To,
The Members,
Trio Mercantile & Trading Ltd.
Your Directors have pleasure in presenting their 21st Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31, 2023.
1. FINANCIAL RESULTS
(Rupees in Hundred)
|
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
| Total Income from Operations |
459426.88 |
524566.13 |
| Finance Cost |
96.17 |
6.24 |
| Depreciation |
- |
- |
| Profit before Taxation |
(9949.49) |
(45976.45) |
| Provisions for Taxes |
71.60 |
83.71 |
| Exceptional Items |
- |
- |
| Profit after Taxes |
(10021.09) |
(46060.16) |
| Balance brought forward |
(161568.34) |
(117347.07) |
| Prior Period |
- |
- |
| Earlier Year Taxes |
- |
1838.90 |
| Profit carried to Balance Sheet |
(171589.43) |
(161568.34) |
| Earnings per share |
(0.0001) |
(0.0007) |
2. Brief description of the Company's working during the year/State of Company's
affair
During the year income from operations was Rs 459426.88 hundred compared to income from
operations of Rs 524566.13 Hundred during the previous financial year. The Loss was Rs
9949.49 Hundred as compared to loss of Rs 45976.45 Hundred during the previous financial
year.
3. Dividend
The Directors do not recommend any Dividend for the Financial Year 2022-23.
4. Reserves
Company does not propose to transfer any amount to the General Reserve.
5. Share Capital
The paid up capital of the Company as on 31st March, 2023 was Rs 13,58,732.08
hundred.During the year under review, the Company has not issued shares with differential
voting rights, sweat equity shares and shares under Employees Stock Option Scheme
6. Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of the
Company Mr. Deepak Mehta Managing Directorof the Company retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer himself for reappointment.
The Company has received declarations from the Independent Directors of the Company
confirming that they meet criteria of independence as prescribed both under the act and
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
Pursuant to the provisions of Section 2 (51) and 203 of the Act, the Key Managerial
Personnel of the Company are Mr. Deepak Mehta, Managing Director, Mr. Hiren Kothari, Chief
Financial Officer and Ms. Meghha Trivedi, Company Secretary.
7. Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in the Annual Report is annexed as
(Annexure-I) None of the employee was drawing remuneration in excess of the limits set out
in the terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Having regard to the provisions of the first proviso to Section 136(1) of the Act and
as advised, the Annual Report excluding the aforesaid information is being sent to the
members of the Company. The said information is available for inspection at the registered
office of the Company during working hours and any member interested in obtaining such
information may write to the Company at the registered office of the Company and the same
will be furnished on request.
8. Meetings
During the year Seven Board Meetings and FiveAudit Committee Meetings were convened and
held. The details of which are given in the Corporate Governance Report. The intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013.
9. Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of Audit, Nomination & Remuneration Committees.
The manner in which the evaluation has been carried out is explained as follows:-
Pursuant to the provisions of the Act and the SEBI Listing Regulations, 2015, the Board
has carried out the annual performance evaluation of the Directors individually as well as
evaluation of the working of the Board and of the Committees of the Board, by way of
individual and collective feedback from Directors.
The following were the Evaluation Criteria:
a) For Independent Directors:
Knowledge and Skills
Professional Conduct
Duties, Role and Functions
Fulfillment of the Independence Criteria and their independence from the management
b) For Executive Directors:
Performance as Team Leader/Member
Evaluating Business Opportunity and analysis of Risk Reward Scenarios
Set Key Goals and Achievements
Professional Conduct and Integrity
Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
10. Remuneration Policy:
The policy of the Company on directors' appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of section 178 of the Companies
Act,2013, is available on our website, at
http://www.triomercantile.com/Policy_Code.aspx/remuneration%20policy. There has been a
changes in the policy in this period under review. We affirm that the remuneration paid to
the directors is as per the terms laid out in the Remuneration Policy of the Company.
11. AUDITOR AND AUDITORS' REPORT: -STATUTORY AUDITORS
M/s Bilimoria Mehta & Co., Chartered Accountants (FRN 101490W) appointed as Auditor
of the Company, for a term of 5 (five) consecutive years, at the 18th Annual General
Meeting held on 26th December, 2020 till the 23rd Annual General Meeting.
Auditors' Report:
The auditor's Report does not contain any qualification. Notes to accounts Auditors
remarks in their report are self-explanatory and do not call for any further comments.
INTERNAL AUDITORS Pursuant to the provisions of Section 138 of the Companies Act, 2013
and rules made there under, the Board has appointed MEENAKSHI MANISH JAIN &
ASSOCIATES (Firm Registration No. 145031 W) as Internal Auditors.
Secretarial Audit Report:
In terms of Section 204 of the Act and Rules made there under, Shreya Shah,Practicing
Company Secretary have been appointed Secretarial Auditors of the Company. The report of
the Secretarial Auditors is enclosed as Annexure II to this report.
Sr. No. Qualification in Secretarial Audit Report |
Management Comments |
| 1. Proviso to Regulation 19(2) read with Regulation 27(2)(a) of LODR
Regulations, 2015-Noncompliance by appointing Non-Executive Chairman of the listed entity
as Chairman for Nomination and Remuneration Committee for the quarter ended 30th
September, 2022 |
We have given Explanation to Bombay Stock Exchange as follows: In this
regard, we want to clarify that Mr. Bhadresh Shah was never ever appointed as a
Chairperson of Nomination and remuneration committee. Name of Mr. Bhadresh Shah was
erroneously punched as a Chairperson of Nomination and remuneration committee at the time
of first disclosure and that blindly followed in every disclosure. Only at the time of
your findings we also came to know this error. We have checked initial minutes of Board of
directors in which Mr. Nehul Chedda, Independent Director was appointed as a Chairperson
of Nomination and remuneration committee. |
| 2. Section 108 of the Act read with Rule 20 of the Companies (Management
and Administration) Rules, 2014 Non-publication of advertisement in English language and
regional language newspapers confirming completion of dispatch of Notice of 20thAnnual
General Meeting (AGM) of the Company and Annual Report for the FY 2021-22 |
Advertisement given to News Paper Agency for publication but it was
missed by the News Paper Agency from their end. There is no mistake of the Company in it. |
| 3. Section 117 of the Act read with Rule 24 of the Companies (Management
and Administration) Rules, 2014 – Delayed filing of (a) e-Form MGT-14 vide SRN
F46114054 dated 30th October 2022 for registering the Resolutions passed in the AGM of the
Company held on 30th September, 2022 with Registrar of Companies, Mumbai (RoC) after
payment of additional fees; and (b) e-Form MGT-14 vide SRN AA2258837 dated 1st April, 2023
for registering the Board Resolution for appointment of Secretarial Auditor for FY 2022-23
was filed with RoC after payment of additional fees. |
It was inadvertently got dealy and complied the form with additional
fees. |
| 4. Section 179(3) of the Act read with Rule 8 of the Companies (Meeting
of Board and its Powers) Rules, 2014- Non-filing of e-Form MGT-14 for registering the
Board Resolution passed for (a) appointment of Internal Auditor for FY 22-23 (b)
re-appointment of Mr. Deepak Mehta as Managing Director of the Company; |
There is no need to file the form as Internal Auditor is appointed on
14.11.2019 for long term and not for a fixed term so we do not need to file the form every
year for his appointment. |
| 5. Section 196 of the Act read with Rule 3 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 e-Form MR-1 vide SRN AA2526932 dated
12th April, 2023 for registering the re-appointment of Mr. Deepak Mehta as Managing
Director of the Company was filed with RoC with delay after payment of additional fees. |
It was inadvertently got delay and complied the form with additional
fees. |
12. Vigil Mechanism/Whistler Bowler Policy :
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Agreement a
Vigil Mechanism/ Whistler Bowler Policy for directors and employees to report genuine
concerns has been established. The Vigil Mechanism Policy/Whistler Bowler Policy has been
uploaded on the website of the Company
http://www.tricomercantile.com/download%5CWhistle%20Blower%20Policy.pdf
13. Risk management policy
The Company has framed a Risk Management Policy to identify and access the key business
risk areas and a risk mitigation process.
A detailed excise is being carried out that the organization faces such as strategic,
financial, credit, market, liquidity, legal, regulatory and other risks. The Board
periodically reviews the risks and suggests steps to be taken to control and mitigate the
same through a properly defined framework.
14. Extract of Annual Return:
The Annual Return as required under Section 92 and section 134 of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is
available on the website of the Company at www.triomercantile.com
15. Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report
There is no material changes and commitments, affecting the financial position of the
Company which have occurred between the end of Financial Year of the Company to whichthe
Financial Statements relate the date of the report.
16. Adequacy of Internal Financial Controls :
The Company has adequate internal financial controls in place with reference to
financial statements. These are continually reviewed by the Company to strengthen the same
wherever required. The internal control systems are supplemented by internal audit carried
out by an Internal Auditor and Statutory Auditor and periodical review by management. The
Audit Committee of the Board addresses issues if any, raised by both, the Internal
Auditors and the Statutory Auditors.
17. Deposits
Your Company has neither accepted nor renewed any deposit within the meaning of Section
73 and other applicable provisions, if any, of the Companies Act, 2013 and the necessary
rules made there under during the year ended 31st March, 2023.
18. Particulars of loans, guarantees or investments under section 186:
Details of Loans, Guarantees and Investments, if any covered under the provisions of
Section 186 of the Act are given in the notes to the Financial Statements.
19. Particulars of contracts or arrangements with related parties:
All related party transactions done by the Company during the financial year were at
arm's length and in ordinary course of business. All related party transactions were
placed in the meetings of Audit Committee and the Board of Directors for their necessary
review and approval. During the financial year your Company has not entered into any
material transaction (as per SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015) with any of its related parties which may have potential conflict with
the interest of the Company at large. Disclosure pursuant to Accounting Standards on
related party transactions have been made in the notes to the Financial Statements. To
identify and monitor significant related party transactions Company has also framed a
policy on the related party transactions and the same is available on the Company's
website http://http://
www.triomercantile.com/Policy_Code.aspx/policy%20on%20related%20party%20transaction
20. Corporate Governance Certificate:
The Compliance certificate from the auditors regarding compliance of conditions of
corporate governance as stipulated in SEBI (Listing obligation and Disclosure
Requirements) Regulation, 2015 annexed with the report.
21. Management Discussion and Analysis:
The Management Discussion and Analysis forms part of this Annual Report for the year
ended 31st March, 2023.
22. Disclosures:
Audit Committee:
During the year Audit Committee comprises of Three Directors, two of whom are Non
Executive and Independent Directors and one Director who is Promoter and Executive
Director. All the Directors possess knowledge of corporate finance, accounts and company
law. An Independent, Non Executive Director acts as Chairman of the Committee Meetings.
23. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
The information as prescribed under Section 134(3) (m) of the Companies Act, 2013, read
with the Companies (Accounts) Rules, 2014 is as follows:
A. Conservation Of Energy:
The operations of your Company are not energy-intensive. However, adequate measures
have been taken to ensure that there is optimum utilization of energy with no wastage, as
far as possible.
B. Technology Absorption And Research & Development:
Your Company takes efforts to adapt latest technology and techniques, which helps it to
be in competition.
C. Foreign exchange earnings and outgo - Nil 24. Human Resources
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invests in attraction, retention and development of talent on
an ongoing basis. A number of programs that provide for the motivation of the employees.
25. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall 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, in the case of a listed company, had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.
(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.
26. Obligation of Company under The Sexual Harassment of women at workplace
(Prevention, Prohibition and redressal) Act, 2013
There is no requirement of Committee as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made there under as
employees are below the threshold limit.
27. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work the Company is
able to achieve the results.
Registered Office: |
By Order of the Board |
| 613/B, Mangal Aarambh, |
DEEPAK MEHTA |
BHADRESH SHAH |
| Kora Kendra Road, Borivali (West), |
MANAGING DIRECTOR |
DIRECTOR |
| Mumbai - 400 092. |
(DIN : 00046696) |
(DIN : 08028036) |
| CIN : L51909MH2002PLC136975 |
|
|
| Place : Mumbai |
|
|
| Date : 01.09.2023 |
|
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