Your Directors have pleasure in presenting their 22nd Annual Report on the business and operations ofthe Company and the accounts for the Financial Year ended March 31, 2024.
1. FINANCIAL RESULTS (Rupees in Hundred)
For the year endedMarch 31, 2024
For the year endedMarch 31, 2023
Total Income from Operations
324314.87
459426.88
Finance Cost
1350.00
96.17
Depreciation
29.44
-
Profit before Taxation
(21939.08)
(9949.49)
Provisions for Taxes
70.36
71.60
Exceptional Items
Profit after Taxes
(22009.44)
(10021.09)
Balance brought forward
(171589.43)
(161568.34)
Prior Period
Earlier Year Taxes
Profit carried to Balance Sheet
(193598.87)
Earnings per share
(0.0324)
(0.0001)
During the year income from operations was ' 324314.87 hundred compared to income fromoperations of ' 459426.88 Hundred during the previous financial year. The Loss was ' 21939.08Hundred as compared to loss of ' 9949.49 Hundred during the previous financial year.
The Directors do not recommend any Dividend for the Financial Year 2023-24.
Company does not propose to transfer any amount to the General Reserve.
The paidup capital of the Company as on 31st March, 2024 was ' 13,58,732.08 hundred. Duringthe year under review, the Company has not issued shares with differential voting rights, sweat equityshares and shares under Employees Stock Option Scheme
In accordance with the provisions of the Act and the Articles of Association of the Company Mr. DeepakMehta Managing Directorof the Company retire by rotation at the forthcoming Annual General Meetingand being eligible, offer himself for reappointment.
The Company has received declarations from the Independent Directors of the Company confirmingthat they meet criteria of independence as prescribed both under the act and SEBI (Listing Obligationand Disclosure Requirements) Regulations, 2015.
Pursuant to the provisions of Section 2 (51) and 203 of the Act, the Key Managerial Personnel ofthe Company are Mr. Deepak Mehta, Managing Director, Mr. Hiren Kothari, Chief Financial Officerand Ms. Meghha Trivedi, Company Secretary.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of theAct 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 theprovisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointmentand 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, theAnnual 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 workinghours and any member interested in obtaining such information may write to the Company at theregistered office of the Company and the same will be furnished on request.
During the year Seven Board Meetings and FourAudit Committee Meetings were convened and held.The details of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act, 2013.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulations, 2015, the Board has carried out an annual performance evaluation ofits own performance.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulations, 2015, the Board has carried out an annual performance evaluation ofits 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 carriedout the annual performance evaluation of the Directors individually as well as evaluation of the workingof the Board and of the Committees of the Board, by way of individual and collective feedback fromDirectors.
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.
The policy of the Company on directors' appointment and remuneration, including the criteria fordetermining qualifications, positive attributes, independence of a director and other matters, asrequired 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 remunerationpaid to the directors is as per the terms laid out in the Remuneration Policy of the Company.
M/s Bilimoria Mehta & Co., Chartered Accountants (FRN 101490W) appointed as Auditor of theCompany, for a term of 5 (five) consecutive years, at the 18th Annual General Meeting held on 26thDecember, 2020 till the 23rd Annual General Meeting.
Auditors' Report:
The auditor's Report does not contain any qualification. Notes to accounts Auditors remarks in theirreport 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 andrules made there under, the Board has appointed MEENAKSHI MANISH JAIN & ASSOCIATES (FirmRegistration 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 CompanySecretary have been appointed Secretarial Auditors of the Company. The report of the SecretarialAuditors is enclosed as Annexure II to this report. The Report is self explanatory and our repliesto comments are as follows :
Sr.
No.
Qualification in Secretarial Audit Report
Management Comments
1.
Reg. 19(1) read with Reg. 27(2)(a) ofSEBI (LODR) Regulations, 2015.
Incorrect disclosure of Constitution ofNomination & Remuneration Committee(NRC)
In the CG Report submitted for the quarter ended 30th June, 2023, due tooversight, dates of re-appointment of Chairperson and Members of the NRCwere erroneously punched, in place of original dates of appointment.
On receipt of Review Notice under SOP guidelines, requisite clarification wasgiven and revised CG Report, was filed with BSE on 5th September 2023No fine has been paid nor waiver was applied for the alleged non-complianceby the Company and no further correspondence has been received from BSEin this regard.
The Management, however, is following up with BSE to dispose of this matter.
2.
Reg. 20(2A) read with Reg. 27(2)(a) ofSEBI (LODR) Regulations, 2015Incorrect Disclosure of Constitution ofStakeholders’ Relationship Committee(SRC)
In the CG Report submitted for the quarter ended 30th June, 2023, due tooversight, dates of re-appointment of Chairperson and Members of the SRCwere erroneously punched, in place of original dates of appointment.
3.
Reg. 27(2)(a) of SEBI (LODR)Regulations, 2015 read with SEBICircular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/567 dated 31st May, 2021.Non-disclosure of dates of Nominationand Remuneration Committee Meetingsand Stakeholders’ RelationshipCommittee Meetings held during FY2023-24.
The Company inadvertently missed out to mention dates of Nomination andRemuneration Committee Meetings and Stakeholders’ RelationshipCommittee Meetings held during the FY 2023-24 in the CorporateGovernance Reports submitted for the quarters ended on 30th June, 2023,30th September, 2023, 31st December, 2023 and 31st March 2024
4.
Reg. 40(9) read with 40(10) of SEBI(LODR) Regulations, 2015. Non-filing ofCompliance Certificate received fromPractising Company Secretary (PCS)
We inadvertently missed out to submit the said Compliance Certificate withinthe prescribed timeline of 30 days from the end of the financial year ended31st March, 2023 and on realizing the mistake on 2nd May, 2023, theCompany immediately made submission on the BSE portal to rectify the saidunintentional delay.
However, due to oversight, only covering letter was submitted and copy ofCompliance Certificate was missed out as an attachment.
As on the date of this report, no explanation was called for by the BSE in thisregard.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and SEBI (ListingObligation and Disclosure Requirements) Regulations, 2015. Agreement a Vigil Mechanism/ WhistlerBowler Policy for directors and employees to report genuine concerns has been established. TheVigil Mechanism Policy/Whistler Bowler Policy has been uploaded on the website of theCompanyhttp://www.tricomercantile.com/download%5CWhistle%20Blower%20Policypdf
The Company has framed a Risk Management Policy to identify and access the key business riskareas 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 andsuggests steps to be taken to control and mitigate the same through a properly defined framework.
The Annual Return as required under Section 92 and section 134 of the Companies Act, 2013 readwith Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on thewebsite of the Company at www.triomercantile.com
15. Material changes and commitments, if any, affecting the financial position of the companywhich have occurred between the end of the financial year of the company to which thefinancial statements relate and the date of the report
There is no material changes and commitments, affecting the financial position of the Company whichhave occurred between the end of Financial Year of the Company to whichthe Financial Statementsrelate the date of the report.
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. Theinternal control systems are supplemented by internal audit carried out by an Internal Auditor andStatutory Auditor and periodical review by management. The Audit Committee of the Board addressesissues if any, raised by both, the Internal Auditors and the Statutory Auditors.
Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 andother applicable provisions, if any, of the Companies Act, 2013 and the necessary rules made thereunder during the year ended 31st March, 2024.
Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186of the Act are given in the notes to the Financial Statements.
All related party transactions done by the Company during the financial year were at arm's lengthand in ordinary course of business. All related party transactions were placed in the meetings of AuditCommitteeand the Board of Directors for their necessary review and approval. During the financialyear your Company has not entered into any material transaction (as per SEBI (Listing Obligationand Disclosure Requirements) Regulations, 2015) with any of its related parties which may havepotential conflict with the interest of the Company at large. Disclosure pursuant to AccountingStandards 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 onthe related party transactions and the same is available on the Company's websitehttp://www.triomercantile.com/Policy_Code.aspx/policy%20on%20related%20party%20transaction
The Compliance certificate from the auditors regarding compliance of conditions of corporategovernance as stipulated in SEBI (Listing obligation and Disclosure Requirements) Regulation, 2015annexed with the report.
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31stMarch, 2024.
Audit Committee:
During the year Audit Committee comprises of Three Directors, two of whom are Non Executive andIndependent Directors and one Director who is Promoter and Executive Director. All the Directorspossess knowledge of corporate finance, accounts and company law. An Independent, Non ExecutiveDirector acts as Chairman of the Committee Meetings.
The information as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with theCompanies (Accounts) Rules, 2014 is as follows:
A. Conservation Of Energy:
The operations of your Company are not energy-intensive. However, adequate measures havebeen 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 incompetition.
C. Foreign exchange earnings and outgo - Nil
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 ongoingbasis. A number of programs that provide for the motivation of the employees.
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134of the Companies Act, 2013, shall state that-
(a) in the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profit and lossof the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the companyand 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 befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
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 employeesare below the threshold limit.
An acknowledgement to all with whose help, cooperation and hard work the Company is able toachieve the results.
By Order of the Board
MANAGING DIRECTOR DIRECTOR
Registered Office: (DIN : 00046696) (DIN : 08028036)
613/B, Mangal Aarambh,
Kora Kendra Road, Borivali (West),
Mumbai - 400 092.
CIN : L51909MH2002PLC136975
Place : Mumbai
Date : 02.09.2024