internal Financial Controls are operating effectively.

28. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is following the applicable Secretarial Standards as prescribed and formulated by ICSI during the Financial year 2019-2020.

29. 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 arms 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.

30. 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.

31. 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.

32. 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.

33. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements 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.

28. 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.

29. 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 rec ord their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For And On Behalf Of the Board

Trijal Industries Limited

Sd/-

Ketki Mehta

(Director)

DATE: 31st August, 2020.

PLACE: Mumbai.