| Dear Members,
The Directors have pleasure in presenting the Thirtieth Annual Report
and the audited accounts for the financial year ended 31st March, 2015.
Financial Results
(In Lacs)
Particulars Year Ended Year Ended
2014-2015 2013-2014
Net Income from operations/sales 15064.76 11762.19
Total Expenditure 15044.04 11692.77
Profit(loss) before Income Tax 20.72 69.42
Tax Expenses 6.84 3.95
Net Profit/(Loss) for the year 13.88 65.47
Profit / (Loss) Brought forward 16.92 (49.09)
Profit /(Loss) carried to Balance Sheet 30.80 16.92
Less: Depreciation on transition to
Schedule II of the Companies Act, 2013 0.27 ---
on tangible fixed assets with nil
remaining useful life
The Directors recommend payment of 7.88 5.25
Dividend at the rate of Re.0.003 per
equity share (previous year
Re.0.002 per equity share) on
26,25,58,050 equity shares
(previous year 26,25,58,050
equity shares) of Re. 1/- each
which will absorb
Tax on proposed Dividend 1.58 0.89
Leaving a balance to be carried forward
Review of Performance
During the year the Company's Profit after tax amounts to Rs.13.88 Lacs
as compared to the last year profit of Rs. 65.47 Lacs. Barring
unforeseen circumstances, your Directors expect to achieve good results
in the coming year.
Change in the nature of business
There has been no change in the operational activities of the Company
during the year under review.
Transfer to Reserves
During the year under review, there is no transfer to reserves.
Dividend
Your Directors have pleasure in recommending for approval of the
members at the Annual General Meeting a dividend of 0.3% (Re.0.003 per
equity share of Re. 1/-). The dividend of 0.3% if approved at the
forthcoming Annual General Meeting, will result in the outflow of Rs.
7.88 lacs to the Company in addition to Rs. 1.58 lacs by way of
dividend distribution tax.
Sub Division of Equity Shares
The Board of Directors of the Company at its meeting held on 13th
March, 2014 approved a proposal to sub-divide the face value of equity
shares of the Company from Rs. 10 to Re. 1 per share. The Company
received shareholders approval through Postal Ballot for sub-division
of shares on 22nd April, 2014 and the Record Date for the same was 26th
May, 2014.
The paid up equity share capital of the Company as on 31st March, 2015
was Rs. 2625.5805 Lacs. The Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity.
Finance
Cash and cash equivalents as at March 31,2015 was Rs. 56.31 lacs. The
Company continues to focus on judicious management of its working
capital, receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
Public Deposits
Your Company has not accepted any deposits from Public within the
meaning of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
Particulars of Loans, Guarantees and Investments
The details of loans given / investments made / guarantees given /
securities provided are given in the Notes to the Financial Statements.
Management Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Equity Listing Agreement with
Bombay Stock Exchange Limited is presented in separate section forming
part of this Annual Report.
Directors & Key Managerial Personnel
Pursuant to the provisions of Section 149 of the Act, which came into
effect from April 1,2014, Mr. Vikash Dubey, Mr. Bhaskar Paul and Mrs.
Purnima Maity were appointed as independent directors at the Annual
General Meeting of the Company held on September 27, 2014. The terms
and conditions of appointment of Independent Directors are as per
Schedule IV of the Act. They have submitted a declaration that each of
them meet the criteria of independence as provided in Section 149(6) of
the Act & Clause 49 of Equity Listing Agreement with BSE and there has
been no change in the circumstances which may affect their status as
independent director during the year.
Mr. Vikrant Kayan, Managing Director of the Company retires by rotation
at the ensuing Annual General Meeting of the Company and being eligible
offer himself for re-appointment.
Mr. Sukumar Das, Director stepped down from the Board of the Company on
May 20, 2015 due to pre-occupations. The Board places on record its
appreciation of the invaluable contribution and guidance provided by
him.
Mr. Shyam Gurung was appointed as Additional, Non Executive Director
with effect from May 27, 2015. He is Commerce graduate from Calcutta
University and with an expertise in Accounts & Finance. He has strong
execution capabilities and is adept at innovation, team building and
leadership. His appointment will immensely help the Company in its
positive growth.
The resolutions seeking approval of the Members for the appointment of
Mr. Shyam Gurung as a Director of the Company have been incorporated in
the notice of annual general meeting forming a part of this report. The
Company has received a notice under Section 160 of the Act along with
the requisite deposit proposing the appointment of Mr. Shyam Gurung.
The Key Managerial Personnel (KMP) in the Company as per Section 2(51)
and 203 of the Companies Act, 2013 are as follows:
Mr. Vikrant Kayan Managing Director
Mr. Saroj Kumar Sarawgee Chief Financial Officer
Ms. Neha Singh Company Secretary & Compliance Officer
Industrial Relations
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels. Declaration by an
Independent Directors
The Company has received necessary declarations from each independent
director under Section 149(7) of the Companies Act, 2013, that he or
she meets the criteria of independence laid down in Section 149 (6) of
the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement.
Particulars of Employees
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars which is available
for inspection by the members at the Registered office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secretary in
advance.
A) Details of the ratio of the remuneration of each Director to the
median employee's remuneration and other details as required pursuant
to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:
Sr. Name of Director Remuneration of % increase in
No. / KMP and Director/KMP for Remuneration in
Designation financial year the financial
2014-15 year
(in Rs.) 2014-15
1 Vikrant Kayan 900,000 NIL
Managing Director
2 Saroj Sarawgee 600,000 NIL
Chief Financial Officer
3 CS Neha Singh 300,000 NIL
Sr. Name of Director Ratio of Comparison of the
No. / KMP and remuneration of Remuneration of the
Designation each Director / KMP against the
to median performance of
remuneration the Company
of employees
1 Vikrant Kayan 44 EPS for the FY 2014-15
Managing Director stands at Re. 0.005 as
compared to Re. 0.249
for FY 2013-14
2 Saroj Sarawgee 294 EPS for the FY 2014-15
Chief Financial Officer stands at Re. 0.005 as
compared to Re. 0.249
for FY 2013-14
3 CS Neha Singh 147 EPS for the FY 2014-15
stands at Re. 0.005 as
compared to Re. 0.249
for FY 2013 14
Note: There has been no payment made towards sitting fees to Directors
for attending Board and Committee meetings.
Notes:-
i) Median remuneration of employees of the Company during the financial
year 2014-2015 was Rs. 204,000/-.
ii) Median remuneration of employees of the Company during the
financial year 2013-2014 was Rs. 180,000/-. In the financial year,
there was a increase of 13.33% in the median remuneration of employees.
iii) There were 7 confirmed employees on the rolls of the Company as on
March 31,2015.
iv) Relationship between average increase in remuneration and company
performance- Average Remuneration increased during the year 2014-2015
by 15.55% whereas the company's PAT decreased by 70.15%.
v) a) Variation in the market capitalization of the company: The market
capitalization as on 31st March 2015 was Rs. 794.24 crores (Rs.2609.43
crores as on 31st March 2014)
b) Price Earning Ratio of the Company was 6050 as at 31st March 2015
and was 399.14 as at 31st March 2014.
c) Percentage increase over decrease in the market quotations of the
shares of the company in comparison to the rate at which the company
came out with the last public offer: The Company had come out with
initial public offer (IPO) in 1986. The closing price of the Company's
equity shares on the BSE as of March 31, 2015 was Rs.30.25,
representing a 505% increase over the IPO price, adjusted for stock
splits and bonus to date. An amount of Rs 1,000 invested in the said
IPO would be worth Rs. 6050 as on March 31,2015 (Ref: BSE Closing Price
as on March 31,2015).
vi) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year i.e. 2014-15 was 15.50% whereas the increase in the managerial
remuneration for the same financial year was NIL.
vii) The key parameters for the variable component of remuneration
availed by the directors are considered by the Board of Directors based
on the recommendations of the Nomination and Remuneration Committee as
per the Remuneration Policy for Directors, Key Managerial Personnel and
other employees.
viii) The ratio of the remuneration of the highest paid director to
that of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year:- During fiscal
year 2014-2015, no employee received remuneration in excess of the
highest-paid Director.
ix) It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy for Directors, Key Managerial Personnel and other
employees.
B) Details of every employee of the Company as required pursuant to rule
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
During the year under consideration, none of the employees of the
company was in receipt of remuneration in excess of limits prescribed
under clause 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Hence particulars as required under
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 have not been provided.
Familarisation Programme
The Company has formulated a Familiarisation Programme for Independent
Directors with an aim to familiarize the Independent Directors with the
Company, their roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates, business model of the
Company, etc., to provide them with better understanding of the
business and operations of the Company and so as to enable them to
contribute significantly to the Company.
The details of programmes for familiarization of Independent Directors
with the Company are put up on the website of the Company at
www.trinitytrade.in
Meeting Details
Nine meetings of the Board were held up during the year. For details of
the meetings of the Board, please refer Corporate Governance report
which forms a part of this report.
Board Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and individual directors pursuant to the
provisions of the Act and the Corporate Governance requirements as
prescribed by the Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreement ("Clause 49").
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
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 reviewed the
performance of the individual directors on the basis of criteria such
as the contribution of the individual director to the Board and the
Committee meetings like preparedness on the issue to be discussed,
meaningful and constructive contribution and inputs in meetings, etc.
in addition, the Chairman was also evaluated on the key aspects of his
role.
In a separate meeting of Independent Directors, 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 non- executive directors. The same was
discussed in the Board Meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
Nomination and Remuneration Policy
The Board of the Directors has framed the policy which lays down a
framework in relation to Remuneration of Directors, Key Managerial
Personnel and Senior Management of the Company. This policy also lays
down criteria for selection and appointment of Board Members. The
Nomination and Remuneration Policy is annexed at the end of the
Corporate Governance Report.
Corporate Social Responsibility (CSR)
Since the CSR norms are not applicable to the Company hence, the
disclosures as per Rule 9 of Companies (Corporate Social Responsibility
Policy) Rules, 2014 is not required to be made.
Auditor's Report or Secretarial Audit Report
The Auditor's Report and Secretarial Auditor's Report does not contain
any qualifications, reservations or adverse remarks.
Auditors
M/s. D. K. Chhajer & Co., Chartered Accountants, who are appointed as
the Statutory Auditors of the Company, retire at the conclusion of the
ensuing Annual General Meeting. In terms of the Companies Act, 2013
("the new Act") and the Rules framed thereunder, it is proposed to
appoint them as Statutory Auditors of the Company to hold office from
the conclusion of the ensuing Annual General Meeting, until the
conclusion of the fifth consecutive AGM of the Company to be held in
the year 2020 (subject to ratification of their appointment by the
Members at every Annual General Meeting held after the ensuing Annual
General Meeting).
As required under the provisions of section 139(1) of the new Act, the
Company has received a written consent from M/s. D. K. Chhajer & Co.,
Chartered Accountants to their appointment and a Certificate, to the
effect that their re-appointment, if made, would be in accordance with
the new Act and the Rules framed thereunder and that they satisfy the
criteria provided in section 141 of the new Act.
The Members are requested to elect Auditors as aforesaid and fix their
remuneration.
Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
rules made thereunder, the Company has appointed M/s. Chandanbala Jain
& Associates, Practicing Company Secretary (CP No. 6400) to undertake
the Secretarial Audit of the Company. The Secretarial Audit report is
annexed herewith as "Annexure 1" and forms an integral part of this
report.
Extract of Annual Return and other disclosures under Companies
(Appointment and Remuneration) Rules, 2014
The extract of Annual Return in form MGT-9 as per the applicable
provisions of the Companies Act, 2013 read with Rule 12(1) of Companies
(Management and Administration) Rules, 2014 duly certified by the
Practicing Company Secretary is annexed hereto as "Annexure 2" and
forms parts of this report.
Contracts and Arrangement with Related Parties
The company has laid down a Related Party Transactions Policy for
purpose of identification and monitoring of such transactions. The
policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website at www.trinitytrade.in.
During the year, the Company had not entered into any contract or
arrangement with related parties which could be considered 'material'
or which may have potential conflict with interest of the company at
large.
However, a NIL statement is annexed herewith as "Annexure 3" in the
prescribed form AOC-2. None of the Directors has any pecuniary
relationships or transactions vis-a-vis the Company.
Significant and Material orders passed by the regulators
During the period under review, there were no significant and material
orders passed by the regulators/ courts or tribunals that would impact
going concern status of the Company and its future operations.
Details of Subsidiary/ Joint Ventures/ Associate Companies
As on 31st March, 2015, the Company had no subsidiary/ Joint Ventures
/Associate Companies.
Internal Controls
The disclosure relating to the Internal Control Systems in the Company
has been given in detail in the Management Discussion and Analysis
Report, annexed to this report.
Corporate Governance
As required by Clause 49 of the Equity Listing Agreement with the Stock
Exchange, the Corporate Governance Report along with a certificate from
a Practicing Company Secretary are set out in the annexure forming a
part of this report.
Listing
The Equity Shares of the Company are listed with the BSE Limited, P.J.
Towers, Dalal Street, Mumbai - 400 001, under Scrip Code 512417 and the
Company has paid the Listing Fees to the said stock Exchange for the
Financial Year 2015- 2016.
Risk Management Policy
The Company has formulated a Risk Management Policy. The Company
through the Risk Management Committee identifies, evaluates, analyses
and priorities risks in order to address and minimize such risks. This
facilitates identifying high level risks and implement appropriate
solutions for minimizing the impact of such risks on the business of
the Company. The Committee submits its recommendations and comments for
Board's review and necessary action.
Vigil Mechanism / Whistle Blower Policy
Pursuant to the provisions of Section 177(9) and (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.trinitytrade.in.
Directors Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, the directors
would like to state that:
i. In the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
ii. The directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 or at the profit or
loss of the Company at the end of the year under review.
iii. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv. The directors have prepared the annual accounts on a 'going
concern' basis.
v. The directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
vi. The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
Since, the Company neither owns nor operates any manufacturing unit or
facility, there is no information which needs to be disclosed in
respect of Conservation of Energy, Technology Absorption. However, your
Company, due to merger with Trinity Tradelink Limited is engaged in
International Trading Activities with major exports in Jute, Tea &
Potato and the Foreign Exchange earnings and outgo from the said
activities as per Section 134 of the Companies Act, 2013 read with Rule
7 of the Companies (Accounts) Rules, 2014 is given below:
FOREIGN EXCHANGE EARNINGS For the Year ended For the Year ended
& OUTGO 31st March, 2015 31" March, 2014
(in Rs.) (in Rs.)
Foreign Exchange Earnings 60.686,630.00 55,091,008.00
Foreign Exchange Outgo NIL NIL
Prevention of Sexual Harassment
As a good corporate citizen, Trinity Tradelink Limited is committed to
a gender friendly workplace. It seeks to enhance equal opportunities
for men and women, prevent/stop/redress sexual harassment at the
workplace and institute good employment practices.
Trinity Tradelink Limited maintains an open door and encourages
employees to report any harassment concerns and is responsive to
employee complaint about harassment or other unwelcome and offensive
conduct. The Company has constituted an Internal Complaints Committee
(ICC) in pursuant to the provisions of Companies Act, 2013 for
prevention, prohibition and redressal of complaints / grievances on the
Sexual Harassment of women at work place. This policy is communicated
to all employees in an appropriate and meaningful manner. ICC has not
received any complaints during the financial year 2014-15.
Appreciation
Your Board of Directors takes this opportunity to express their sincere
appreciation for the support and co-operation extended by the
stakeholders, bankers, consultants, advisors & employees of the
Company.
For and on behalf of the Board of Directors
Vikrant Kayan Shyam Gurung
Managing Director Director
DIN No. 00761044 DIN No. 06841231
Registered Office:
16 & 17, Washington Plaza,
Dispensary Road,
Goregaon West Mumbai -400 062
Place: Mumbai Date: 03.09.2015
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