Trimurthi Ltd Directors Report.

To

The Members, Trimurthi Limited, Hyderabad.

Your Directors have pleasure in presenting the Directors Report on the business and operations of the Company together with the audited statements of accounts for the financial year ended 31st March, 2020.

FINANCIAL HIGHLIGHTS:

The Financial results for the year ended 31st March,2020 are summarized as under:

(Rs. in Lakhs) (Rs. in Lakhs)

PARTICULARS STANDALONE CONSOLIDATED
2019-20 2018-19 2019-20 2018-19
Income from Operations 103.23 359.19 1024.43 988.52
Other Income 47.30 13.23 60.10 95.12
Total Expenditure 139.88 353.33 1106.04 1096.05
Profit/Loss before Interest and Depreciation 18.47 31.23 90.9 21.81
Finance Costs Nil Nil 11.44 12.96
Depreciation 7.82 12.15 19.13 21.25
Profit/Loss after Interest and Depreciation 10.65 19.08 (21.49) (12.40)
Prior Period adjustments Nil Nil Nil Nil
Provision for Taxation 0.63 4.48 2.73 10.50
Current Tax Deferred Tax 0.53 (10.4) 1.67 (8.12)
Profit after taxation 9.48 25.00 (25.90) (14.78)
Other Comprehensive Income (3.42) (6.19) (3.42) (0.42)
Profit after comprehensive Income 06.05 18.80 (29.33) (15.21)
Minority Interest Nil Nil 2.42 9.40
Profit after Minority Interest Nil Nil (31.76) (24.61)
Earnings Per share 0.12 0.31 (0.35) (0.30)

PERFORMANCE OF THE COMPANY:

Standalone performance: Gross revenue of your company stood at Rs. 103.23 Lakhs (P.Y. Rs. 359.19 Lakhs). Net profit before tax stood at Rs. 10.65 Lakhs (P.Y. Rs.19.08 Lakhs). EPS of the Company stood at Rs. 0.12 (P.Y. Rs. 0.31) paisa per share.

Consolidated performance: Gross revenue of your company stood at Rs. 1024.43 Lakhs (P.Y. Rs. 988.52 Lakhs). Net Loss before tax stood at Rs. 21.49 Lakhs (P.Y. Rs. 12.40 Lakhs). EPS of the Company stood at Rs. (0.35) (P.Y. Rs. (0.30)) paisa per share.

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. 2011-12 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 reserves.

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 financial statements for the year ended March 31, 2020, 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, 2020 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 financial statements have been prepared on a going concern basis;

e) That proper internal financial control was in place and that the financial 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 financial statements of the Company, which forms part of this annual report. Further a statement containing salient features of the financial 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 financial positions of the subsidiaries.

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

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial 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 at www.trimurthidrugs.com.

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 year 2019-20does not contain any qualification, reservation or adverse remarks. The Auditors Report is enclosed with the financial 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 financial year 2019-20, as required under section 205 of the Companies Act, 2013 and rules there under. The Secretarial audit report for financial year 2019-20 forms part of the Annual Report as ANNEXURE-4 to the Boards Report.The Secretarial Audit report does not contain any qualification, 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/re-elected/re-appointed during the year under review. Ms. Nishita Kalantri was appointed as a Company Secretary of the Company w.e.f. 01.04.2019 and Ms. Jyothi Ramesh Kankani resigned from the post of Company Secretary w.e.f. 01.04.2019 due to personal reasons.

As required under Regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment and Directors resigning

Name of the Director Arvind Kumar Bhangadia Arun Kumar Bhangadia
Director Identification No. 00015838 00021024
Date of Birth 20/06/1974 28/03/1964
Date of appointment 04/05/2005 04/05/2005
Occupation Business Business
Profile Mr. Arvind Kumar Bhangadia is having experience in administration and management of the business. He is one of the promoters of the Company associated with the Company ever since its incorporation. Mr. Arun Kumar Bhangadia is having experience of more than 25 years in administration and management of the business. He is one of the p r o m o t e r s o f t h e C o m p a n y associated with the Company ever since its incorporation. He is currently Chairman of the Company.
Relationship between directors inter-se Nature of expertise in specific functional area Mr. Arvind Kumar Bhangadia is the brother of Mr. Arun Kumar Bhangadia Management & Administration Mr. Arun Kumar Bhangadia is the brother of Mr. Arvind Kumar Bhangadia Finance
Directorship in other Listed Entities Nil Nil
Membership of Committees of other Listed Companies Nil Nil
Shareholding in the Company 29,900 15,42,200

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 woman director).

The policy of the company on appointment and remuneration, including criteria for determining qualifications, 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 at www.trimurthidrugs.com. We affirm 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 7 (Seven) Board Meetings were held on 01/04/2019, 27/05/2019, 13/08/2019, 29/08/2019, 04/11/2019, 13/11/2019 and 10/02/2020 and one independent directors meeting was held on 27/05/2019 during the financial year. The provisions of Companies Act, 2013 and listing Regulations were adhered to while considering the time gap between two meetings and proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

Meetings held and attended:

Name of the Director

Number of Board Meetings

Held Attended
Mr. Arun Kumar Bhangadia 7 7
Mr. Arvind Kumar Bhangadia 7 7
Ms. Sarapu Sowjanya 7 7
Mr. Natwarlal Ramgopal Modani 7 7
Mr. Sagar Rajendra Karwa 7 7

PARTICULARS OF LOANS, GURANTEES 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. The details are provided in the Financial Statements forming the part of the Annual Report.

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 financial risk, political risk, fidelity 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 financial statements.The internal auditor of the company checks and verifies 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.

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 Regulations, 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.

The Boards functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Evaluation of the Committees performance was based on the criteria like composition, its terms of the reference and effectiveness of committee meetings, etc., Individual Directors performance evaluation is based on their preparedness on the issues to be discussed, meaningful and constructive discussions and their contribution to the Board and Committee meetings. The Chairperson was evaluated mainly on key aspects of his role.

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 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 the work place (Prevention, Prohibition and Redressal) Act, 2013. All Employees (Permanent, Contractual, Temporary, Trainees) are covered under this policy. During the year 2019-20, there were no complaints received by the Committee.

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. 12,07,09,968/- 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 Certificate on Corporate Governance is not appended to this report as it is not applicable to the Company.

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) of SEBI (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 financial 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 financial reporting process and the audit of the Companys financial 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. 2019-20, Four (4) Meetings of the Audit Committee were held on 27/05/2019, 13/08/2019, 13/11/2019, and 10/02/2020.

The Composition is as follows:

Name Designation Category No. of Meetings held No. of meeting attended
Mr. Sagar Rajendra Karwa@ Chairman Independent, Non- Executive 2 2
Mr. Arun Kumar Bhangadia* Chairman/ Member Promoter, Executive 4 4
Mr. Natwarlal Ramgopal Modani Member Independent, Non- Executive 4 4
Ms. Sarapu Sowjanya# Member Independent, Non- Executive 3 3

@ Appointed as Chairman w.e.f. 13.11.2019; * Re-designated as Member w.e.f. 13.11.2019; # Resigned as Member w.e.f. 13.11.2019

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 of SEBI (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 fixation/revision of remuneration of the Managing Director/Whole-Time Director of the Company and while approving:

• To take into account the financial position of the Company, trend in the industry, appointees qualification, 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. The Policy is available at the website of the Company at www.trimurthidrugs.com.

During the F.Y. 2019-20, the Nomination and Remuneration Committee Meeting was held on 27/05/2019.

The Composition as follows:

Name Designation Category No. of Meetings held No. of meeting attended
Mr. Sagar Rajendra Karwa* Chairman/ Member Independent, Non- Executive 1 1
Ms. Sarapu Sowjanya Member Independent Non-Executive 1 1
Mr. Arvind Kumar Bhangadia@ Member Promoter, Non-Executive - -
Mr. Arun Kumar Bhangadia# Chairman Promoter Executive 1 1

* Re-designated as Chairman w.e.f. 13.11.2019; @ Appointed as Member w.e.f. 13.11.2019; # Resigned as Chairman w.e.f. 13.11.2019

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 SEBI (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 certificate(s).

• Consolidate and sub-division of share certificates 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 F.Y. 2019-20, the Stakeholders Relationship Committee Meeting was held on 27/05/2019.

The Composition is as follows:

Name Designation Category
Mr. Arvind Kumar Bhangadia Chairman Promoter, Non-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:

For F.Y. 2019-2020 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 for the F.Y. 2020-21 had been paid as on the date of this report.

CEO/ CFO CERTIFICATION:

The Managing Director cum CEO and CFO certification of the financial statements for the year 2019-20 is annexed in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Boards Report. (i.e. 14.08.2020).

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Boards Report there was no change in the nature of Business.

FAMILIARISATION PROGRAMMES:

Independent Directors are familiarized about the Companys operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company is also made to the directors. Direct meetings with the Chairman is further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

The details of familiarization programme held in FY 2019-20 are also disclosed on the Companys website at www.trimurthidrugs.com.

MANAGEMNET DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report is appended to this Report as ANNEXURE - 5.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditors u/s 143(12).

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website www.trimurthidrugs.com.

STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Annual Report as ANNEXURE -6.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed as ANNEXURE – 6 to this Annual report.

During the year none of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

Annual Secretarial Compliance Report pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirement) (Amendment) Regulations, 2018, read with SEBI Circular dated 08.02.2019 and BSE circular dated 09.05.2019 and 14.05.2019 is not applicable to the Company as it does not attract the provisions of Regulation 15(2) of SEBI (LODR) Regulations, 2015, on Corporate Governance since paid-up equity share capital as on 31.03.2020 is not exceeding Rs. 10 Crores and the net worth of the Company has not exceeded Rs. 25 Crores on the last day of previous financial year (i.e. 31.03.2020) or during the financial year 2019-20.

In view of the above, our Company is not required to submit Annual Secretarial Compliance Report for the year ended 31.03.2020 to the Stock Exchange/s pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirement) (Amendment) Regulations, 2018.

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 confidence which they reposed in them.

Certificate of Code of Conduct for the year 2019-20

To

The shareholders, Trimurthi Limited.

I, Arun Kumar Bhangadia, Managing Director of 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.

CERTIFICATE BY THE MANAGING DIRECTOR AND CFO OF THE COMPANY

To

The Board of Directors, Dear Sirs/Madam,

As required under Regulation 17(8) read with Part B, Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we state that:

a. We have reviewed the financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

i these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

ii these statements together present a true and fair view of the Companys affairs and are in compliance with the existing accounting standards, applicable laws and regulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by the

Company during the year which are fraudulent, illegal, violate the Companys code of conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

d. We have indicated to the Auditors and the Audit Committee:

i Significant changes in internal controls over financial reporting during the year.

ii Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

FORM NO MGT9

EXTRACT OF ANNUAL RETURN

(For financial year ended 31-03-2020)

Pursuant to Section 92 (3) of the Companies Act, 2013 and

Rule 12(1) of the Company (Management & Administration) Rules, 2014

Registration Date 13/12/1994
Name of the Company
Category/Sub-category of the Company Listed Company
4-4-
&contact details Sultan Bazar, Hyderabad - 500 095
Whether listed company Yes
Venture Capital and Corporate
Investments Pvt. Ltd.
if any
Address: 12-10-167, Bharat Nagar, Hyderabad -
500018. Ph No. 040-23818475,23818476
E- mail: Info@vccil india.com

II. activities contributing 10 % or more of the total turnover of the company

 shall be stated)

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1. Trading in Food Products 10740 69.76%
2. Interest Income 649 28.86%

III.PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATES COMPANIES

No. Name of the company Holding/ Subsidiary Associate %of Shares held Applicable Section
1 Pharmaceuticals (India) Private Limited Subsidiary 59% 2(87)(ii)
2 Trimurthi Foods limited Subsidiary 100% 2(87)(ii)

IV. SHARE HOLDING PATERN (Equity share Capital Breakup as percentage of Total Equity):

A. Category-wise Share Holding:

Category of Shareholders No. of Shares held at the beginning of the year [As on 01- April-2019] No. of Shares held at the end of the year [As on 31-March-2020]
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. Promoters
(1) Indian
a) Individual/HUF 3769400 -- 3769400 46.54 3769400 -- 3769400 46.54 --
b) Central Government -- -- -- -- -- -- -- -- --
c) State Government(s) -- -- -- -- -- -- -- -- --
--
d) Bodies Corporate 1430000 -- 1430000 17.65 1430000 -- 1430000 17.65
e) Banks / Financial -- --

--

-- -- --

--

-- --
Institutions
f) Any other -- -- -- -- -- -- -- -- --
Total shareholding of 5199400 -- 5199400 64.19 5199400 -- 5199400 64.19
Promoter (A) --
B. Public Shareholding
1. Institutions
a) Mutual Funds -- -- -- -- -- -- -- -- --
b) Banks / Financial -- -- -- -- -- -- -- -- --
Institutions
c) Others (specify) -- -- -- -- -- -- -- -- --
Sub-total (B)(1):- -- -- -- -- -- -- -- -- --
2. Non-Institutions
a) Bodies Corp.
i) Indian 1150687 8100 1158787 14.31 1149538 8100 1157638 14.29 (0.02)
ii) Overseas -- -- -- -- -- -- -- -- --
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 2 lakh 610084 292430 902514 11.14 618055 290430 908485 11.22 0.08
ii) Individual shareholders holding nominal share capital in excess of Rs. 2 lakh 395951 167700 563651 6.95 496886 167700 664586 8.20 1.25
c) Others (specify)
Non Resident Indians 34686 -- 34686 0.43 34690 -- 34690 0.43 --
Clearing members 105962 -- 105962 1.31 201 -- 201 0 (1.31)
IEPF Authority 135000
-- 1.67 -- 135000 1.67 --

135000

135000

Sub-total (B)(2):- 2432370 468230 2900600 35.81 2434370 466230 2900600 35.81
-- -- -- -- -- -- -- -- --
Total public Shareholding (B)=(B)(1)+ (B)(2)
C. Shares held by -- -- -- -- -- -- -- -- --
Grand

(A+B+C)

7631770 468230 8100000 100 7633770 466230 8100000 100 --

B) Shareholding of Promoter

S. No Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total Shares of the company % of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged/ encumbered total shares % change in Shareh olding duringt the year
TDPL Health Care 1 (India) Limited 1430000 17.65 1430000 17.65
Arun Kumar 2 Bhangadia (HUF) 387000 4.78 387000 4.78
Gopikishan Arun 3 Kumar Bhangadia (HUF ) 105000 1.30 105000 1.30
Arvind Kumar 4 DevanshBhangadia HUF 120000 1.48 120000 1.48
Arum Kumar 5 Bhangadia 1542200 19.04 1542200 19.04
Arvind Kumar 6 Bhangadia 29900 0.37 29900 0.37
7 Kantha Bhangadia 177800 2.20 177800 2.20
8 Kiran Bhangadia 1349500 16.66 1349500 16.66
Jyothi 9 Bhangadia 58000 0.72 58000 0.72
5199400 64.19 - 5199400 64.19 - -

C. Change in Promoters Shareholding (please specify if there is no change):

Sl. No. Particulars

Shareholding at the beginning of the year 01-04-2019

Cumulative Shareholding during year 31-03-2020

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 At the beginning of the year 1430000 17.65 1430000 17.65
Increase/(Decrease) during the year No change No change
At the end of the year 1430000 17.65 1430000 17.65
2 At the beginning of the year 387000 4.78 387000 4.78
Increase/(Decrease) during the year No change No change
At the end of the year 387000 4.78 387000 4.78
3 Gopikishan Arun Kumar Bhangadia
At the beginning of the year 105000 1.30 105000 1.30
Increase/(Decrease) during the year No change No change
At the end of the year 105000 1.30 105000 1.30
4 At the beginning of the year 120000 1.48 120000 1.48
Increase/(Decrease) during the year No change No change
At the end of the year 120000 1.48 120000 1.48
5 Arun Kumar Bhangadia
At the beginning of the year 1542200 19.04 1542200 19.04
Increase/(Decrease) during the year No change No change
At the end of the year 1542200 19.04 1542200 19.04
6 Arvind Kumar Bhangadia
At the beginning of the year 29900 0.37 29900 0.37
Increase/(Decrease) during the year No change No change
At the end of the year 29900 0.37 29900 0.37
7 Kantha Bhangadia
At the beginning of the year 177800 2.20 177800 2.20
Increase/(Decrease) during the year No change No change
At the end of the year 177800 2.20 177800 2.20
8 Kiran Bhangadia
At the beginning of the year 1349500 16.66 1349500 16.66
Increase/(Decrease) during the year No change No change
At the end of the year 1349500 16.66 1349500 16.66
9 Jyothi Bhangadia
At the beginning of the year 58000 0.72 58000 0.72
Increase/(Decrease) during the year No change No change
At the end of the year 58000 0.72 58000 0.72

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors Promoters and Holders of GDRs and ADRs):

Shareholding at the Beginning of the year

Shareholding at the end of the year

Sl. No. For Each of The Top 10 Shareholders No of Shares % of Shareholding No of Shares % of Shareholding
1. Mahaveer Infoway Limited 750000 9.26 750000 9.26
2.Jnd Eco Ventures Limited 270000 3.33 270000 3.33
3. Sarika Gaggar Investor Education 157773 1.95 157773 1.95
4. And Protection Fund Authority 135000 1.67 135000 1.67
5. Pannadevi Bhattar -- -- 99000 1.22
6. Pradip Babulal Barot 80000 0.99 80000 0.99
7. Private Limited 57133 0.71 57133 0.71
8. Kavita Sachin Mantri 43800 0.54 43800 0.54
9. Mohan Rao Bhousle 35500 0.44 35500 0.44
10. 34700 0.43 34700 0.43

E. Shareholding of Directors and Key Managerial Personnel;

Sl. No. Particulars

Shareholding at the beginning of the year 01-04-2019

Cumulative Shareholding during year

No. of shares % of total shares of the company No. of shares 31-03-2020 % of total shares of the company
1. Arun Kumar Bhangadia (Manging Director)
At the beginning of the year 1542200 19.04 1542200 19.04
Increase/(Decrease) during the year - -
At the end of the year 1542200 19.04 1542200 19.04
2. Arvind Kumar Bhangadia (Director)
At the beginning of the year 29900 0.37 29900 0.37
Increase/(Decrease) during the year - -
At the end of the year 29900 0.37 29900 0.37
3. Sarapu Sowjanya (Independent Director)
At the beginning of the year - - - -
Increase/(Decrease) during the year - -
At the end of the year - - - -
4. Sagar Rajendra Karwa (Independent
Director) - - - -
At the beginning of the year - - - -
Increase/(Decrease) during the year - -
At the end of the year - - - -
5. Natwarlal Ramgopal Modani (Independent Director) - - - -
At the beginning of the year - - - -
Increase/(Decrease) during the year - -
At the end of the year - - - -
6. Nishita Kalantri (Company Secretary) - - - -
At the beginning of the year - - - -
Increase/(Decrease) during the year - -
At the end of the year - - - -
7. - - - -
At the beginning of the year - - - -
Increase/(Decrease) during the year - -
At the end of the year - - - -

V. -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebted ness
Indebtedness at the beginning of the financial year
i) Principal Amount -- -- -- --
ii) Interest due but not paid -- -- -- --
iii) Interest accrued but not due -- -- -- --
Total (i+ii+iii) -- -- -- --
Change in Indebtedness during the financial year Addition -- -- -- --
* Reduction -- -- -- --
Net Change -- -- -- --
Indebtedness at the end of the financial year
i) Principal Amount -- -- -- --
ii) Interest due but not paid -- -- -- --
iii) Interest accrued but not due -- -- -- --
Total (i+ii+iii) -- -- -- --

V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

-A. REMUNERATION TO MANAGING DIRECTORS, WHOLE THE DIRECTORD AND/OR MANAFER:

Sl. No. Particulars of Remuneration Managing Director/Wholetime Director/Manager/ Arun Kumar Bhangadia Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income tax act 1961 Rs. 15,00,000/- Rs.15,00,000/-
(b) Value of perqisites U/S 17(2) Income tax act -- --
(c) Profits in lieu of salary under section 17(3) Income-tax act -- --
2 Stock Option -- --
3 Sweat Equity -- --
4 Commission -as % of profit -- --
5 Others, please specify -- --
Total (A) Rs. 15,00,000/- Rs.15,00,000/-
ceiling as per the act

Within the ceiling limits

B. REMUNERATION TO OTHER DIRECTORS

Name of Directors

S. No. Particulars of Remuneration Natwurlal Ramgopol Modani Sagar Rajendra Karwa Sarapu Sowjanya Arvind Kumar Bhnagadia Total Amount
1 Independent Directors
Fee for attending board committee meetings 12000 8000 13000 -- 33000
Commission -- -- -- -- --
Others -- -- -- -- --
Total (1) 12000 8000 13000 -- 33000
2 Other Non- Executive Directors
Fee for attending board committee meetings -- -- -- 8000 8000
Commission -- -- -- -- --
Others -- -- -- --
Total (2) -- -- -- 8000 8000
Total (B)=(1+2) 12000 8000 13000 8000 41000
Total Managerial 12000 8000 13000 8000 41000
Remuneration
Overall Ceiling as Per the act

Within the ceiling limits

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

S. No. Particulars of Remuneration Key Managerial Personnel Nishita Kalantri- Company Secretary Vani Manda - Chief Finance Officer Total
1 Gross salary
(a) Salary as per provisions
contained in section 17(1) of the Income-tax act 1961 Rs. 4,80,000/- Rs. 4,15,000/- Rs. 8,95,000/-
(b) Value of perquisites u/s 17(2) Income- tax act 1961
(c) Profits in lieu of salary under section 17(3) Income- tax act 1961
2 Stock Option _ _
3 Sweat Equity
4 Commission
-as % of profit
Others, specify...
5 Others, please specify
Total Rs.4,80,000/- Rs. 4,15,000/- Rs.8,95,000/-
A.
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil