triveni enterprises ltd share price Directors report


Your Directors are elated in presenting the 38th Annual Report of the Company along with the Audited Financial Statements of the Company for the financial year ended as on 31st March, 2023.

1. HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

(Amount in Rs)

Particulars

Current Financial Year (2021-2022) Previous Financial Year (2021-2022)

Net Profit/(Loss)Before Depreciation and Tax

43,41,331 1,37,78,895

Depreciation

Nil Nil

Profit /(Loss) before Tax

43,41,331 1,37,78,895

Provision for Tax

11,28,746 38,33,289

Profit/ (loss) after Tax

32,12,585 99,45,606

Balance Brought forward

1,63,17,142 63,71,535

Tax - Earlier Years

4,00,598 0.00

Balance Carried to Balance Sheet

1,91,29,129 1,63,17,142

2. BUSINESS OVERVIEW:

The Company is involved in the business of trading of textiles. The company is planning for expansion of its business. The company wishes to expand and grow its business in imports, exports and manufacturing unit also. The Net profit of the Company has declined from Rs.99,45,606/- to Rs.32,12,585/- The Companys policy of management has provided cushion effect to the adversities of the market on the performance of Company.

3. DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2023.

4. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend Distribution Policy are not applicable to the Company

5. CHANGE IN NATURE OF BUSINESS:

There was no change in nature of business activity during the year.

6. TRANSFERS TO RESERVES:

During the year, the Company has not transferred any amount to the reserves.

7. CORPORATE SOCIAL RESPONSIBILITY :

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

8. DIRECTORS RESPONSIBILITY STATEMENT:

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, directors, to the best of their knowledge and belief, state that:

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) the Directors had 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 and Loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the Annual Accounts on a going concern basis; and

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available www.trivenienterprisesltd.in.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

11. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS DURING THE YEAR:

During the year no change in director

12. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with deferential voting rights.

13. NUMBER OF MEETINGS OF BOARD DURING THE YEAR:

During the financial year under review, the Board of Directors met Seven times. i.e 14th April 2022, 25th April 2022, 01st June, 2022,10th June 2022, 09th August 2022,14th November 2022, 25th January 2023.

14. SHARE CAPITAL:

The Issued, Subscribed and paid-up equity capital of your company as on March 31, 2023 stood at Rs. 5,72,40,000/-comprising of 5,72,40,000Equity shares of Re. 1/-each during the year under review.

15. DETAILS OF DIRECTORS :

As on 31st March, 2023,the Board comprised of 3(Three) directors including 1 (One) independent director. The Board has an appropriate mix of Executive, Non-Executive and Independent Directors, which is in compliance with the requirements of the Companies Act, 2013. The details of the Board of Directors are as below:

1. Mr. Arvind Gupta :

Chairman and Managing Director

2. Mr. Ramchandra Ramhit Varma :

Director & CFO

3. Ms. Pintu :

Independent & Women Director

I. RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Arvind Gupta, Executive Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment. The Board recommends his reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Members are requested to refer the Notice of ensuing Annual General Meeting for brief profile and other related information of Mr. Arvind Gupta, Executive Director, retiring by rotation.

II. CHANGE IN DIRECTORS

There were no changes in directors Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company appointed/ reappointed the following Directors and Key Managerial Personnel:

II. KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013, as on 31stMarch, 2023, the following are the Key Managerial Personnel (KMP) of the Company:

1. Mr. Arvind Gupta :

Chairman and Managing Director

2. Mr. Ramchandra Ramhit Varma :

Chief Financial Officer

X H^A/fo ATil/ifn i ncnnona

i Amncm\/ var>rAfc?r\r cmH i Amnlicmr>A nffiopr

* Ms. Nikita Chamaria as a Company Secretary and Compliance Officer resigned from 11/07/2023

16. DECLARATION BY THE INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) 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. CASH FLOW STATEMENT:

As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the Stock Exchanges, the Cash Flow Statement is attached to the Balance Sheet.

18. STATUTORY AUDITORS:

At the Annual General Meeting held on June 10, 2022, M/s. Jain Anil and Associates, Chartered Accountants, (FRN: 115987W), Mumbai, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the Financial Year 202324.

The report given by the auditors on the financial statement of the Company is a part of the Annual Report. There has been no qualification, reservation, adverse remarks or disclaimer given by the auditors in their report.

19. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. H.V.Gor & Co, Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure I to this report. The report is selfexplanatory however the Company has initiated necessary steps to comply with various noncompliances as mentioned under the Secretarial Audit Report.

20. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules,

2014.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the period under review, Company has not given any loans, guarantees or investments to the Company.

22. LISTING:

The Equity shares of the Company are listed on BSE Ltd and MSEI Limited under Scrip Code: 538569.

23. BOARDS RESPONSE ON AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Company Secretary in Practice in the Secretarial Audit Report.

24. INTERNAL FINANCIAL CONTROLS:

The Directors had laid down internal Financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable Financial information. The Audit Committee evaluates the internal financial control system periodically

25. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

During the year under review, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively, issued by The Institute of Company Secretaries of India.

26. COST AUDITOR

The appointment of Cost Auditor for the Company is not applicable to the Company

27. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Discussion and Analysis Report is enclosed.

28. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS/ TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

29. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate internal financial control system, commensurate with the size of its business operations.

30. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

31. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

32. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES:

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23.

No of complaints received: Nil

No of complaints disposed off: Nil

34. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued shares under employees stock options scheme pursuant to provisions of Section 62 read with Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014.

35. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The company does not have any subsidiary companies or joint venture companies or associate companies during the year under review. Also, there was no company which have become or ceased to become the subsidiaries/joint ventures/associate company (ies) during the year.

36. CORPORATE GOVERNANCE:

As per the requirement of SEBI Circular No. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 No. SEBI/LAD-NRO/GN/2015- 16/013 dated September 2, 2015, the listed companies having paid up equity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs.25 Crores, as on the last day of the previous financial year is not required to comply with the norms of the Corporate Governance Report.:

Since, the paid up equity share capital of the company is Rs. and Net Worth not exceeding Rs. 25 Crores as on financial year ending 31st March 2023, therefore, the provisions relating to the Corporate Governance report are not applicable the company.

37. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

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

39. APPRECIATION:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

Registered Office:

By Order of the Board of Directors For Triveni Enterprises Limited

Office No. S. NO. 7,(8,9) Mamata Ana Nd, Jankul, Nashik Road,

Sd/-

Nashik pune road

Arvind Gupta

Nashik - 422101

Director

Maharashtra

DIN:02912070

Date: August 29, 2023