Triveni Glass Director Discussions


Dear Stakeholders,

The Board of Directors of your Company hereby present the 52nd Annual Report for the Financial Year ended on 31st March, 2023 together with the Audited Statement of Accounts for the said Financial Year.

FINANCIAL RESULTS

As per Rule 8(5) of The Companies (Accounts) Rules, 2014, (i) the financial summary for the Year ended on 31s March 2023 is given below (IND-AS Format):

(Figs in Rs. Lakhs)

PARAMETERS F.Y. 2022-23 F.Y. 2021-22
Revenue from operations 0.00 0.00
Other Income 444.01 98.06
Total Income 444.01 98.06
Expenditure 272.97 223.87
PBIDT 0.00 -125.81
Depreciation 4.11 0.01
Interest 0.04 0.50
Net Profit / Loss 166.89 -126.32
Exceptional items 0.00 0.00
Net profit from ordinary Activities 166.89 -126.32
Loss from discontinued operations 0.00 0.00
Profit/Loss for the period 166.89 -126.32
EPS 1.32 -1.00

Information pursuant to Section 134 (1) and (2) of the Companies Act, 2013, Auditors report & Balance Sheet, Profit and Loss Account and Cash Flow Statement for year ended 31.03.2023 is annexed with this report.

PRODUCTION & SALES

There was no production & sales during the year as the company does not have any manufacturing plant at present

CAPITAL EXPENDITURE:

Capital Expenditure of Rs.1.37 Lakhs was incurred during the year as additions to the renovated flats.

CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs. 2000.00 Lakhs and Subscribed & Paid up share capital is Rs. 1261.94 Lakhs. There was no change in the share capital during the year under review.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

ANNUAL RETURN

Information pursuant to Section 134 (3) (a) of the Companies Act, 2013, the extract of Annual Return in Form MGT-9 as provided under sub - section (3) of Section 92 is available at the companys website ‘www.trivenialassltd.com and can be accessed by clicking ‘http://www.trivenialassltd.com/bse.htmr.

DIRECTORS & THEIR MEETINGS

Information pursuant to Section 134 (3) (b) of the Companies Act, 2013, the Board of Directors at present consists of Mr. J.K. Agrawal, Managing Director, Mr. A.K. Dhawan Director (Finance) and Independent Directors namely, Mr.lshwar Chandra Agarwal and Mr. Abhishek Jain and Mrs. Manju Agarwal Mr. Piyush Kesarwani. The details of Meetings of the Company held in the year are given in Corporate Governance Compliance Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013.

i. In the preparation of annual accounts for the financial year ended March 31st, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. 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 ended on March 31st 2023 and of the profit or loss of the Company for that period.

iii. 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.

iv. The Directors had prepared the annual accounts on a going concern basis.

v. The Directors had laid down an adequate system of internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating efficiently and

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 effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by the management and the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022-23.

FRAUD REPORTING BY AUDITORS

Information pursuant to Section 134 (3) (ca) of the Companies Act, 2013, no such fraud has been detected by the auditors to mention herein.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Statement pursuant to Section 134 (3) (d) of the Companies Act 2013 read with section 149 (6) of Companies Act 2013 is given in the Annexures 1 & 2 to this Report.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

COMPANYS POLICY ON DIRECTORS APPOINTMENT & REMUNERATION

Information pursuant to Section 134 (3) (e) of the Companies Act, 2013 read with subsection (3) of Section 178 is given under Annexure 3 - Corporate Governance Compliance Report

AUDITORS & AUDITORS REPORT

According to Section 134 (3) (f) (i) of the Companies Act, 2013, the Auditors, M/s. Amit Ray & Co., Chartered Accountants are the existing Statutory Auditors of the Company. They have audited the financials of the Company for the Financial Year 2022-23 and nil qualification has been observed.

M/s. Amit Ray & Co, Chartered Accountants, were appointed as the Statutory Auditors of the Company for the period of five years, to hold office from the conclusion of 51st Annual general meeting held in the year 2022 till the conclusion of the 56th Annual general meeting to be held in the financial year 2027. (As ratification clause being omitted under the amendment act vide MCA notification dated 07.06.2018, hence no ratification is required).

SECRETARIAL AUDITORS

According to Section 134 (3) (f) (ii) of the Companies Act, 2013, the Board of Directors of the Company have appointed Mr. Ayush Sinha, Practicing Company Secretary, as the Secretarial Auditor of the Company for the financial year 2022-23, in terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of the Secretarial Audit and Certificate of disqualification of directors pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure 4 and forms an integral part of this Report. The comments mentioned in Secretarial Audit Report are self-explanatory.

COMMENTS ON AUDIT REPORT BY THE BOARD

The Secretarial Audit Report by the Secretarial Auditor and the Independent Audit Report by the Statutory Auditors for the year ended 2022-23 does not contain any qualification, hence no further comments have been given by the Board and the said reports are unanimously accepted and approved by the Board.

LOANS, GUARANTEES OR INVESTMENTS

Disclosure pursuant to Section 134(3) (g) of the Companies Act, 2013 regarding Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements

RELATED PARTY TRANSACTIONS

Information pursuant to Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rule, 2014 is given in the Annexure 5 and relevant related party transaction policy is also presented in a separate section forming part of the Annual Report.

COMPANYS AFFAIRS

During the year the company earned other income of Rs. 4.44 Crores out of which Rs. 3.85 Crores was on account of sale of land and balance is other income. The company made a profit of Rs. 1.67 Crores during the year.

As already mentioned earlier the company has taken up the following two activities:-

1) Refurnishing & Renovation of Officer Flats:-

During the year the second building got completed but we were not able to make any fresh sale of flats due to technical reasons, which are now getting resolved and we are hopeful that during 2023-24 we shall be able to sell most of the flats. Also we would be able to take up another block for renovation and try to complete it by the year end.

2) Sale of Land

We were able to find buyers for 7 acres of land out of which about 3.90 acres were got registered and payment received. We are hopeful that during 2023-24 we would be able to sell a good part of our land bank, as the issues being faced for slow sale of land will get resolved

RESERVE & SURPLUS

Pursuant to Section 134 (3) (j) of the Companies Act 2013, Capital Reserves of the Company at Rs 3427.94 Lakhs and Security Premium Account was Rs 4408.75 Lakhs.

Information pursuant to Section 134 (3) (k) of the Companies Act, 2013, in the view of the fact that the company is in the stage of recovery from a sick company and still has some financial liabilities your directors are not in a position to recommend any dividend for the financial year ending March 2023.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Information pursuant to Section 134 (3) (I) of the Companies Act, 2013, the Company has sold its manufacturing unit situated at Rajahamundry, Andhra Pradesh on 23.02.2020 and has taken the approval of shareholders through postal ballot on 22.03.2020 for the sale of Allahabad Closed Unit during the year and further plans to be engaged in the real estate sector. It initially, would be refurbishing the existing 72 no. of flats and sell them at the best market prices. It also intends to sell the factory land in due course of time. The going concern status of the Company does not get affected due to sale of Rajahmundry Unit.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rule, 2014 is not applicable as there is no manufacturing unit of the company at present.

RISK MANAGEMENT POLICY

Information pursuant to Section 134 (3) (n) of the Companies Act, 2013 is given in the Annexure 6 to this Report

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Information pursuant to Section 134 (3) (o) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rule, 2014 is given in the Annexure 7 and relevant Corporate social responsibility policy is also presented in a separate section forming part of the Annual Report.

BOARD EVALUATION

As per Rule 8 (4) of Companies (Accounts) Rule, 2014 and pursuant to Section 134 (3) (p) of the Companies Act, 2013, we at Triveni believe in striving and excelling against contenders not only through products and initiatives but also through effective and efficient Board monitoring. As required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an evaluation of all the directors, the Board as a whole and its committees was conducted based on the criteria and framework adopted by the Board.

The details of the said evaluation have been enumerated in the Corporate Governance Report, which is annexed to the Boards Report.

SUBSIDIARIES

Information pursuant to Rule 8 (5) (iv) of Companies (Accounts) Rule, 2014, the company has no subsidiary company, joint ventures or Associates.

CHANGE IN NATURE OF BUSINESS

Information pursuant to Rule 8 (5) of Companies (Accounts) Rule, 2014, as stated earlier, the company has sold its Rajahmundry unit and got shareholders approval through postal ballot on 22.03.2020 for sale of Allahabad closed Unit of the Company. Although, the Rajahmundry Plant is sold, there is no impact on the going concern of the Company. At present, the Company has no other manufacturing activity and plans to move into the real estate sector where it is to be engaged in renovation of existing 72 no. of flats and sell buildings comprising of 72 residential flats which it intend to repair/refurbish and sell at best market prices, as mentioned in the board Meeting held on 24.01.2020.

SIGNIFICANT AND MATERIAL ORDERS

Information pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rule, 2014, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in the future.

INTERNAL FINANCIAL CONTROL

Information pursuant to Rule 8 (5) (viii) of Companies (Accounts) Rule, 2014, the Company has laid down certain guidelines, processes and structure, which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. These include control processes both on manual and IT applications including the ERP application wherein the transactions are approved and recorded. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively.

The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control, stated in the Guidance Note on Audit of Internal Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

PARTICULARS OF EMPLOYEES

The Statement containing ratio of remuneration paid to each director and the median employee remuneration and other details in terms of sub-section 12 of section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form a part of this report.

The Statement containing particulars in terms of subsection 12 of section 197 of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form a part of this report.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours on working days Saturday & Sunday of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

COMMISSION TO MANAGING DIRECTOR AND WHOLE TIME DIRECTOR

Information pursuant to Section 194 (14) of the Companies Act, 2013, no separate commission is being paid to the said directors.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Companys website www.triveniqlassltd.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has established a vigil mechanism to be known as the Whistle Blower Policy for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, ‘Whistle Blower Policy has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counselor or the Chairman of the Audit Committee of the Company. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention of sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. There was no complaint on sexual harassment during the year under review.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with its employees.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders Relationship Committee of the Board meets periodically and reviews the status of the Shareholders Grievances. The shareholders of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

HUMAN RELATIONS

Your Company does not have any manufacturing unit or any office except the registered office.

ENVIRONMENT AND SAFETY

A lot of emphasis is placed on occupational, environment, health and safety of the employees of the Company. Several steps have been taken to conserve water by recycling it into useful purposes. A much greener environment has been created by using waste water and only those plants have been planted which make the environment clean and dust free. The Company recognizes employees safety and is always inclined to improve on such standards.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the Green Initiative in Corporate Governance introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all shareholders of the Company are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulation with stock exchanges in India, is presented in as Annexure 8.

CORPORATE GOVERNANCE

As required under Chapter IV and Schedule V of the SEBI (Listing Obligations& Disclosure Requirements), Regulations 2015 with the Stock Exchanges, Corporate Governance as well as the Statutory Auditors Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders expectations while continuing to comply with the mandatory provisions of corporate governance and it has been the endeavor of your company to follow and implement the best practices of corporate governance, in letter and spirit.

APPRECIATION

The Directors wish to place on record their deep thanks and gratitude to;

a) The Central and the State Government as well as their respective Departments and Development Authorities connected with the business of the Company, the Bankers of the Company as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Suppliers and the Contractors for the trust and confidence reposed in the company and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they will continue their sincere and dedicated endeavor towards attainment of better working results during the current year.

APPLICATIONS UNDER INSOLVENCY AND BANKRUPTACY CODE, 2016

Information pursuant to Rule 8 (5) (x) of Companies (Accounts) Rule, 2014, there are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the financial year 31.03.2023.

SETTLEMENTS

Information pursuant to Rule 8 (5) (xii) of Companies (Accounts) Rule, 2014, settlement with all banks and institutions have already been made and NOC has been obtained.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF

During the year, no amount was due for transfer to IEPF.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers, Institutions and Employees for their cooperation and support.

Regd. Off: 1, Kanpur Road Prayagraj -211001 (U.P.) By order of The Board of Directors of Triveni Glass Limited

 

Sd / Sd/
J.K. Agrawal A.K. Dhawan
Place: Prayagraj Managing Director Director Finance
Date: 24-07-2023 DIN: 00452816 DIN: 00694401