Trimurthi Ltd Directors Report.

To

The Members, Trimurthi Limited, Hyderabad.

Your Directors have pleasure in presenting the 25thAnnual Report on the business and operations of the Company together with the audited statements of accounts for the nancial year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS

The Financial results for the year ended 31st March, 2019 are summarized as under:

(Rs. in Lakhs)

PARTICULARS STANDALONE CONSOLIDATED
2018-19 2017-18 2018-19 2017-18
Income from Operations 359.19 311.16 1045.92 1050.22
Other Income 13.23 1.31 37.73 20.72
Total Expenditure 353.33 283.17 1096.05 1090.55
Pro t/Loss before Interest 31.23 44.69 21.82 20.09
and Depreciation
Finance Costs Nil Nil 12.97 16.01
Depreciation 12.15 15.39 21.25 23.69
Pro t/Loss after Interest and Depreciation 19.08 29.30 -12.4 -19.61
Prior Period adjustments Nil 1.14 Nil 1.14
Provision for Taxation 4.48 8.31 10.51 12.78
Current Tax Nil Nil Nil Nil
Deferred Tax -10.40 1.74 -08.12 1.29
Pro t after taxation 25.00 18.10 -14.78 -34.82
Other Comprehensive Income - 06.19 04.96 -0.42 2.67
Pro t after comprehensive Income 18.80 23.06 -15.21 -32.15
Minority Interest Nil Nil 09.40 04.17
Pro t after Minority Interest Nil Nil -24.61 -36.32
Earnings Per share 0.31 0.22 -0.30 -0.48

PERFORMANCE OF THE COMPANY:

Standalone performance: Gross revenue of your company stood at Rs. 359.19 Lakhs (PY Rs.311.16 Lakhs). Net profit before tax stood at Rs.19.08 Lakhs(PY Rs.29.30 Lakhs). EPS of the Company stood at Rs.0.31 (PY Rs.0.22)paisa per share.

Consolidated performance: Gross revenue of your company stood at Rs. 1045.92 Lakhs (PY Rs.1050.22 Lakhs). Net Loss before tax stood at Rs. 12.40 Lakhs (PY Rs. 20.75 Lakhs). EPS of the Company stood at Rs. (0.30) (PY Rs. (0.48)) paisa per share

Trimurthi Foods Limited the Wholly Owned Subsidiary of the company is carrying its commercial Operations of manufacturing Corn Foods Products and Confectionery Products.

DIVIDENDS: In the view of requirement for retention of earnings for the business growth, the Board of Directors does not recommend any dividend for the year under review.

During the year under review the company has transferred unclaimed dividends for the dividend declared for the F.Y 2010-11 which were due to transfer to IEPF (Investor Education and Protection Fund), Pursuant to Rule 5(4) of the IEPF Rules,2016.

TRANSFER TO RESERVES: During the year your company has not transferred any amount to general reserve.

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 nancial statements for the year ended March 31,2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of the Company for the year ended on that date; c) That proper and sufficient care has been taken 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 annual nancial statements have been prepared on a going concern basis; e) That proper internal nancial control was in place and that the nancial controls were adequate and were operating effectively. f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES:

During the year the board of directors reviewed the affairs of the subsidiaries. In accordance with the section 129(3) of the Companies Act, 2013, we have prepared consolidated nancial statements of the Company, which forms part of this annual report- Further a statement containing salient features of the nancial statements of our subsidiaries in the prescribed format AOC-1 is appended as ANNEXURE-1 to the boards report. The statement also provides the details of performance and nancial positions of the subsidiaries.

In accordance with section 136 of the Companies act, 2013, the audited nancial statements, including the consolidated nancial statements and related information about the company and audited accounts of the each of the subsidiaries, are available on our website.

RELATED PARTY TRANSACTIONS:

All material related party transactions that were entered into during the nancial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website. Detailed information about the related party transactions is enclosed in from AOC-2 as ANNEXURE-2 EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ANNEXURE -3.

STATUTORY AUDITORS: In the Annual general meeting held in 2017, M/s. P. Murali & Co" Chartered Accountants, were appointed as statutory auditors of the company to hold office for a term of 5 years i.e till the conclusion of 28th Annual General Meeting (AGM) to be held in 2022. The Auditors Report for scal year 2019 does not contain any quali cation, reservation or adverse remarks. The Auditors Report is enclosed with the nancial statements in this annual report.

SECRETARIAL AUDITOR: M/s P K Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for nancial year 2018-19, as required under section 205 of the Companies Act, 2013 and rules there under. The Secretarial audit report for nancial year 2018-19 forms part of the Annual Report as ANNEXURE-4 to the Boards Report. The Secretarial Audit report does not contain any quali cation, reservation or adverse remarks.

INTERNAL AUDITORS: M/s P C N & Associates, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

COST AUDIT:

Cost Audit is not applicable to the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: There was no Director who was appointed/ ceased/ reelected/ reappointed during the year under review. There was no change in Key Managerial Personnel during the year under review, However on 01/04/2019 Ms. Jyothi Ramesh Kankani resigned from the Post of Company Secretary and Ms. NishitaKalantri got appointed w.e.f 01/04/2019.

DECLARATION BY INDEPENDENT DIRECTORS: The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION: the Current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board, and separate its functions of governance and management. As on date of this report your board consists of 5 Directors including 2 promoter directors (of whom one is executive chairman of the Company) and 3 independent directors (including a women director).

The policy of the company on appointment and remuneration, including criteria for determining quali cations, positive attributes, independence of directors and other matters, as required under sub section 3 of section 178 of the Companies Act, 2013 is available on our website. We af rm that the remuneration paid to the directors is as per terms laid out in the nomination and remuneration policy.

NUMBER OF BOARD MEETINGS: During the year Seven Board Meetings were held on 25/05/2018, 11/08/2018, 27/08/2018, 14/11/2018, 17/12/2018, 10/01/2019 and 12/02/2019 and one independent directors meeting was held on 25/05/2018 during the nancial year. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

PARTICULARS OF LOANS, GURANTEE8 OR INVESTMENTS: Details of Loans, Guarantees and investments covered under the provisions of section 186 of the companies Act, 2013 are given in the notes to the Financial Statements. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION: The Company has no activity relating which consumes energy or which requires technology, accordingly disclosures for conservation of energy or technology absorption is not given. Hence no information pursuant to Section 134 of the Companies Act, 2013 read with (disclosure of particulars in the report of Board of Directors) Rules, 1988 is provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review company neither earned foreign currency nor did it spend any amount in foreign currency.

BUSINESS RISK MANAGEMENT: The Company has adopted a Risk Management Plan for implementation of Enterprise Risk Management (ERM) framework. As per the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board shall establish a Risk Management Plan/ Policy and the Audit Committee shall evaluate the Risk Management systems periodically.

In line with this requirement, the Board is responsible for initiating and instituting the ERM framework and setting the requisite tone at the top for implementation of the ERM framework. Further, the Board shall be responsible for overseeing measures for managing risk. The Plan also envisages a key role for the Audit Committee which shall periodically (at least annually) review the adequacy of Risk Management Systems, recommend improvements if needed, discuss with external consultants, Internal Auditors to test the adequacy and effectiveness of the Risk Management System.

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes nancial risk, political risk, delity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting nancial statements. The internal auditor of the company checks and veri es the internal control and monitors them in accordance with policy adopted by the company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

CORPORATE SOCIAL RESPONSIBILITY: The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions under section 135 of the Companies Act, 2013 are not applicable to the company.

FIXED DEPOSITS: The Company has not accepted any deposits U/s 73 of the Companies Act, 2013 and as such no amount of principle or interest was outstanding as on the date of Balance Sheet.

BOARD EVALUATION: Pursuant to the provisions of Companies Act, 2013 and according to Listing Obligation and Disclosure Requirements Regulation 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRE88AL ACT, 2013:

The Company has in place an anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013.All Employees (Permanent, Contractual, temporary, Trainees) are covered under this policy.

GREEN INITATIVE:

Last year, we started a Green Initiative with the aim of being green and minimizing our impact on the environment. This year too we are proposing to send the Annual Report to the registered e-mail addresses of the shareholders.

DISCLOSURE UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

Since the paid up capital of company is less than rupees ten cores and the net worth of the company is below rupees twenty five crores (Paid Up Capital of the Company = Rs. 8,10,00,000/- ( 81,00,000 Equity shares of Rs.10/- each) and Net worth = Rs. 11,82,24,179/- as specified in regulation 15 of SEBI (LODR) regulations, 2015 disclosure with respect to provisions relating to corporate governance are not applicable to the Company.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE:

As required under (Listing Obligations and Disclosure Requirement) Regulation 2015, the Auditors Certi cate on Corporate Governance is not appended to this report as it is not applicable to the company.

COMPLIANCE DEPARTMENT:

During the year under review,

Mr. Arun Kumar Bhangadia, is the Managing Director cum Compliance Of cer of the Company. Details of complaints/ requests received, resolved and pending during the Financial Year2018-19.

During the year Received Resolved Pending
2018-19 Nil Nil Nil

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy framed to deal with instance of Fraud and mis-Management, if any in the Group pursuant to the provisions of section 177(9) &(10) of the Companies Act, 2013 and Regulation 22 &34 (3) ofSEBI (LODR) Regulations, 2015. The details of the Policy are posted on the website: www.trimurthilimited.com. Employees can report to the Management concerned unethical behavior, act or suspected fraud or violation of the Companys Code of Conduct Policy no employee has been denied access to the Audit Committee.

COMMITTEES:

Audit Committee:

The purpose of the Audit Committee is to assist the Board of Directors in reviewing the nancial information which will be provided to the Members and others, reviewing the systems of internal controls established in the Company, appointing, retaining and reviewing the performance of internal accountants/internal auditors and overseeing the Companys accounting and nancial reporting process and the audit of the Companys nancial statements.

The power and terms of reference of the Audit Committee are as mentioned in Regulation 18 and Part C of Schedule II of SEBI (LODR) Regulations, 2015, read with Section 177 of the Companies Act, 2013.

During the F.Y 2018-19, Five (5) Meetings of the Audit Committee were held on 25/05/2018, 11/08/2018, 14/11/2018, 17/12/2018 and 12/02/2019.

The Composition is as follows:

Name Designation Category
Mr. Arun Kumar Bhangadia Chairman Promoter Executive
Mr. Natwarlal Ramgopal Modani Member Independent Non Executive
Ms. Sarapu Sowjanya Member Independent Non Executive

Nomination & Remuneration Committee:

The power and terms of reference of the Nomination and Remuneration Committee are as mentioned in Regulation 19 and part D of Schedule 11 ofSEBI (LODR) Regulations, 2015, read with Section 178 of the Companies Act, 2013

Terms of reference:

The main term of reference of the Committee is to approve the xation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving: To take into account the nancial position of the Company, trend in the industry, appointees quali cation, experience, past performance, past remuneration etc.

To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit. The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished here under:

S.No. Name Designation Remunera tion paid FY.2018 - 19 Remunera tion paid FY.2017-18 Increase Inremun eration from previous years Ratio/ times perme dian of emplo yee remun eratIon
Executive Directors and Key Managerial Persons
1 Jyothi Ramesh Kankani Company Secretary 3,78,000 1,56,000 222000 -
2 MandaVani CFO 3,40,000 2,99,000 41000 -
3 Arun Kumar Bhangadia Managing Director 15,00,000 15,00,000 - -
Non-Executive Directors
1 Arvind Kumar Bhangadia Promoter (Non-Executive) - - - -
2 SarapuSowjanya Independent Director - - - -
3 SagarRajendraKarwa Independent Director - - - -
4 Natwarlal Ramgopal Modani Independent Director - - - -

During the FY 2018-19, the Nomination and Remuneration Committee Meeting was held on 25/05/2018. The Composition as follows:

Name Designation Category
Mr. Arun Kumar Bhangadia Chairman Promoter Executive
Ms. Sarapu Sowjanya Member Independent Non Executive
Mr. Sagar Rajendra Karwa Member Independent Non Executive

Stakeholders Relationship Committee:

The Powers of the Committee are as follows:

The power and terms of reference of the Stakeholders Relationship Committee are as mentioned in Regulation 20 and part D of Schedule 11 of SEB1 (LODR) Regulations, 2015.

The Committee has been delegated with the following powers:

To redress shareholder and investor complaints relating to transfer of Shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints etc.

To approve, transfer, transmission, and issue of duplicate / fresh share certi cate(s). Consolidate and sub-division of share certi cates etc.

To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general. The Board has delegated the power to process the transfer and transmission of Shares to the Registrar and Share Transfer Agents of the Company; M/s. Venture Capital & Corporate Investments Private Limited, 12-10-167, Bharat Nagar, Hyderabad - 500 018.

The Company has designated an exclusive E-mail ID info@trimurthidrugs.com for Complaints / Grievances. During the FY 2018-19, the Stakeholders Relationship Committee Meeting was held on 25/05/2018. The Composition is as follows:

Name Designation Category
Mr. Arvind Kumar Bhangadia Chairman Promoter Executive
Mr. Natwarlal Ramgopal Modani Member Independent Non Executive
Ms. Sarapu Sowjanya Member Independent Non Executive

INDEPENDENT DIRECTORS

Declaration from Independent Directors on Annual Basis:

FY 2018-2019 - The Company has received a declaration from Mr. Natwarlal Ramgopal Modani, Ms. Sarapu Sowjanya, Mr. Sagar Rajendra Karwa - Independent Non-Executive Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

The Composition is as follows:

Name Designation Category
Mr. Natwarlal Ramgopal Modani Chairman Independent Non Executive
Ms. Sarapu Sowjanya Member Independent Non Executive
Mr. Sagar Rajendra Karwa Member Independent Non Executive

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTIONS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT

The Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

LISTING ARRANGEMENTS:

The Equity Shares of your Company are listed at B.S.E Limited, The requisite Annual Listing Fees of the B.S.E Limited had been paid as on the date of this report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the valuable support extended by various departments viz., Commercial Tax department, Drug Control Department and Banks etc for their continued support to the Companys growth. The Directors record their special appreciation to all employees for their efforts and contribution towards the growth and achieving this performance.

Your Directors also wish to express their thanks to the shareholders for the con dence which they reposed in them.

For and on behalf of Board of Directors,
Sd/-
Place: Hyderabad. Arun Kumar Bhangadia
Date: 29/08/2019 Managing Director
(DIN: 00021024)