Trivikrama Industries Ltd Directors Report.

Dear Members,

We are pleased to present the report on our business and operations for the year ended 31st March, 2017.

1. Results of our Operations:

The Companys Standalone financial performance for the year ended 31st March, 2017 is summarised below;

(Rs. in Lacs)

Particulars FY 2016-2017 FY 2015-2016
Revenue from Operations - 0.49
Other Income 38.33 35.21
Total Income 38.33 35.70
Total Expenses 38.04 32.79
Profit Before Tax 0.30 2.92
Tax Expense
-Current Tax 0.06 0.49
-Deferred Tax - 0.06
-Mat Credit Entitlement (0.06) (0.49)
Net Profit for the Year 0.30 2.85

The Companys consolidated financial performance for the year ended 31st March, 2017 is summarised below;

(Rs. in Lacs)

Particulars FY 2016-2017 FY 2015-2016
Revenue from Operations - 0.49
Other Income 38.53 35.81
Total Income 38.53 36.30
Total Expenses 38.81 33.62
Profit Before Tax & Extraordinary Items (0.28) 2.67
Tax Expense
-Current Tax 0.06 0.49
-Deferred Tax - 0.06
- Mat Credit Entitlement (0.06) (0.49)
Net Profit for the Year (0.28) 2.61

a. Review of operations and affairs of the Company:

Standalone:

During the year under review, the Company has earned a profit before Interest, Depreciation & Tax of Rs. 6.12 lacs as compared to previous year Rs. 8.75 lacs. The net profit for the year under review has been Rs. 0.30 lacs as compared to the previous year net profit Rs. 2.85 lacs. Your Directors are continuously looking for avenues for future growth of the Company in Commercial Trading & Distribution Industry.

Consolidated:

During the year under review, the Company has earned a profit before Interest, Depreciation & Tax of Rs. 6.02 lacs as compared to previous year Rs. 8.98 lacs. The net loss for the year under review has been Rs. 0.28 lacs as compared to the previous year net profit of Rs. 2.67 lacs.

b. Material Changes & Commitments, if any:

The Company has changed its name from Carewell Industries Limited to Trivikrama Industries Limited vide fresh Certificate of Incorporation dated 16th August, 2016 pursuant to declaration of Postal Ballot results dated 16th July, 2016.

Further the Company vide declaration of Postal Ballot results dated 16th July, 2016 inserted two new clauses in the Object Clause of the Memorandum of Association of the Company. The Brief details of the New Object Clause is as follows:

"Trading and dealing in raw and process materials, semi-products and end products of carbon, chemicals, coal including coke in all its forms, lignite, limestone, molasses, non-ferrous metals and alloys, iron and steel and other allied items and industrial raw materials. Also deal with all kinds of scraps, ferrous and nonferrous scraps including but not limited to aluminium scraps, lead scraps, brass scraps, lead alloy scraps, copper scraps, copper alloy scraps, and all other scraps including their extrusions."

c. Dividend:

Your Directors do not recommend any dividend for the year under review, and has decided to retain the surplus with the company for furthering the growth of the Company.

d. Transfer to Reserves:

The entire net profit of the company for the FY 2016-2017 is retained as Surplus. The Company has not proposed to transfer any amount to any reserve.

e. Deposits:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 76 of the Companies Act 2013 and the rules made there under. There are no public deposits, which are pending for repayment.

f. Particulars of loans, guarantees or investments:

Loans and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

g. Particulars of contracts or arrangements made with related parties:

During the period under review the Company has not entered into any contracts or arrangements with related parties referred to in Section 188 of the Companies Act, 2013 read with rules made there under. The Policy on Related Party Transaction is available on our website www.trivikrama.com.

h. Variation in market Capitalization:

Particulars As at 31st March, 2017 As at 31st March, 2016 Increase / Decrease in %
Market Value per share 4.93 5.75 (14.26)
No. of Shares 71,14,500 71,14,500 -
Market Capitalization 3,50,74,485 4,09,08,375 (14.26)
EPS (Standalone) 0.004 0.041 -
Price earnings ratio 1,169.15 143.75

-

 

Percentage increase/decrease in the Market Price of the Shares in comparison with the last Issue. (67.13)

i. Managements Discussion and Analysis:

Managements Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is appended as Annexure I to this report.

j. Directors Responsibility Statement:

Pursuant to Section 134(3) (c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

k. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

2. Human Resource Management:

To ensure good human resources management at "Trivikrama Industries Limited", we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

a. Particulars of employees:

During the year under review the Company

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure II to this report.

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Details of the Top 10 employees as on 31st March, 2017 as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows;

Particulars of Employees as on 31stMarch, 2017

Name M Suguna
Age 31
Designation Chief Financial Officer
Nature of Employment Permanent
Monthly Remuneration 17,000
Qualification Bachelors in Commerce
Experience in years 9 Years of Experience in the field of Accounting.
Date of Joining 15th May, 2014
Particulars of Previous Employment Onesource Ideas Private Limited as an Accountant.

Note: As on 31st March, 2017, the company has only 1 employee on the permanent roll of the Company.

The Company currently does not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence, a WholeTime Director:

> Mr. M Soundararajan (DIN: 07543168) has been acting as the Managing Director of the Company w.e.f., 22nd June, 2016.

ii. Company Secretary:

> The Position of Company Secretary is vacant in the Company. The Board is in the Process of identifying a suitable candidate for the position of Company Secretary.

iii. Chief Financial Officer (CFO):

> Mrs. M. Suguna has been acting as the CFO of the Company w.e.f., 15th May, 2014. However, recently she resigned from the said post w.e.f., 02nd August, 2017.

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. At Trivikrama Industries Limited it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

In-pursuance of Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 the compliance of Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) & para C, D, E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 is not applicable for a company having paid up of 10 Crore or Net-worth of 25 Crore, in the immediate preceding FY & for a listed entity which has listed its specified securities on the SME Exchange.

As the securities of your Company are listed at BSE-SME Platform, the Corporate Governance Report as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company.

a. Compliance Department:

During the year under review, following changes took place with respect to the Compliance Officer of the Company:

> Mr. Baskaran Sathya Prakash (DIN: 01786634) was acting as the Compliance office of the Company from 1st April, 2016. He resigned from the position of Directorship of the Company with effect from 21stJune, 2016, thus also vacating the position of Compliance Officer.

> Mr. M Soundararjan (DIN: 07543168) was appointed as Managing Director of the Company with effect from 22nd June, 2016 at the Board Meeting held on 21stJune, 2016, further at the same meeting he was also appointed as the Compliance Officer of the Company with effect from 22nd June, 2016.

> The Board is in the Process of identifying a suitable candidate for the position of Company Secretary cum Compliance Officer.

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.

b. Information on the Board of Directors of the Company:

During the year under review, following changes took place in the Composition of Board of Directors of the Company;

(i) The Board of Directors at the Board Meeting held on 21st June, 2016 approved the following;

> Appointment of Mr. M Soundararjan (DIN: 07543168) as the Additional Director of the Company w.e.f., 21st June, 2016 to hold office till the conclusion of the ensuing Annual General Meeting;

> Taking on record the resignation tendered by Mr. Baskaran Sathya Prakash (DIN: 01786634) Managing Director of the Company expressing his inability to continue as Director of the Company and the same was accepted by the Board and he was relieved from the Directorship of the Company w.e.f., 21st June, 2016.

• Appointment of M Soundararjan (DIN: 07543168) as the Managing Director of the Company for a period of one year from 22nd June, 2016 to 21st June, 2017 subject to the approval of the Shareholders of the Company.

(ii) The Shareholders at the Annual General Meeting of the Company held on 29thSeptember, 2016 approved the following;

> Re-appointment of Mrs. Rathinamala (DIN: 02711992), Director who retire by rotation at the Annual General Meeting.

• Regularization of Mr. Raji (DIN: 07302320) as Independent Director of the Company for a term of five years i.e. upto 29th January, 2021.

• Regularization of Mr. Soundararajan (DIN: 07543168) as Director of the Company and further ratification of his appointment as Managing Director of the Company to hold office from 22nd June, 2016 to 21st June, 2017.

(iii) The Board of Directors of the Company at the Meeting held on 13th April, 2017 approved the following;

• Appointment of Mr. Krishna Prasad (DIN: 07553807) as Additional cum Independent Director w.e.f 13th April, 2017.

• Appointment of Ms. Purushotham Preetha (DIN: 07791399) as Additional cum NonExecutive Director w.e.f 13th April, 2017.

• Taking on record the resignation of Ms. Rathinamala (DIN: 02711992) from the Directorship of the Company w.e.f 13th April, 2017.

• Taking on record the resignation of Mr. Balaji (DIN: 05276267) from the Directorship of the Company w.e.f 13th April, 2017.

(iv) The Board of Directors of the Company at the Meeting held on 30th May, 2017 approved the following;

• Re-Appointment of Mr. M Soundararajan as Managing Director for a period of 15 Months effective 22nd June, 2017 upto 30th September, 2018.

In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company;

• Mr. Soundararajan, (DIN: 07543168), who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment.

• Mr. Krishna Prasad (DIN: 07553807) be regularised as the Independent Director of the Company for a period Five years with effect from 13th April, 2017 to 12th April, 2022.

• Ms. Purushotham Preetha (DIN: 07791399) be regularised as the Director of the Company.

• Ratification of re-appointment of Mr. Soundararajan(DIN: 07543168), as the Managing Director of the Company for a period of 15 Months effective 22nd June, 2017 upto 30th September, 2018.

c. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.trivikrama.com.

d. Details with regards to meeting of Board of Directors of the Company at attendance thereof:

During the FY 2016-2017, 11 (Eleven) meetings of the Board of Directors of the Company were held i.e. on 04th April, 2016, 23rd May, 2016, 27th May, 2016, 11th June, 2016, 21st June,2016 08th July, 2016, 16th July, 2016, 31st August, 2016, 08th September, 2016, 12th November, 2016, and 01st March, 2017.

Details of the attendance at the Board Meetings during the financial year and at the last Annual General Meeting and also the number of Directorships held by Directors is mentioned below;

Note:

*The Directorships held by the Directors as mentioned below do not include Alternate Directorships and Directorships held in Foreign Companies, and Companies registered under Section 25 of the Companies Act, 1956 or Section 8 of the Companies Act, 2013.

#In accordance with Regulation 26(b) of SEBI Listing Regulations, Memberships / Chairmanships of only the Audit Committees and Stakeholders Relationship Committee in all Public Limited Companies has only been considered.

1 Appointed as Additional Director w.e.f.21st June, 2016.

2 Resigned from the Board of Directors w.e.f 21st June, 2016

3 Appointed as Managing Director w.e.f 22nd June, 2016.

4 Appointed as Additional Director w.e.f 13th April, 2017.

5 Resigned from the Board of Directors w.e.f 13th April, 2017

e. Policy on Directors appointment and remuneration:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2017, the Board consist of 4 Members, 1 of whom is an Executive Director and 1 of whom is an Non-Executive Director and the other 2 are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is appended as Annexure III to this report. We affirm that the remuneration paid to the director is as per the terms laid out in the said policy.

f. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

g. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailed Appointment Letter incorporating the role, duties and responsibilities, remuneration and performance evaluation process, Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Report, the Code of Conduct, the Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders ("Code of Conduct - PIT") and the Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the "Fair Practice Code"), Tentative Schedule of upcoming Board and Committee meetings.

The Company through its Executive Directors / Key Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.

Thus such programs / presentations provides an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Companys strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The Policy on the Familiarization Programme for Independent Directors is available on our website www.trivikrama.com

h. Boards Committees:

i. Composition of the Committees of the Board as on the date of this Report is mentioned below;

Name of the Committee Name of the Company Member Position in the Committee
Audit Committee Ms. Krishna Prasad Chairman
Mr. Raji Member
Mr. M Soundarajan Member
Nomination and Remuneration Committee Mr. Krishna Prasad Chairman
Mr. Raji Member
Ms. Purushotham Preetha Member
Stakeholders Relationship Committee Mr. Krishna Prasad Chairman
Mr. Raji Member
Mr. M Soundarajan Member

ii. Meeting of Audit Committee and attendance:

During the financial year under review, the Audit Committee Meetings were held 5 times a year viz., 27th May, 2016, 31st August, 2016, 08th September, 2016, 12th November, 2016 and 01st March, 2017 and the attendance of the members at the Audit Committee meetings was as follows:

o

Attendance Particulars

tName of the Director Meeting Held during his tenure Meeting Attended during his tenure
Mr. Balaji 3 5 5
‘Mr. Raji 4 & 7 5 5
Mr. Baskaran Sathya Prakash 1 1 1
Mr. M Soundararajan 2 4 4
Mr. Krishna Prasad 5 & 6 NA NA

esigned from the Board of Directors w.e.f 21st June, 2016, thus also vacating the Committee Membership as well.

2 He was inducted as Committee Member w.e.f 22nd June, 2016.

3 He resigned from the Board of Directors w.e.f 13th April, 2017 thus also vacating the Committee Membership and Chairmanship as well.

4 He was appointed as the Committee Chairman w.e.f., 13th April, 2017

5 He was inducted as a Committee Member w.e.f 13th April, 2017

6 The Committee was reconstituted on 13th May,2017 and he was re-designated as the Chairman of the Committee.

7 The Committee was reconstituted on 13th May,2017 and he was re-designated as the Member of the Committee

iii. Meeting of Nomination and Remuneration Committee and attendance:

During the financial year under review, the Nomination and Remuneration Committee Meetings was held twice in a year viz., 21st June, 2016 and 31st August, 2016 & the attendance of the members at the Nomination and Remuneration Committee meeting was as follows:

Name of the Director

Attendance Particulars

Meeting Held during his tenure Meeting Attended during his tenure
Mr. Balaji 1 2 2
Mr. Raji 3 & 6 2 2
Mrs. Rathinamala 2 2 2
Mr. Krishna Prasad 4 & 5 - -
Ms. Purushotham Preetha 4 - -

Note:

1 He resigned from the Board of Directors w.e.f 13th April, 2017 thus also vacating the Committee Membership and Chairmanship as well.

2 She resigned from the Board of Directors w.e.f 13th April, 2017 thus also vacating the Committee Membership as well.

3 He was appointed as the Committee Chairman w.e.f., 13th April, 2017

4 They was inducted as a Committee Member w.e.f., 13th April, 2017

5 The Committee was reconstituted on 13th May,2017 and he was re-designated as the Chairman of the Committee.

6 The Committee was reconstituted on 13th May,2017 and he was re-designated as the Member of the Committee.

iv. Meeting of Stakeholder Relationship Committee and attendance:

During the financial year under review, Stakeholder Relationship Committee Meetings were held 4 times a year viz., 27th May, 2016, 31st August, 2016, 12th November, 2016 and 01st March, 2017 and the attendance of the members at the Stakeholder Relationship Committee meeting was as follows:

Attendance Particulars

Name of the Director Meeting Held during his tenure Meeting Attended during his tenure
Mr. Balaji 3 4 4
Mr. Raji 4 & 7 4 4
Mr. Baskaran Sathya Prakash 1 1 1
Mr. M Soundararajan 2 3 3
Mr. Krishna Prasad 5 & 6 NA NA

Note:

1 He resigned from the Board of Directors w.e.f 21st June, 2016, thus also vacating the Committee Membership as well.

2 He was inducted as Committee Member w.e.f 22nd June, 2016.

3 He resigned from the Board of Directors w.e.f 13th April, 2017 thus also vacating the Committee Membership and Chairmanship as well.

4 He was appointed as the Committee Chairman w.e.f., 13th April, 2017

5 He was inducted as a Committee Member w.e.f 13th April, 2017

6 The Committee was reconstituted on 13th May, 2017 and he was re-designated as the Chairman of the Committee.

7 The Committee was reconstituted on 13th May, 2017 and he was re-designated as the Member of the Committee.

i. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its "own performance", its "Board committees" and of "individual directors" in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole was evaluated, The same was discussed in the Board meeting that followed the meeting of the independent Directors at which the report as submitted by the Independent Directors was taken on record and discussed.

j. Listing:

The Equity Shares of "Trivikrama Industries Limited" (Scrip Code: 538579) is listed on the BSE-SME platform.

Your Company has paid the Listing Fees to the Stock Exchange for the FY 2016-2017.

k. Utilization of the Proceeds from IPO:

The Object for which the funds were raised by the Company by way of IPO is as follows;

i. Brand Building

ii. Meeting Additional Working Capital Requirements

iii. Meeting Public Issue Expenses

The other Objects of the Issue also include creating a public trading market for the Equity Shares of our Company by listing them on BSE. We believe that the listing of our Equity Shares will enhance our visibility and brand name and enable us to avail of future growth opportunities.

The estimated cost of Brand Building was Rs. 208.28 lacs, out of which the Company has utilized Rs. 60.05 lacs towards the Brand Building and additional working capital requirements was Rs. 240.00 lacs and out of which the Company has utilized Rs. 80.00 lacs towards advances for materials. Further the Company has instead of keeping the funds ideal, has employed the balance funds for timing being in Loan and Fixed Deposits for negating the diminution in the value of money.

IPO Proceeds and Net Proceeds :
Particulars Amount (in lacs)
Issue Proceeds 496.80
Less : Issue Related Expenses 53.23
Net Proceeds 443.57

 

FY 2016-2017 FY 2015-2016
Particulars Amount (Rs. in Lacs) Amount (Rs. in Lacs)
Brand Building 60.05 60.05
Advances for Materials 80.00 80.00
Advance for Purchase of Shares -
Interest Bearing Loans 288.52 303.52
Cash and Bank Balances 15.00 -
Other Advances - -
F.D. with Bank - -

l. Information in terms of Section II of Part II of the Schedule V of the Companies Act, 2013:

(i) Elements of remuneration Package of all the Director:

The details with regards to the remuneration Package of Director(s) is provided in "Point No. VI" of the Extract of Annual Return in the prescribed format prepared in accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013

(ii) Details of Fixed Component and Performance linked incentives along with the performance criteria:

The Company currently pays remuneration to only the Executive Director. The Company does not pay any remuneration by whatever name so called to its Non-Executive Director. Currently the entire remuneration being paid to the Executive Director contains only Fixed Component.

(iii) Service Contract, Notice Period and Severance Fees:

The Company has not entered in to any Service Contract with Mr. Mannankattipillai Soundararajan, Managing Director of the Company. Thus there is no Fixed Notice Period or Severance Fees.

(iv) Stock Options, if any:

The Company currently does not have any stock option scheme for its Employees or Directors.

4. Auditors:

a. Statutory Auditor:

At the Annual General Meeting held on 05th August, 2014, M/s. R A N K S & Associates, Chartered Accountants, (Firm Registration No. 329271E) were appointed as statutory auditors of the Company from the conclusion of the 30thAnnual General Meeting of the Company held on 05th August, 2014 till the conclusion of the 34thAnnual General Meeting to be held in the year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. R A N K S & Associates., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

b. Secretarial Auditors:

Ms. Deepika K, Company Secretary (COP: 18437) was appointed to conduct the Secretarial Audit of the Company for the FY 2016-2017, as required under the Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the FY 2016- 2017 is appended as Annexure IV to this report.

c. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

(i) by the Statutory Auditors in the Audit Report:

The Auditors report does not contain any qualifications, reservations or adverse remarks.

(ii) by the Secretarial Auditors in the Secretarial Audit Report:

> The Company has not appointed a Company Secretary and/or Compliance Officer in terms of Section 203 (1)(ii) of the Companies Act, 2013 and Regulation 6 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Board with respect to the above mentioned qualification herewith submits that, the Board is in the Process of identifying a suitable candidate for the position of Company Secretary cum compliance Officer.

> The Company has not appointed an Auditor/Firm of Auditors who has/have subjected himself/themselves to peer review process and holds a valid certificate issued by Peer Review Board of Institute of Chartered Accountants of India as stipulated under Regulation 33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The Board with respect to the above mentioned qualification herewith submits that, the Board is in the Process of identifying a suitable Auditor/Firm of Auditors who has/have subjected himself/themselves to peer review process and holds a valid certificate issued by Peer Review Board of Institute of Chartered Accountants of India; However, the Board of Directors are of the view that M/s. R A N K S & Associates, Chartered Accountants, the Statutory Auditors of the Company are competent to handle the auditing of the Company.

d. Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s 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 disclosures.

e. Risk Management:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Risk Management Policy of the Company is available on our website www.trivikrama.com.

f. Vigil Mechanism:

The Company has established a mechanism for Directors and employees to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company. The same has been disclosed in the corporate governance report under the heading Whistle Blower Policy, which forms part of the directors report. The Whistle Blower Policy is available on our website www.trivikrama.com.

g. Statement on Material Subsidiary:

The Company throughout the FY 2016-2017 had only one Subsidiary Company i.e., M/s. CKM Homecare Solutions Private Limited.

Our Subsidiary Company, CKM Homecare Solutions Private Limited, purchased the trade mark "ROOSTER" from Sun-Up Botanics Private Limited, Mumbai vide Deed of Assignment dated July 21, 2011. An application was made to the Registrar of Trademarks for entering the name of CKM Homecare Solutions Private Limited in the Register of Trade Marks as proprietor of the trademark "ROOSTER". Currently, CKM Homecare Solutions Private Limited is the proprietor of the trade mark "ROOSTER" bearing no. 365452 in respect of "Insect Repellent Preparations" included in Class 5. The registration is valid upto August 28, 2018.

During the FY 2016-2017, the Board of Directors (the Board) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company with that of its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure V to the Board’s report. The statement also provides the details of performance, financial position of the subsidiary.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of our subsidiary, are available on our website www.trivikrama.com.These documents will also be available for inspection during business hours at our registered office in Chennai, India.

The Policy on Identification of Material Subsidiaries is available on our website www.trivikrama.com.

h. Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has constituted a comprehensive Code titled as "Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders" which lays down guide lines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company. The said Code is available on our website www.trivikrama.com.

5. 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 is not applicable to the company.

a. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo:

(i) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption etc., are not applicable.

(ii) Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any foreign exchange during the year under review.

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

6. Others:

a. Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure VI to this Report.

b. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

c. 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 requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (permanent, Contractual, temporary, Trainees) are covered under this policy.

During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

d. Reporting of Fraud by Auditors:

No Fraud has been reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013.

e. Soliciting Shareholders Information:

This is to inform you that the company is in the process of updation of records of the shareholders in order to reduce the physical documentation as far as possible

With new BSE Uniform listing agreement, it is mandatory for all the investors including transferors to complete their KYC information. Hence, we have to update your PAN No., Phone no. and e-mail id in our records. We would also like to update your current signature records in our system. To achieve this, we solicit your co-operation in providing the following details and further request you to update all your records with your Depository Participant (DP).

f. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend, voting, or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the company under any scheme.

(iii) Redemption of Preference Shares and/or Debentures.

7. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels because without their hard work, and support, your companys achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

By Order of the Board of Directors
For TRIVIKRAMA INDUSTRIES LIMITED
Sd/- Sd/-
M SOUNDARARAJAN PURUSHOTHAM PREETHA
Date : 02.08.2017 (DIN: 07543168) (DIN: 07791399)
Place : Chennai Managing Director Director