To,
The Members,
Trio Mercantile & Trading Ltd.
Your Directors have pleasure in presenting their 22nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.
1. FINANCIAL RESULTS
(Rupees in Hundred)
2. Brief description of the Company's working during the year/State of Company's affair
During the year income from operations was ' 324314.87 hundred compared to income from operations of ' 459426.88 Hundred during the previous financial year. The Loss was ' 21939.08 Hundred as compared to loss of ' 9949.49 Hundred during the previous financial year.
3. Dividend
The Directors do not recommend any Dividend for the Financial Year 2023-24.
4. Reserves
Company does not propose to transfer any amount to the General Reserve.
5. Share Capital
The paidup capital of the Company as on 31st March, 2024 was ' 13,58,732.08 hundred. During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares and shares under Employees Stock Option Scheme
6. Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Deepak Mehta Managing Directorof the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.
The Company has received declarations from the Independent Directors of the Company confirming that they meet criteria of independence as prescribed both under the act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
Pursuant to the provisions of Section 2 (51) and 203 of the Act, the Key Managerial Personnel of the Company are Mr. Deepak Mehta, Managing Director, Mr. Hiren Kothari, Chief Financial Officer and Ms. Meghha Trivedi, Company Secretary.
7. Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act 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 the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and 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, the Annual 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 working hours and any member interested in obtaining such information may write to the Company at the registered office of the Company and the same will be furnished on request.
8. Meetings
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 between the Meetings was within the period prescribed under the Companies Act, 2013.
9. Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its 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 carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.
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.
10. Remuneration Policy:
The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required 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 remuneration paid to the directors is as per the terms laid out in the Remuneration Policy of the Company.
11. AUDITOR AND AUDITORS' REPORT: - STATUTORY AUDITORS
M/s Bilimoria Mehta & Co., Chartered Accountants (FRN 101490W) appointed as Auditor of the Company, for a term of 5 (five) consecutive years, at the 18th Annual General Meeting held on 26th December, 2020 till the 23rd Annual General Meeting.
Auditors' Report:
The auditor's Report does not contain any qualification. Notes to accounts Auditors remarks in their report 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 and rules made there under, the Board has appointed MEENAKSHI MANISH JAIN & ASSOCIATES (Firm Registration 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 Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The Report is self explanatory and our replies to comments are as follows :
12. Vigil Mechanism/Whistler Bowler Policy :
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Agreement a Vigil Mechanism/ Whistler Bowler Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy/Whistler Bowler Policy has been uploaded on the website of theCompanyhttp:/ /www.tricomercantile.com/download%5CWhistle%20Blower%20Policypdf
13. Risk management policy
The Company has framed a Risk Management Policy to identify and access the key business risk areas 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 and suggests steps to be taken to control and mitigate the same through a properly defined framework.
14. Extract of Annual Return:
The Annual Return as required under Section 92 and section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at www.triomercantile.com
15. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
There is no material changes and commitments, affecting the financial position of the Company which have occurred between the end of Financial Year of the Company to whichthe Financial Statements relate the date of the report.
16. Adequacy of Internal Financial Controls :
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. The internal control systems are supplemented by internal audit carried out by an Internal Auditor and Statutory Auditor and periodical review by management. The Audit Committee of the Board addresses issues if any, raised by both, the Internal Auditors and the Statutory Auditors.
17. Deposits
Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 and other applicable provisions, if any, of the Companies Act, 2013 and the necessary rules made there under during the year ended 31st March, 2024.
18. Particulars of loans, guarantees or investments under section 186:
Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
19. Particulars of contracts or arrangements with related parties:
All related party transactions done by the Company during the financial year were at arm's length and in ordinary course of business. All related party transactions were placed in the meetings of Audit Committeeand the Board of Directors for their necessary review and approval. During the financial year your Company has not entered into any material transaction (as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015) with any of its related parties which may have potential conflict with the interest of the Company at large. Disclosure pursuant to Accounting Standards 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 on the related party transactions and the same is available on the Company's websitehttp:// www.triomercantile.com/Policy_Code.aspx/policy%20on%20related%20party%20transaction
20. Corporate Governance Certificate:
The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing obligation and Disclosure Requirements) Regulation, 2015 annexed with the report.
21. Management Discussion and Analysis:
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2024.
22. Disclosures:
Audit Committee:
During the year Audit Committee comprises of Three Directors, two of whom are Non Executive and Independent Directors and one Director who is Promoter and Executive Director. All the Directors possess knowledge of corporate finance, accounts and company law. An Independent, Non Executive Director acts as Chairman of the Committee Meetings.
23. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The information as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is as follows:
A. Conservation Of Energy:
The operations of your Company are not energy-intensive. However, adequate measures have been 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 in competition.
C. Foreign exchange earnings and outgo - Nil
24. Human Resources
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 ongoing basis. A number of programs that provide for the motivation of the employees.
25. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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 and 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; and
(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(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.
26. Obligation of Company under The Sexual Harassment of women at workplace (Prevention, Prohibition and redressal) Act, 2013
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 employees are below the threshold limit.
27. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.