To the Members,
Your Directors have pleasure to present the 35th Annual Report on the
business and operations of the Company and accounts for the financial year ended 31st
March, 2023.
FINANCIAL HIGHLIGHTS
A brief overview on Financial Performance for the Financial Year ended March 31, 2023
is as follows:
Particulars |
Year Ended 31st March 2023 |
Year Ended 31st March 2022 |
| Revenue from Operations |
335.51 |
178.99 |
| Other Income |
10.64 |
1.55 |
| Less: Other Expenses |
308.72 |
152.07 |
| Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax
Expense |
37.43 |
28.47 |
| Less: Depreciation |
10.08 |
9.76 |
| Profit /loss before Finance Costs, Exceptional items |
27.35 |
18.71 |
| and Tax Expense |
|
|
| Less: Finance Costs |
11.73 |
10.18 |
| Profit /loss before Exceptional items and Tax Expense |
15.62 |
8.53 |
| Add/(less): Exceptional items |
- |
- |
| Profit /loss before Tax Expense |
15.62 |
8.53 |
| Less: Tax Expense (Current & Deferred) |
4.10 |
(0.05) |
| Profit /loss for the year (1) |
11.52 |
8.58 |
| Other Comprehensive Income/loss (2) |
- |
(0.47) |
| Total (Comprehensive Income (1+2) |
11.52 |
8.11 |
| Add: Balance B/F from the previous Year |
(241.84) |
(243.12) |
Balance Profit / (Loss) C/F to the next year |
(230.33) |
(241.84) |
Earnings Per Share |
0.19 |
0.41 |
| (i) Basic & Diluted (both) |
|
|
Consolidated |
|
|
Particulars |
Year Ended 31st March 2023 |
Year Ended 31st March 2022 |
| Revenue from Operations |
335.51 |
178.99 |
| Other Income |
10.64 |
1.55 |
| Less: Other Expenses |
308.72 |
152.07 |
| Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax
Expense |
37.43 |
28.47 |
| Less: Depreciation |
10.08 |
9.76 |
Profit /loss before Finance Costs, Exceptional items and Tax Expense |
27.35 |
18.71 |
| Less: Finance Costs |
11.73 |
10.18 |
| Profit /loss before Exceptional items and Tax Expense |
15.62 |
8.53 |
| Add/(less): Exceptional items |
- |
- |
| Add: Share of Profit and Loss in Associates |
(0.94) |
12.21 |
| Profit /loss before Tax Expense |
14.68 |
20.74 |
| Less: Tax Expense (Current & Deferred) |
4.10 |
(0.05) |
| Profit /loss for the year (1) |
10.58 |
20.79 |
| Other Comprehensive Income/loss (2) |
- |
(0.47) |
Total (Comprehensive Income (1+2) |
10.58 |
20.32 |
Earnings Per Share |
0.19 |
0.41 |
| (i) Basic & Diluted (both) |
|
|
DIVIDEND
To strengthen the financial position of the Company, Board of Directors of the Company
did not recommend any dividend for the financial year 2022-23
PUBLIC DEPOSITS
During the Financial Year, your Company has not accepted any Deposit within the meaning
of Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits)
Rules, 2014. Accordingly, there is no unpaid deposit lying with the Company for the period
under review.
RESERVES
During the Financial Year, your Company has transferred Rs. 10.58 Lakh to reserves out
of the profits for the financial year ended on 31st March, 2023.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return as on 31st March 2023 in the prescribed form MGT-9,
pursuant to the provisions of Section 92(3) of Companies Act, 2013 and the Companies
Management and Administration) Rules, 2014 is annexed herewith as Annexure-I and
also available on the website of the Company http://www.trinitygroup.ind.in.
COMPLIANCE WITH SECRETARIAL STANDARDS
The applicable Secretarial Standards issued under Section 118 of the Companies Act 2013
have been complied with.
AUDITORS
M/s S. K. Mehta & Co., Chartered Accountants (FRN: 000478N) will be
re-appointed and will continue as Statutory Auditors of the Company as per the provisions
of Section 139 of the Companies Act 2013, The report given by the Auditors on the
financial statements of the Company are self-explanatory and therefore, do not call for
any further comments or explanations. The Auditors have not reported any fraud to the
Company required to be disclosed under Section 143(12).
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Gaurav
Ashwani & Associates, Practicing Company secretaries, were appointed as
Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for
the financial year 2022-23. The Secretarial Auditor Report submitted by them in prescribed
form MR-3 is attached as Annexure-II to this report.
The Secretarial Audit report does not contain any qualification, reservation or adverse
remark.
STATE OF COMPANY'S AFFAIRS
The principal business of the Company is to act as financial consultants, management
consultants and to provide advice, services, and consultancy in various fields. However
during the year company has added another objective of monitor of agriculture insurance
scheme and other related services. Multiple opportunities keep coming for its
consideration and future outlook for the company is good.
INTERNAL AUDITOR
The Board of Directors had appointed Mr. Kumar Pushparaj Chartered Accountants (M. No.
530584), Partner of M/s K P O & Associates, Chartered Accountants (FRN 019717C) as
Internal Auditor of the company under section 139(1) of the Companies Act, 2013 for the
F.Y. 2022-23. The Company proposes to appoint them for the current FY, i.e. 2023-24 also.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The Board of Directors of the Company is duly constituted. None of the Directors of the
Company is disqualified under the provisions of Companies Act, 2013.
As on 31st March, 2023 the Board/KMP consisted
of following: |
|
Name of Directors/ KMPs |
| 1. |
Mr. Devinder Kumar Jain (Managing Director) |
| 2. |
Mrs. Madhulika Jain (Non-executive Director) |
| 3. |
Mr. Shashank Chandhok (Independent Director) |
| 4. |
Mr. Neeraj Jha (Independent Director) |
| 5. |
Mrs. Summiti Jain (Chief Financial Officer) |
| 6. |
Ms. Piyush Kumar Srivastava (Company Secretary) |
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)
Mrs. Madhulika Jain, Director of the Company retires by rotation and being eligible
offers herself for re-appointment at the ensuing Annual General Meeting (AGM).
Mrs. Saloni Jain (DIN: 03052091), Director of the Company resigned w.e.f. 03rd
August 2022. Mrs. Sukhwant Singh (DIN: 00973805), Director of the Company resigned w.e.f.
03rd June 2022. There was no change in Managing Director during the year
2022-23 under review.
DECLARATIONS BY INDEPENDENT DIRECTOR
All 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
and also Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and that they are not aware of any circumstances or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external
influence. As on date, all the Independent Directors on the Board of the Company have
registered themselves on the Independent Directors' Databank.
CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business of the Company during financial year
2022-23. The Company operates only in a single segment of Business and as such no separate
segment reporting is required. The company is adding clauses to the Memorandum of
Associates in respect of diversification of its business; however, when the company will
start in new segment it will be decided later.
CHANGES IN SHARE CAPITAL, IF ANY
As on date, the Authorized Share Capital of the company Rs. 25,00,00,000/- (Rupees
Twenty Five Crore only) consisting of 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of
Rs.10/- (Rupees Ten) each. There is no change in the Authorized Capital. The
Paid Up Share Capital of the Company has been increased from Rs. 5,06,69,000/- to Rs.
7,91,69,000/- by way of issue of equity shares to promoters and non-promoter at price of
Rs. 11.50/- (Face Value Rs. 10/-) including the premium of Rs. 1.50/- per shares.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights during the year.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
The Company has not issued any shares/debentures as stated in Rule 12(9) of Companies
(Share Capital and Debenture Rules, 2014).
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The Company has not issued any sweat equity shares.
NUMBER OF BOARD MEETINGS
Nine Board Meetings were held during the Financial Year 2022-23. The detailed Agenda
and Notice for the Meetings was prepared and circulated in advance to the Directors within
the prescribed time. The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013.The dates of Board meeting were: 27th
May 2022, 18th July 2022, 08th August 2022, 02nd
September 2022, 09th November 2022 and 22nd November 2022, 30th
January 2023 and 10th February 2023.
Further, details regarding the number of meetings attended
by each director are as under: |
Name of the Director |
No of meetings attended |
| Mr. Devinder Kumar Jain |
8 |
| Mrs. Madhulika Jain |
8 |
| Mr. Shashank Chandhok |
8 |
| Mr. Neeraj Jha |
8 |
| Mrs. Saloni Jain |
1 |
| Mr. Sukhwant Singh |
1 |
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees or securities and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the financial
statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of the transactions entered into with related parties during the
financial year ended 31st March 2023, which could be considered material in
accordance with the Policy of the Company on materiality of Related Party Transactions
have been are set out in FORM AOC-2 in Annexure III. The Related Party Transaction
Policy as approved by the Board is available on the website of the Company.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes or commitments affecting the financial position of the
Company which have occurred between 31st March 2023 and the date of this
report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are
as under: a) Conservation of Energy:
i) The Steps taken or impact on conservation of Energy |
Energy conservation continues to receive priority attention at all
levels. All efforts are made to conserve and optimize use of energy with continuous
monitoring, improvement in maintenance and distribution systems and through improved
operational techniques. |
ii) The Steps taken by the Company for utilizing alternate source of
energy |
Company has not taken any step for utilizing alternate sources of
energy. |
iii) The Capital Investment on energy conservation equipments |
Company has not made any capital investment on energy conservation
equipments. |
b) Technology Absorption:
i) The Efforts made towards technology absorption |
Updation of technology is a continuous process, absorption implemented
and adapted by the company for innovation. |
ii) The benefit derived like product improvement, cost reduction,
product development or import substitution |
The Company had been able to successfully indigenize the tooling to a
large extent and successfully developed new products by virtue of technology absorption,
adaption and innovation |
iii) In case of Imported technology (imported during the last three
years reckoned from the beginning of the Financial Year) |
|
| Details of Technology Imported |
|
The year of Import; Whether the technology been fully absorbed |
Not applicable |
If not fully absorbed, areas where absorption has not taken place, and
the reasons thereof |
|
iv) the expenditure incurred on Research and Development. |
NIL |
c) Foreign Exchange Earnings/ Outgo: i. Total Foreign exchange earned in terms of
actual inflows during the Financial Year NIL ii. Total Foreign exchange earned in terms of
actual outgo during the Financial Year- NIL
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
During the financial year under review, the Company does not have any subsidiary.
Agrotech Risk Private Limited is a joint venture of your Company w.e.f. 24th
February 2020. Form AOC-1 is attached to the Financial Statements. The Company Agrotech
Risk Private Limited is engaged in the activity relating to the yield estimation through
technology and crop cutting experiments. The Company has tie up with the Russian company
Holding Ctrl2go Limited which holds 50.00% stake in the Agrotech Risk Pvt. Ltd. The
Company has got many tenders from the governments. The Performance of the Company is day
to day enhancing and you may see a sharp rise in the company turnover which will also
reflect in the figures of Trinity League India Limited as the Financials of Trinity League
India Limited is consolidated with Agrotech Risk Private Limited.
RISK MANAGEMENT POLICY
Risk Management is an integral part of the Company's business strategy. The Board
reviews compliance with risk policies, monitors risk tolerance limits, reviews and
analyzes risk exposure related to specific issues and provides oversight of risk across
the organization. The Board nurtures a healthy and independent risk management function to
inculcate a strong risk management culture in the Company. Your Directors periodically
review the risk associated with the business or threatens the prospectus of the Company.
The key policy is available on the website of the Company
http://trinitygroup.ind.in/policies.html
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL
There are no significant or material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to
financial statements commensurate with the size and nature of its operations.
RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /
REMUNERATION FROM ITS HOLDING OR SUBSIDIARY
Your Company has not given any commission to its Managing Director for the Financial
Year 2022-23.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The requirement of Corporate Social Responsibility in terms of Section 135 of the
Companies Act, 2013 and the rules made thereunder is not applicable to the Company.
MANAGERIAL REMUNERATION
During the year under review, no employees, whether employed for the whole or part of
the year, was drawing remuneration exceeding the limits as laid down u/s Section 197(12)
of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Hence the details required under Section 197(12) are not required to be given.
Particulars of employees as required in terms of the provisions of Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are set out in Annexure V to this report.
PARTICULARS OF EMPLOYEES
Particulars of employees as required in terms of the provisions of Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are set out in Annexure VI to this report.
During the period under review, the Company had no employee in the category specified
under Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. However, the details of the top ten employees in terms of
remuneration, forms part of this report. However, in terms of provisions of Section 136 of
the said Act, the Report and Accounts are being sent to all the members of the Company and
others entitled thereto, excluding the said details of employees. Any member interested in
obtaining such particulars may write to the Company Secretary. The said information is
also available for inspection at the Registered Office/Corporate Office of the Company
during working hours.
PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to provide a protective environment at workplace for all its
women employees. To ensure that every woman employee is treated with dignity and respect
as mandated under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013". During the period under review, no complaints were filed,
disposed of and no complaints were pending as on the end of the financial year.
AUDIT COMMITTEE
The composition and the "Terms of Reference" of the Audit Committee are in
line with the Section 177 of Companies Act, 2013, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. (Listing Regulations)
The Committee presently consists of three Directors, out of which two are Non-executive
Independent Directors and one is Executive Director. Six meetings of the Audit Committee
were held during the financial year 2022-23 as detailed hereunder.
The dates of meeting were 27th May 2022, 18th July 2022, 08th
August 2022, 02nd September 2022, 09th November 2022 and 22nd
November 2022, 30th January 2023 and 10th February 2023.
The names of the Members of the Committee and their attendance at the Meetings are as
follows:
S. No. |
Name of the Member |
Status |
No. of Meetings attended |
| 1 |
Mr. Shashank Chandhok |
Chairman |
8 |
| 2 |
Mr. Neeraj Jha |
Member |
8 |
| 3 |
Mr. Devinder Kumar Jain |
Member |
8 |
The Company Secretary acts as the Secretary of the Committee.
NOMINATION AND REMUNERATION COMMITTEE
The composition and the "Terms of reference" of the Nomination and
Remuneration Committee are in line with the Section 178 of Companies Act, 2013 and Listing
Regulations.
The Committee presently consists of three Directors, out of which two are Non-executive
Independent Directors and one is Non Executive Non Independent Director. Four meetings of
the Nomination and Remuneration Committee were held during the financial year 2022-23 as
detailed hereunder.
The dates of meeting were 18th July 2022, 02nd September 2022 and
10th February 2023
The names of the Members of the Committee and their attendance at the Meetings are as
follows:
S. No. |
Name of the Member |
Status |
No. of Meetings attended |
| 1 |
Mr. Sukhwant Singh |
Chairman |
3 |
| 2 |
Mr. Shashank Chandhok |
Member |
3 |
| 3 |
Mrs. Madhulika Jain |
Member |
3 |
The Company Secretary acts as the Secretary of the Committee.
NOMINATION AND REMUNERATION POLICY
In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of
the Company has framed a policy on directors' appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a director
and other matters provided u/s 178(3), based on the recommendations of the Nomination and
Remuneration Committee. The broad parameters covered under the Policy are Company
Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors,
Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/
Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other
Employees. The policy is available on the website of the Company
http://trinitygroup.ind.in/policies.html.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provisions of Section 177(9) of the Companies Act, 2013 the Company is
required to establish an effective vigil mechanism for Directors and employees to report
genuine concerns. The Company as part of the ‘vigil mechanism' has in place a
‘Whistle Blower Policy' to deal with instances of fraud and mismanagement, if any.
The Whistle Blower Policy has been placed on the website of the Company. This vigil
mechanism of the Company is overseen by the Audit Committee and provides adequate
safeguard against victimization of employees and also provide direct access to the
Chairperson of the Audit Committee in exceptional circumstances. During the year under
review, the Company did not receive any complaint. None of the personnel of your Company
were denied access to the Audit Committee. The policy is available on the website of the
Company.
COST AUDITOR AND THEIR REPORT
The provision of Cost Audit is not applicable to the Company.
PERFORMANCE EVALUATION
As required, the Nomination and Remuneration Committee of Directors specified the
manner for effective evaluation of performance of the Board, its Committees and individual
Directors in accordance with the provisions of the Companies Act, 2013 and the SEBI
Listing Regulations.
Accordingly, the Board of Directors has made formal annual evaluation of its own
performance and that of its committees and Individual Directors in accordance with the
manner specified by the Nomination and Remuneration Committee of Directors.
Performance of the Board was evaluated after seeking inputs from all the Directors on
the basis of the criteria such as adequacy of its 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 composition of committees, terms of reference of committees,
effectiveness of the committee meetings, participation of the members of the committee in
the meetings, etc.
The Board and the Nomination and Remuneration Committee also carried out evaluation of
the performance of individual directors on the basis of criteria such as attendance and
effective participation and contributions at the meetings of the Board and its committees,
exercise of his/her duties with due & reasonable care, skill and diligence, etc.
In a separate meeting of the Independent Directors of the Company, performance of
non-independent directors, performance of the Board as a whole and performance of the
Chairman was evaluated, taking into account the views of executive directors and
nonexecutive directors of the Company. The Chairman of the Meeting of the Independent
Directors apprised the Board about the evaluation carried by it and that the Independent
Directors were satisfied in this regard.
CORPORATE GOVERNANCE
Your Company practices a culture that is built on core values and ethical governance
practices and is committed to transparency in all its dealings. As on 31st
March 2023, the paid up equity share capital and net worth of your Company are below Rs.10
crore and Rs.25 crore respectively. Therefore, by virtue of Regulation 15 of SEBI (Listing
Obligation & Disclosure Requirements), Regulation, 2015, the compliance with the
Corporate Governance and Para C, D and E of Schedule V are not applicable to the Company.
Hence Corporate Governance Report does not form part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Management Discussion and Analysis Report is attached as
"Annexure-VIII" to this report.
DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013: a. in the preparation of the annual
accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures; b. we 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 loss of the Company for that period; c. we have taken
proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other irregularities; d. we have
prepared the annual accounts on a going concern basis; e. we have laid down proper
internal financial controls and that internal financial controls are adequate and
operating effectively in the Company. f. we have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
LISTING
Presently the Company's equity shares are listed on the BSE Ltd. The annual listing fee
for the financial year 2023-24 has been paid to the aforesaid Stock Exchange.
ACKNOWLEDGEMENT
Your Directors gratefully acknowledge all stakeholders of the Company viz. financial
institutions, Government Authorities, Customers, members, dealers, vendors, banks and
other business partners for the excellent support received from them during the financial
year. Your Directors place on record their appreciation for employees, executives, staff
and workers of the Company who have contributed to the growth and performance of the
Company. The Company operates in a single segment of Business and as such no separate
segment reporting is required
|
|
|
BY ORDER OF THE BOARD |
|
|
|
FOR TRINITY LEAGUE INDIA LIMITED |
|
|
Sd/- |
Sd/- |
Date: |
04.09.2023 |
Devinder Kumar Jain |
Madhulika Jain |
Place: |
Noida |
Managing Director |
Director |
|
|
DIN: 00437646 |
DIN: 00437683 |
|
|
Address: F 75, Sector 34, Noida |
Address: - F -75, Sector 44, Noida |
|
|
Gautam Buddha Nagar 201301 U.P |
Gautam Buddha Nagar 201301 U.P |
|