Dear Members,
Your Directors are pleased to present the 34th Annual Report and Audited Financial Statements of the Company for the Financial Year ended on March 31, 2024.
Corporate Overview
The Company operates in diversified business segments viz. Bed Linen, Bath Linen, Yarn, Paper and Chemicals. The Company also has a captive power plant to cater the needs of its various business segments.
Financial Results
The financial performance of the Company, on standalone basis, for the year ended March 31, 2024 is summarized below:
Financial performance and review
The total income of the Company during the year under review has been Rs. 67,903.2 million as against Rs. 62,912.7 million in the previous financial year. The Operating Profit (EBITDA) for the year stood at Rs. 9,949.0 million as compared to Rs. 9,418.0 million in the previous financial year, an increase of 6 percent. The Company has earned a net profit of Rs. 3,895.8 million as against Rs. 4,219.0 million in the previous financial year, a decrease of 8 percent. The Company's earnings per share were Rs. 0.78 during the current year. A detailed discussion on financial and operational performance of the Company is given under "Management Discussion and Analysis Report" forming part of the Annual Report.
Transfer to Reserves
During the year under review, the Company transferred an amount of Rs. 3.1 million to the ‘General Reserve' on account of Employee Stock Option Scheme. Details of the same are provided in note 15 of financial statements. Further no profits are transferred to general reserves and entire amount of profit for the year forms part of the ‘Retained Earnings'.
Changes in Share Capital
During the period under review, there is no change in share capital of the Company.
Details of Debentures issued by the Company
During the year under consideration the Company has not issued any Debentures. Further during the year the Company fully redeemed, in advance, the 250 unrated, unlisted, secured, redeemable, senior, non-convertible debentures (‘NCDs') of the face value of Rs. 10,00,000/- each aggregating to Rs. 250 million issued in March 2023.
Incremental Borrowings under Large Corporate Framework of SEBI
Pursuant to Circular no. SEBI/HO/DDHS/DDHS-RACPOD1/P/ CIR/2023/172 dated October 19, 2023, read with, Master Circular no. SEBI/HO/DDHS/PoD1/P/CIR/2023/119, dated August 10, 2021 relating to ‘Fund raising by issuance of debt securities by large corporates', the Company has opted not to raise the minimum 25% of incremental borrowings by way of issuance of debt securities during the FY 2023-24, to take advantage of differential interest rate.
Dividend
Your Company has a dividend policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company.
The web link of the Dividend Distribution Policy is https://assets. tridentindia.com/DDP_Dividend_Policy_41269d74b3.pdf
Consistent with this policy, during the Financial Year, the Company has declared and paid an interim dividend @ 36% per share.
Under the Income-tax Act, 1961, as amended by Finance Act, 2020, dividend paid on distributed profits by the Company is taxable in the hands of the shareholders. Accordingly, the payment of dividend has been subjected to deduction of tax at source.
Credit Rating
The details on Credit Rating are set out in Corporate Governance Report, which forms part of this report.
Expansions/Modernisation
During the year under review, your Company has successfully expanded the production capacity of its Bed Linen segment by 55,000 meters per day, Bath Linen Segment by installing
42 Looms and Yarn Segment by installing 1,89,696 spindles. The projects have been financed through External Borrowings and Internal accruals. The additional capacity shall further strengthen the position of your Company in Textile Sector.
Further the capacity of captive Co-gen power plant and Solar Power plant has been increased by 16.3 MW and 10.56 MWp respectively, during the year under consideration.
Consolidated Financial Statements
The Audited Consolidated Financial Statements prepared by the Company are duly provided in the Annual Report of the Company.
Subsidiary and Associate Companies
As on March 31, 2024, the Company had 3 (three) subsidiaries namely 1. Trident Home Textiles Limited, Wholly-owned Subsidiary 2. Trident Europe Limited, Wholly-owned Subsidiary (Incorporated in UK) 3. Trident Global Inc, Subsidiary (Incorporated in USA) and 1 (one) Step Down Subsidiary, namely, Trident Global B.V.
The Company has disinvested 100% stake in Trident Global Corp Limited on September 14, 2023.
Further, Trident Innovations Limited and Trident Home Decor Limited, Wholly-Owned Subsidiaries of the Company have been struck off on 12/02/2024, pursuant to the order(s) of the Ministry of Corporate Affairs.
During the year under review Trident Home Textiles Limited, wholly-owned Subsidiary of the Company has acquired 100% equity share capital of Trident Global B.V, thereby making it step down subsidiary of the Company.
The audited accounts of the Subsidiary Companies are available on the official website of the Company at www.tridentindia.com/ financial-reports
The annual accounts of the Company and of the Subsidiary Companies are open for inspection by any investor at the Registered Office of the Company. The Company will also make available copies of these documents to investors upon receipt of request from them. The investors, if they desire, may write to the Company to obtain a copy of the financial statements of the Subsidiary Companies.
The statement containing highlights of performance of each Subsidiary, salient features of their financial statements for the financial year ended on March 31, 2024 (Form AOC – I) is annexed to the Financial Statements.
Board of Directors and Key Managerial Personnel a. Directors Retiring by Rotation
Pursuant to provisions of Companies Act, 2013 (‘The Act') and the Articles of Association of the Company, Mr. Deepak Nanda (DIN: 00403335) is liable to retire by rotation and being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended his re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.
b. Changes during the year
During the year under review, Mr. Dinesh Kumar Mittal and Mr. Kapil Ghorse, has resigned from the position of Director(s) of the Company effective April 21, 2023
Further Mr. Swapan Nath, Mr. Kavish Dhanda, Mr. Pardeep Kumar Markanday, Mr. Kamal Gaba, and Mr. Naveet Jindal have resigned from the position of Managing Director(s) effective April 21, 2023.
c. Independent Directors
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulations 16(1)(b) and 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI LODR Regulations"), that they are independent from the Management of the Company and that they are not aware of any circumstance 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. Further, all the Independent Directors have given declarations that they complied with the provisions of Companies (Appointment and Qualifications of Directors) Rules, 2014. The Independent Directors have given declarations that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Business Conduct and Ethics of the Company.
A separate Meeting of Independent Directors was held on February 06, 2024.
d. Number of Board Meetings
During the year under review, the Board duly met 9 times. The maximum gap between any two consecutive Board meetings did not exceed 120 days. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.
e. Evaluation of performance of the Board
TheCompanyhasdulyapprovedNominationandRemuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178, read with, Schedule IV of the Act and Regulation 25 of the SEBI LODR Regulations the Independent Directors in their separate meeting held on February 06, 2024 have reviewed the performance of Non-Independent Directors, Chairperson and Board as a whole including review of quality, quantity and timeliness of flow of information between Board and Management. Further the Nomination and Remuneration Committee and the Board, at their Meetings held on May 18, 2024, also evaluated the performance of the Board, its Committees and all Individual Directors including Chairman of the Company. The evaluation was carried out on the basis of a structured questionnaire circulated in advance to all the Directors. Furthermore, the Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields. f. Board Training, Induction and familiarization of Directors
At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the compliances required from him/her under the Act, the SEBI Regulations and other relevant Laws and Regulations. Details of Familiarization of Directors are disclosed on the Company's website and also are provided in the Corporate Governance Report of the Company which forms part of this report. g. Board Committees
The Company has duly constituted Board level Committees as mandated by the applicable laws and as per the business requirements. The details of the same are provided in the Corporate Governance Report of the Company which forms part of this report.
h. Audit Committee
All the recommendations made by the Audit Committee were accepted by the Board. i. Details of Key Managerial Personnel
Mr. Matta Aravind Kumar was appointed as Company Secretary and Key Managerial Personnel of the Company with effect from August 15, 2023
Mr. Manish Bhatia was appointed as Chief Financial Officer and Key Managerial Personnel of the Company with effect from December 06, 2023.
Mr. Samir Prabodhchandra Joshipura was appointed as Chief Executive Officer and Key Managerial Personnel of the Company with effect from February 20, 2024
Mr. Hari Krishan ceased to be Company Secretary and Key Managerial Personnel of the Company effective August 14, 2023.
Mr. Avneesh Barua ceased to be Chief Financial Officer and Key Managerial Personnel of the Company effective November 28, 2023
Further, pursuant to resignation of Mr. Pradeep Kumar Markanday, Mr. Swapan Nath, Mr. Kamal Gaba, Mr. Kavish Dhanda and Mr. Naveet Jindal as Managing Director(s), they ceased to be Key Managerial Personnel of the Company effective closure of Business hours on April 21, 2023.
As on March 31, 2024, Mr. Deepak Nanda, Managing Director, Mr. Samir Prabodhchandra Joshipura, Chief Executive Officer, Mr. Manish Bhatia, Chief Financial Officer and Mr. Matta Aravind Kumar, Company Secretary are designated as Key Managerial Personnel of the Company.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Energy conservation continues to be an area of major emphasis in your Company. A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure I hereto and forms part of this Report.
Particulars of Employees
The information required pursuant to Section 197 read with Rule 5 (1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in Annexure-II. If any Shareholder is interested in obtaining information as described under first proviso to the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, he/she may, before the date of forthcoming Annual General Meeting , write to the Company Secretary in this regard.
Disclosure on ESOP
The Board of Directors and the Shareholders of the Company have approved the ‘Trident Limited Employee Stock Option Scheme – 2020' (‘ESOS Scheme') at their Meetings held on May 16, 2020 and July 9, 2020 respectively. This scheme has been effective from July 9, 2020. Pursuant to the Scheme, the Company has constituted Trident Limited Employees Welfare Trust (‘Trust') to acquire, hold and allocate/transfer equity shares of the Company to eligible employees from time to time on the terms and conditions specified under the Scheme.
The Disclosure as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("the Employee Benefits Regulations") has been given on the website of the Company under the following link: https://www.tridentindia.com/general-meetings-and-postal-ballot
Pursuant to Regulation 13 of Employee Benefits Regulations, a certificate from Secretarial Auditors of the Company, with respect to the implementation of the scheme, would be placed before the shareholders at the ensuing Annual General Meeting ("AGM").
Nomination and Remuneration Policy
In compliance with Section 178 of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is duly available on the website of the Company at following link: https://assets.tridentindia.com/nrc_policy_56fb7b38ec.pdf As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy are annexed as Annexure III hereto and forms part of this report.
Vigil Mechanism & Whistle Blower policy
The Company has implemented Vigil Mechanism & Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or e-mail on the email-Id: whistleblower@ tridentindia.com. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible. The detailed procedure is provided in the policy and the same is available on official website of the Company at following link: https://assets. tridentindia.com/vigil_mechanism_policy_986d90052a.pdf Further during the year under review, there were no instances of fraud reported to the Audit Committee/ Board.
Corporate Social Responsibility (CSR) Committee & Business Responsibility and Sustainability Report
CSR Committee comprises of Mr. Rajiv Dewan (Chairman of the Committee), Dr. Anthony Desa and Mr. Deepak Nanda as Members. The disclosure of the contents of CSR Policy as prescribed and amount spent on CSR activities during the year under review are disclosed in ‘Annual Report on CSR activities' annexed hereto as Annexure IV and forms part of this Report. The Business Responsibility and Sustainability Report describing the initiatives taken by them from an environmental, social and governance perspective, in the specified format is included in the Annual Report of the Company.
Risk Management Policy
The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The Risk Management framework has been provided in the Management Discussion and Analysis Report of the Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The details of Internal Control System are provided in the Management Discussion and Analysis Report of the Company.
Fixed Deposits
During the year under review, your Company has neither accepted any fixed deposits nor any amount was outstanding as principal or interest as on balance sheet date and disclosures prescribed in this regard under Companies (Accounts) Rules, 2014 are not applicable.
No Default
The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.
Corporate Governance
Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes. Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs. Detailed compliances with the provisions of the SEBI LODR Regulations and Companies Act, 2013 for the year 2023-24 are given in Corporate Governance Report, which forms part of the Annual Report. The certificate of Practising Company Secretary on compliance with Corporate Governance norms is also attached thereto.
Human Resources Development and Industrial Relations
The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report.
The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.
Statutory Auditors & Auditors' Report
M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company have submitted Auditors' Report on the financial statements of the Company for the financial year ended on March 31, 2024. The Auditors' Report for the year is self-explanatory & does not contain any qualifications/modified opinion, hence need no comments.
M/s Deloitte Haskins & Sells, Chartered Accountants, Joint Statutory Auditors of the Company has resigned w.e.f. 07/08/2023.
Cost Audit
The Company is maintaining the Cost Records, as specified by the Central Government under section 148(1) of Companies Act, 2013. The Board of Directors of your Company, on the recommendations of the Audit Committee, have re-appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi, as Cost Auditors for the financial year 2024-25 to carry out an audit of cost records of the Company in respect of Textiles, Paper and Chemical divisions. The Cost Audit Report for the financial year ended March 31, 2024 is under finalization and shall be filed with the Central Government within the prescribed time limit.
Secretarial Audit
M/s. Chandrasekaran Associates, Company Secretaries, have submitted Secretarial Audit Report for the financial year 2023-24 and same is annexed as Annexure V and forms part of this Report. The Secretarial Audit Report for the year is self-explanatory.
The Report has the following comments from the Secretarial Auditors and the response(s) of the Management against the comments are also provided hereunder:
Annual Return
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Companyatthelink: https://www.tridentindia.com/annual-reports
Particulars of loans, guarantees or investments
The Particulars of loans, investments or guarantees have been disclosed in the financial statements and the Company has duly complied with Section 186 of the Companies Act, 2013 in relation to Loans, Investment and Guarantee during the financial year 2023-24.
Contracts or arrangements with related parties
All contracts / arrangements / transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on arm's length basis. During the period under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions and accordingly, the disclosures in Form No. AOC-2 is not applicable. The related party disclosures are provided in the notes to financial statements. The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the official website of the Company at the following link: https://assets.tridentindia.com/rpt_policy_7552ee9b63.pdf
In terms of Regulation 23 of SEBI LODR Regulations, the Company submits the disclosures of Related Party on consolidated basis within the prescribed timelines from the date of publication of its standalone and consolidated financial results for the respective half year.
Secretarial Standards
The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.
Responsibility Statement of Directors
Directors' Responsibility Statement pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act on the annual accounts of the Company for the year ended on March 31, 2024 is provided below: a) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures from the same b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of the financial year and of the profit/loss of the Company for that period c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities d) The Directors had prepared the annual accounts on a going concern basis e) 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 f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively
General
A. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, no complaints were received by the Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 B. The Company has complied with all the applicable laws, rules, regulations and Secretarial Standards C. All Policies as required under the Act or the SEBI Regulations are available on the website of the Company i.e. www. tridentindia.com
D. Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:
Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company
Change in the nature of business of the Company
Details relating to deposits covered under Chapter V of the Act
Issue of equity shares with differential rights as to dividend, voting or otherwise
Issue of sweat equity shares to its Directors or Employees
Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary
Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future
No fraud has been reported by the Auditors to the Audit Committee or the Board.
No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable and
The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable
Acknowledgments
It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the cooperation and assistance extended by the Central Government, Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s), Customers, Dealers, Vendors and society at large. Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all levels. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.