Director’s Report

To,

The Members,

Trident Texofab Limited

Our Directors are pleased to present hereunder the 11th Annual Report on the Business and operations of the Company along with audited statement of accounts of our Company for the Financial Year ended March 31, 2019.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

2. FINANCIAL HIGHLIGHTS:

The Key highlights pertaining to the business of the company for the year 2018-19 and period subsequent there to have been given hereunder:

Our Directors inform you that, during the year under review, the Company have revenue from operations of Rs. 8689.74 Lacs and EBIT of 285.66 Lacs as against Rs. 8546.25 Lacs and Rs. 193.23 Lacs respectively in the previous year. During the year under review the Company has earned net profit after tax amounting to Rs. 127.42 Lacs as against Rs. 75.00 Lacs in the previous year. Barring unforeseen circumstance, our Directors are hopeful to achieve better financial performance in the coming years.

3. CHANGE IN THE NATURE OF THE BUSINESS:

During the year, the company has started Digital Printing Division, embroidery and stitching unit. Digital printing refers to methods of printing from a digital-based image directly to a variety of media.

It usually refers to professional printing where small-run jobs from desktop publishing and other digital sources are printed using large-format and/ or high-volume laser or inkjet printers. Digital printing has a higher cost per page than more traditional offset printing methods. The company has also installed and started Embroidery and Stitching machines.

Further the company has initiated manufacturing plant with weaving machines at Plot No. B/15/10 Road No. 12, Hojiwala Industrial Estate, Sachin Palsana Road centrally located in Surat.

The commercial production at above manufacturing plant has been started in the month of April, 2019.

4. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

5. APPROPRIATIONS:

(i) DIVIDEND:

The Board of Directors has recommended a dividend of Rs. 1.00/-(Rupees One) per share of Rs. 10/- each equivalent to 10% on

each equity share and Rs. 0.50/- (Rupees fifty paisa) per share of Rs. 10/- each equivalent to 5% on each Compulsorily Convertible Cumulative Preference Shares (CCPS) of the Company for the financial year ended March 31, 2019. The Dividend, if approved by the shareholders at the ensuing Annual General Meeting shall be paid to those shareholders whose name appeared on the Register of Members as on Friday, July 19, 2019 as per details furnished by the Depositories for this purpose. This dividend will be paid when declared by the shareholders in accordance with law out of accumulated profits and will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax @ 15% plus applicable surcharge and education cess on the dividend.

The Company has declared 10% dividend per equity share of Rs.

10/- each during previous year and same was fully paid to all the eligible members.

(ii) TRANSFER TO RESERVE:

The company has transferred the whole amount of Profit to Reserve and surplus account as per attached audited Balance sheet for the year ended on March 31, 2019.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The newly setup Manufacturing unit of the Company situated at Plot No. B-15/11, Hojiwala Industrial Estate, Sachin Palsana Road, Surat-394230, Gujarat has started its commercial production and operations in month of April, 2019. The Manufacturing Unit has been set up for manufacture of Grey Fabrics.

7. PREFERENTIAL ISSUE OF CCPS:

During the year under review, our company had come with the preferential issue of 2,00,000 Compulsorily Convertible Cumulative Preference Shares (CCPS) of Rs. 10/- each at a premium of Rs. 91.48/per share aggregating to Rs. 2,02,96,000/- on private placement basis. Subsequent to the Preferential Issue of CCPS, issued, subscribed and paid up capital of our company stands at Rs. 3,99,58,750/- divided into 39,95,875 equity shares of Rs. 10/- each and Rs. 20,00,000/divided into 2,00,000 Compulsorily Convertible Cumulative. Preference Shares (CCPS). The Company has fully spent / utilized the proceeds of the funds raised under the Preferential Issue as per the object of the issue as stated in the notice to the general meeting (i.e. working capital requirement). The said CCPS will be converted into equity shares of the company after 12 months from the date of allotment but within 18 months from the date of allotment and one new equity share will be issue against each CCPS.

8. AUTHORISED SHARE CAPITAL:

During the financial year under review, the authorized share capital of the Company increased and classified from Rs. 4,00,00,000/divided into 40,00,000 Equity Shares of Rs. 10/- each to Rs.

6,00,00,000/- divided into 58,00,000 Equity Shares of Rs. 10/- each and 2,00,000 Compulsorily Convertible Cumulative Preference Shares (CCPS) of Rs. 10/- each.

9. PAID UP SHARE CAPITAL:

The paid up equity share capital of the company as on March 31, 2018 is Rs. 3,99,58,750/- divided into 39,95,875 Equity Shares of Rs. 10/- (Rupees ten only) each. During the year under review, the company has made the preferential issue of 2,00,000 Compulsorily Convertible Cumulative Preference Shares (CCPS) (Unlisted) of Rs. 10/- each at a premium of Rs. 91.48/- per share aggregating to Rs. 2,02,96,000/- on private placement basis. So at the end of March 31, 2019, total paid up capital was Rs. 4,19,58,750/- divided into 39,95,875 Equity Share of Rs. 10/- each and 2,00,000/- Preference share of Rs.10/- each.

As on the date of this report, the all equity shares of the Company are continuance listed on SME platform of BSE w.e.f. October 05, 2017 and the Company has paid the annual listing fees for the year 2019-20.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

All the Directors have varied experience and specialized knowledge in various areas of relevance to the Company. The Board consists of directors appointed as per the provisions of the Companies Act, 2013.

Mrs. Ankita Jignesh Saraiya was regularized by the members of the Company in the 10th Annual General Meeting held on July 10, 2018.

Mr. Deepak Prakashchandra Gandhi (DIN: 08256996) was appointed as an additional Director w.e.f. October 15, 2018 till conclusion of ensuing AGM. Further, Nomination & Remuneration Committee and the Board of directors have recommended his regularization as a director for consideration of the members.

Mrs. Maniya H. Desai (DIN: 05351685), who is liable to retire by rotation and being eligible, offers herself for re-appointment in the ensuing AGM. Further, Nomination & Remuneration Committee and the Board of directors have recommended her reappointment for consideration of the members.

Brief resume of Mr. Deepak Gandhi and Mrs. Desai and their educational/professional qualifications, nature of their working experience, achievements, name(s) of the companies in which their holds Directorships, Memberships and Chairmanships in various Committees and their relationship between directors inter-se are provided the notice convening the 11th AGM of our Company.

The Board confirms that none of the Directors of the Company is disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this regard.

The board also confirms that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/ Ministry of Corporate Affairs or any such statutory authority.

There was no change in the Key Managerial Personnel during the year under review.

Appropriate resolutions for the re-appointment are being placed for your approval at the ensuing AGM.

The composition of Board complies with the requirements of the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from requirement of having composition of Board as per Listing Regulations.

11. NUMBER OF BOARD MEETING HELD:

During the year 09 meetings of the board of director’s were held as under:-

14.04.2018, 28.05.2018, 15.09.2018, 15.10.2018, 29.10.2018,

11.02.2019, 26.02.2019, 20.03.2019 & 30.03.2019 and their attendance are under-

(1) Mr. Deepak P. Gandhi was appointed w.e.f. 15.10.2018.

The company has complied with the provisions of Secretarial Standard 1 (relating to board meetings) and Secretarial Standard 2(Relating to general meeting) whenever applicable.

12. MEETING OF INDEPENDENT DIRECTORS:

The independent directors of company met one time during the year on Saturday, March 23, 2019 where all the independent directors were present under the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. DECLARATION BY AN INDEPENDENT DIRECTORS:

A declaration by an Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the company. It has been provided in an Annexure-I which forms part of the Directors’ Report.

14. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

A policy on familiarization program for independent directors has been adopted by the Company. All new Independent Directors inducted to the Board are presented with an overview of the Company’s business operations, products, organization structures and about the Board Constitutions and its procedures. The policy is available at company’s website http://www.tridenttexofab.com/ home/wp-content/uploads/2019/05/Ind.-Director-Familiarisation-Programme.pdf.

15. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, our Directors make the following statements in terms of the Section 134(3) (c) of the Companies Act, 2013:

1) That In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

2) That 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 or loss of the Company for the year under review.

3) That 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.

4) That the directors had prepared the annual accounts on a going concern basis.

5) That 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 and

6) That 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.

16. COMMITTEES OF BOARD OF DIRECTORS:

There are four committees constituted by the company as applicable as under:

A. AUDIT COMMITTEE:

The constituted Audit Committee comprises following members:

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. All the recommendations made by the Audit committee were accepted by the Board whenever made.

The audit committee met five (5) times during the year on April 12, 2018, May 28, 2018, September 20, 2018, October 29, 2018 and on February 23, 2019 where all the member directors were present.

B. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprise the following:

The Nomination and Remuneration Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. The Nomination and Remuneration Committee met two (2) times during the year on May 19, 2018 and October 15, 2018 where all the member directors were present.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder’s Relationship Committee comprises of the following members:

The Stakeholder’s Relationship Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company.

The Stakeholder’s Relationship Committee met one (1) times during the year on March 23, 2019 where all the member directors were present.

Details of Investor’s grievances/ Complaints:

No investor complaints received during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2019 are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31st March 2019.

D. MANAGEMENT COMMITTEE:

Certain board issues are of such a complex nature that they demand substantially more time than a board can commit to during the course of one or two board meetings. The Boards can establish committees for nearly any need that they have to maximize their efficiency. A committee of the board allows board members the proper time required to research various issues and permits broader participation by all board directors. So the board has constituted a committee of board called Management Committee.

The Management Committee comprises of the following members:

The Management Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company.

The Management Committee does not meet anytime during the year.

The Company Secretary of the Company acts as the Secretary to the all above four Committees.

17. AUDITORS:

(1) STATUTORY AUDITORS:

M/s Bipinchandra J Modi & Co., Chartered Accountants, bearing FRN No. 101521W have been appointed on the recommendation of the Audit Committee and the Board of Directors, as the Statutory Auditors of the Company for the period of 5 years from the conclusion of the 10th AGM till the conclusion of the 15th AGM at last AGM. M/s Bipinchandra J Modi & Co., Chartered Accountants, have tendered their resignation from post of statutory auditor of the company w.e.f. conclusion of forthcoming AGM by letter dated 08.06.2019. The reason which was stated in their resignation letter is that due to death of founder senior partner Mr. Bipinchandra J. Modi, the firm is under reorganization. Hence, they will not be able to accept post of statutory auditor of the company from F.Y. 2019-20. Accordingly their will not act as the statutory auditor of the company w.e.f. conclusion of forthcoming AGM.

The board hereby stated that no any such reason of resignation other than as stated in resignation letter.

In accordance with provision of the Act, the casual vacancy caused by the resignation of Auditors shall be filled by the Board within a period of thirty days and such appointment shall also be approved by the Members of the Company within three months of the recommendation of the Board.

Therefore based on recommendation of audit committee, the Board of Directors at the Board Meeting held on June 13, 2019 recommended the appointment of M/s. Shah Kailash & Associates, Chartered Accountants (Firm Registration No. 109647W), Surat, to fill the casual vacancy caused due to resignation of M/s. Bipinchandra J. Modi & Co., Surat to hold office from the conclusion of the ensuing 11th Annual General Meeting till the conclusion of the 16th Annual General Meeting for a period of five years.

M/s. Shah Kailash & Associates, Chartered Accountants, Surat, have conveyed their consent to be appointed as the Statutory Auditors of the Company along with the confirmation that, their appointment, if approved by the shareholders, would be within the limits prescribed under the Act.

The Board has placed on record its sincere appreciation for the services rendered by M/s Bipinchandra J Modi & Co., as Statutory Auditors of the Company.

During the year under review, the Auditors had not reported any matter under section 143 (12) of the Act, therefore no details are required to be disclosed under section 134 (3)(ca) of the Act.

The Auditors’ Report is unmodified and does not contain any qualification, reservation, adverse remark or disclaimer.

(2) SECRETARIAL AUDITOR:

In terms of section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors of the Company had appointed Mr. Praful N. Vekariya, Practicing Company Secretary (COP No. 10858) as the Secretarial Auditor of the Company for the financial year 2018-19. The Secretarial audit report as provided by Mr. Praful N. Vekariya, PCS is also annexed to this Report, in the prescribed Form MR-3, as Annexure-II. During the year under review, the Secretarial Auditors had not reported any adverse matter under section 143 (12) of the Act, therefore no details are required to be disclosed under section 134 (3)(ca) of the Act. The Secretarial Auditors’ Report is self explanatory and does not contain any qualification, reservation, adverse remark or disclaimer.

The Company has received consent from Mr. Praful N. Vekariya, Practicing Company Secretary, for their re-appointment and appointed them as Secretarial Auditor in Board meeting held on May 29, 2019 for the financial year 2019-20.

(3) INTERNAL AUDITOR:

In terms of Section 138 of the Companies Act, 2013 and rules made there under, Mr. Dhaval Kamlesh Baman, Surat has been appointed as an Internal Auditor of the Company for the financial year 2018-19.

The Company continued to implement his suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor’s findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

The Company has received consent from Mr. Dhaval Kamlesh Baman, for his re-appointment and appointed them as an Internal Auditor in Board meeting held on May 29, 2019 for the financial year 2019-20.

(4) Cost Auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

18. EVALUATION OF BOARD'S PERFORMANCE:

The Companies Act, 2013 and SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015 stipulates the performance evaluation of the Directors including Chairperson,

Board and its Committees. Further, SEBI vide its circular dated January 5, 2017 issued a guidance note on Board Evaluation for listed companies. In view of the same and in terms of Board approved Nomination and Remuneration policy, the annual evaluation of directors of their own performance, Board Committees and individual directors (including Independent Directors) based on criteria for the Directors and the Board are done through separate structured questionnaires.

The performance of Board and its Committees, individual Directors, and Chairpersons were found satisfactory.

19. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there are no funds which are required to be transferred to Investor Education and Protection Fund (IEPF).

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company as on March 31, 2019.

21. CLASSES OF SHARES:

As on date, the Company has two class of share capital i.e. Equity Shares of Rs. 10/- each and Preference Shares of Rs. 10/- each.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Our Company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with new/ revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors and the CFO are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Audit Committee.

23. INTERNAL FINANCIAL CONTROLS:

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. During the year no reportable material weakness in the design or operation were observed.

24. RISK MANAGEMENT:

Risk management is embedded in our Company’s operating framework. Our Company believes that managing risks helps in maximizing returns. Risk Management is the systematic process of understanding, measuring, controlling and communicating organization’s risk exposures while achieving its objectives. Risk Management is an important business aspect in the current economic environment and its objective is to identify, monitor and take mitigation measures on a timely basis in respect of the events that may pose risks for the business. The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. We have established processes and guidelines, along with a strong overview and monitoring framework at the Board and Senior Management levels.

25. RELATED PARTIES TRANSACTIONS:

During the financial year 2018-19, there was no materially significant related party transaction with the Company’s promoters, directors, the management or their relatives which may have potential conflict with the interest of the Company at large. However Form AOC 2 related with particulars of contract or arrangements with related parties are annexed herewith as Annexure III.

26. EXTRACT OF ANNUAL RETURN:

The details of forming part of the extract of the annual return in Form MGT-9 in terms of Section 92(3) of the Companies Act, 2013 for the financial year under review is annexed herewith as Annexure IV and also available at website of the company www.tridenttexofab.com.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has duly complied with the provision of section 186 of the Companies Act, 2013 and Rules made there under. Details on loans or investments are mentioned in financial statements of this Annual Report. The Company has not given any guarantee on behalf of a third party.

28. CORPORATE GOVERNANCE:

Our company provides utmost an importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practices enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

Our Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, company is not filing Corporate Governance Report to stock exchange quarterly. However, the company is giving report on voluntary basis on corporate governance report in annual report of the company. Details regarding Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as "Annexure-V”.

A certificate from Mr. Praful N. Vekariya, Practicing Company Secretary, Surat confirming compliance to the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as applicable to the company, is annexed to Corporate Governance Report as "Annexure-VI”.

29. PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, is provided in a separate annexure forming part of this report. The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure-VII”

Further, no employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence no information as required under the provisions of Section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this report.

30. EQUAL EMPLOYMENT OPPRTUNITIES:

Being an equal opportunity employer, the company will do its utmost to ensure that all of its employees are treated fairly during the period of their employment irrespective of their race, religion, sex (including pregnancy), colour, creed, age, national origin, physical or mental disability, citizenship status, ancestry, marital status veteran status, political affiliation, or any other factor protected by law. All decisions regarding employment will be taken based on merit and business needs only.

31. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year ended March 31, 2019, there were no complaints pending as on the beginning of the financial year and no new complaints were filed during the financial year under review.

32. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Section 134(3) (m) read with Rule 8 of the Companies (Accounts Rules) 2014, is not applicable to the Company.

Foreign Exchange Earnings and Outgo:

During the year 2018-2019 the company has not earned/utilized any foreign exchange.

33. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an “Annexure - VIII” to this report.

34. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provision of The Companies act, 2013 and SEBI (LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the Company and to harmonize the aspiration of human resources consistent with the goals of the Company.

The remuneration policy is aimed at rewarding performance based on review of achievements on a regular basis. The components of the total remuneration vary for different levels and are governed by Industry pattern, practice, qualification and experience of the employees and responsibilities handled by them. The objectives of the remuneration policy are to motivate and encourage the employees to deliver higher performance and to recognize their contribution. The policy is available at company’s website http:// www.tridenttexofab.com/home/wp-content/uploads/2019/05/remu nerationofdirectorskeymanagerialpersonnelandsenioremployeespo licy-FINAL.pdf.

35. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

36. HEALTH, SAFETY & ENVIRONMENT POLICY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company has recognized, health management, occupational safety and environment protection (HSE) as one of the most important elements in the organization’s sustainable growth and has closely linked it to its cultural values. The Company continually strives to create a safe working environment by being responsive, caring and committed to the various needs governing the security and well-being of employees.

37. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company’s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Company’s website viz. http://www.tridenttexofab. com/home/wp-content/uploads/2018/03/Whistle%20Blower%20 Policy.pdf.

38. PREVENTION OF INSIDER TRADING:

The Company has adopted an insider trading policy to regulate, monitor and report trading by insider under the SEBI (Prohibition of insider trading) Regulations, 2015. This policy also includes practice and procedure for fair disclosure of unpublished price sensitive information, initial and continual disclosure. The Board reviews the policy on a need basis. The Company is in full compliance with the SEBI (Prohibition of Insider Trading), Regulations, 2015 w.r.t pre-clearance, closing of trading window etc. The Company has suitable framework and necessary mechanism which was built and developed by entering into an agreement with a service provider whereby the company has maintained and furnished the details of all designated employees and directors including the details of their permanent account number, email id and employee id etc., which helps to track the dealing of Insiders and also help the Company to comply/monitor with SEBI (Prohibition of Insider Trading) Regulations, 2015.

During the year, the Company has amended the policy which is available on the website of the company and can be accessed from the link below: http://www.tridenttexofab.com/home/wp-content/ uploads/2019/03/Revised-Code-of-conduct-for-insider-trading.pdf.

39. CODE OF CONDUCT:

Our Company places a great importance in the way business is conducted and the way each employee performs his/her duties.

Our Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, our Company has laid down a Code of conduct applicable to all the employees of our Company and conducted various awareness sessions across the Company. The Code provides for the matters related to governance, compliance, ethics and other matters. In this regard certificate from Managing Directors as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per "Annexure - IX”.

The Code has been posted on the Company’s website: http://www. tridenttexofab.com/home/wp-content/uploads/2019/05/CODE-OF-ETHICS-FOR-BOARD-MEMBERS-AND-SENIOR-MANAGERS-FINAL.pdf.

40. MD AND CFO CERTIFICATION:

The MD and CFO of the company required to gives annual certification on financial reporting and internal controls to the board in terms of Regulation 17(8) of listing regulation and certification on financial results while placing the financial result before the board in terms of Regulation 33 of listing regulation and same is published in this report as "Annexure - X”

41. CREDIT RATING:

After the closure of financial year, CARE (Credit Analysis and Research) has undertaken credit analysis of the bank facilities of our company dated April 23, 2019 and assigned rating “CARE BB; Stable (Double B; Outlook: Stable) for long term Bank facilities of Rs. 15.00 Crores.

42. GENERAL DISCLOSURES:

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

a. Issue of equity shares and differential rights as to dividend, voting or otherwise.

b. Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.

c. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

43. CAUTIONARY STATEMENT:

Statements in this Directors’ Report and Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company’s operations include raw material availability and its prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

44. ACKNOWLEDGEMENTS:

Our Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, our Company’s achievements would not have been possible. Our Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Place: Surat For and on behalf of the Board of Directors

Date: 13.06.2019 Trident Texofab Limited

Sd/- Sd/-

Hardik J. Desai Chetan C. Jariwala

Managing Director Whole Time Director

DIN: 01358227 DIN: 02780455