Equity Analysis

RESERVES

In view of the loss for the year, the company has not transferred any amounts to Reserves for the financial year 2023-24

DIVIDEND:

In view of the loss for the year, the Directors do not recommend any dividend for the year ended March 31, 2024.

DEPOSITS:

The Company has not accepted any deposits from public covered under section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND:

During the year, there were no amounts to be transferred to Investor Education and Protection Fund.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

Your Company has neither any Subsidiary nor Joint Venture nor Associate Company. During the year under review, none of the Companies have become or ceased to be Company's Subsidiaries, Joint Ventures or Associate Companies.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31 March, 2024 was 5,11,00,000. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

There has been no change in the constitution of Board during the year under review i.e. the structure of the Board remains the same. Ms. Tanuja Sharma tendered resignation as Company Secretary & Compliance Officer w.e.f 4^th February, 2024.

After the completion of financial year, Ms. Preeti was appointed as Company Secretary & Compliance Officer w.e.f 29^th April, 2024.The tenure of Mr. Sunil Satyanarayan Sharma (DIN: 01568825) as Independent Directors was completed on 01^st August, 2024 and Mr. Kiran Navinchandra Shukla (DIN: 01568997) as an Independent Director of the Company completed on 23^rd August, 2024.The Board appointed Mr. Abhishek Shashikant Agrawal (DIN: 03052720) and Mr. Ketan Vyas (DIN: 09053821) as Additional Non-Executive Independent Director of the Company for a period of One year with effect from 30^th August, 2024 to 29^th August, 2025, subject to the approval of members in the ensuing 41^st AGM. The Special resolution for their regularization is placed before the Shareholders.

DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF COMPANIES ACT, 2013:

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Manisha Shah is liable to retire at every Annual General Meeting and being eligible, offers herself for reappointment.

Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is mentioned in the Notice which is part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD:

In accordance with the provisions of the Companies Act, 2013 and SEBI LODR and the Policy framed by the Board for Performance Evaluation, the Board has carried out the annual performance evaluation of its own performance the Directors individually as well as the evaluation of the working of its Committees. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors.

A structured questionnaire was prepared covering various aspects such as attendance at the meetings, participation and contribution, team work, discussions at the Board/Committee Meetings, understanding of the business of the Company, strategy and quality of decision making, etc. The Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met five (5) times during the financial year 2023-24 2023-24 viz. on 26^th May 2023, 10^th August, 2023, 05^th September 2023, 07^th November 2023 and 08^th February, 2024.

COMMITTEES OF THE BOARD:

The Company has several Committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has the following Committees of the Board comprising of Directors of the Company:

AUDIT COMMITTEE:

The Audit Committee was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Composition of Audit Committee has not been changed in this financial year. The Audit Committee comprises of:

The Audit Committee met four times during the year viz on 26^th May 2023, 10^th August, 2023, , 07^th November 203 and 08^th February, 20242024

NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Nomination & Remuneration Committee is in conformity with the provisions of the said section. The Composition of the Committee has not been changed this financial year The Nomination & Remuneration Committee comprises of:

The Nomination & Remuneration Committee met Once during the year i.e 8^th February, 2024

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company comprises of three directors. The Composition of the Committee has not been changed this financial year

The Stakeholders Relationship Committee met once during the year viz. 8^th February, 2024

During the financial year 2023-24, no complaints were received from shareholders. There were no complaints pending in the beginning of the financial year and none were pending at the close of the financial year 31^st March, 2024.

INDEPENDENT DIRECTORS MEETING:

Independent Directors comprises of Mr. Sunil Sharma (Chairman of Committee) and Mr. Kirankumar Shukla (Member). During the year under review, the Independent Directors met on 8^th February, 2024 inter alia,

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy to report genuine concerns or grievances. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Chairman of the Audit Committee or the Company Secretary of the Company or any member of the Audit committee. The Policy on vigil mechanism /whistle blower policy may be accessed on the Company's website.

POLICY ON PRESERVATION OF DOCUMENTS:

In accordance with Regulation 9 of SEBI (LODR) Regulations, 2015 the Company has framed a Policy on preservation of documents approved by the Board of Directors of the Company. The Policy is intended to define preservation of documents and to provide guidance to the Executives and employees working in the Company to make decisions that may have an impact on the operations of the Company. It not only covers the various aspects on preservation of the documents, but also the safe disposal/destruction of the documents.

INSIDER TRADING CODE:

In compliance with the SEBI Regulations on prohibition of insider trading, the Company has adopted the Code of Conduct for Prevention of Insider Trading in securities of the Company, to regulate, monitor and report trading by insiders, designated Persons and such other persons to whom this Code is applicable.

PREVENTION OF SEXUAL HARASSMENT:

The Company offers equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company has also framed a policy on Prevention of Sexual Harassment of Women at workplace. As per the requirement of the Sexual harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, the Company has constituted a Complaints Committee to inquire into complaints of sexual harassment and recommend appropriate action.

During the financial year 2023-24 , no complaints were received.

LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013, are as provided in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement for the year 2023-24

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2024, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 as at 31^st March, 2024 and of the profit and loss of the Company for the year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. As the Company does not have any manufacturing activities, particulars required to be disclosed with respect to the conservation of energy and technology absorption in terms of Section 134 of The Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable and hence not given.

b. During the year under review, the foreign exchange outgo / provision is Nil and the foreign exchange inflow is Nil (previous year Nil).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT.

There were no material changes and commitments affecting the financial position of the company has occurred between the end of the financial year of the company to which this financial statement relates and the date of this report.

CHANGE IN THE NATURE OF BUSINESS:

No significant changes had been made in the nature of the business of the company during the financial year.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this report.

The Company has established set of standards, processes and structure which enables it to implement adequate internal financial controls and that the same are operating effectively. The internal financial controls of the Company are commensurate with its size and the nature of its operations. The Company has well defined delegation of authority limits for approving revenue as well as expenditures.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work done by the Internal, Statutory and Secretarial Auditors and the reviews of the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24

AUDITORS:

Pursuant to provisions of section 139 of the Act, the members at the annual general meeting of the Company held on 30^th September, 2022 appointed M/s Nayan Parikh & Co. Chartered Accountants (FRN:107023W) as statutory auditors of the Company from the conclusion of 39^th Annual general meeting till the conclusion of 44^th annual general meeting, covering one term of five consecutive years.

M/s Nayan Parikh & Co. Chartered Accountants (FRN:107023W), Mumbai vide its letter dated 30^th May, 2024 has tendered their resignation as the Statutory Auditors of the Company since the audit fees is not commensurate to the efforts that they would be incurring to conduct Audit for the remaining Financial Year starting from 2024-25 resulting into a casual vacancy in the office of the Statutory Auditors of the Company.

Pursuant to Section 139(8) of the Companies Act, 2013 (“the Act”), the Board of Directors of the Company, on the recommendation of the Audit Committee at its meeting held on 28^th June, 2024 took note of resignation of M/s Nayan Parikh & Co. Chartered Accountants (FRN:107023W) and after obtaining the consent under Section 139(1) of the Act, appointed M/s Motilal & Associates LLP, Chartered Accountants (Firm Registration No. 106584W/W100751), Mumbai as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Nayan Parikh & Co. Chartered Accountants with effect from 28^th June, 2024 till the conclusion of this 41^st AGM, subject to the approval and ratification by the Members at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors. The Ordinary resolution is placed before the Shareholders for their approval.

Motilal & Associates LLP, Chartered Accountants (Firm Registration No. 106584W/W100751), established in the year 1985 with a vision to become a firm providing value added services and solutions and the firm is a Peer Reviewed Firm holding a Peer Review Certificate No. 015494 dated 18^th August, 2023 issued by the Peer Review Board of the Institute of Chartered Accountants of India valid till 31^st August, 2026 . They have a rich experience spanning over more than three decades of diverse professional exposure. The firm is situated in Mumbai, led by 7 Partners. The Registered Office of the Firm is located at Andheri East, Mumbai. Motilal & Associates LLP are committed in ensuring that their services are provided objectively, maintaining the highest ethical & professional standards with paramount emphasis on the interest of the clients and the quality of professional work. Motilal & Associates LLP are catering to client groups across diverse sectors and business verticals and functions. Motilal & Associates LLP Core competence is in corporate Audits and Assurance Services with a major client base from the corporate sector.

The Board of Directors of the Company on the recommendation of the Audit Committee also recommended the appointment of M/s Motilal & Associates LLP, Chartered Accountants (Firm Registration No. 106584W/W100751) as the Statutory Auditors of the Company to hold office for a period of five years, from the conclusion of this 41^st AGM till the conclusion of the AGM of the Company to be held in the year 2029, subject to the approval of the Members at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors. The Company has received the consent letter and eligibility certificate from M/s Motilal & Associates LLP, Chartered Accountants (Firm Registration No. 106584W/W100751) to act as the Statutory Auditors of the Company in place of M/s Nayan Parikh & Co. Chartered Accountants along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Act. The Ordinary resolution is placed before the Shareholders for their approval.

The statutory audit report for the year 2023-24 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Board's Report.

SECRETARIAL AUDITOR:

The Company had appointed Ms. Hansa Gaggar to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor in Form MR 3 is annexed herewith as Annexure -1. Secretarial Audit Report(s) for the financial year ended 31st March, 2024 do not contain any qualification, reservation or adverse remark made by Ms. Hansa Gaggar, Practicing Company Secretary, in her secretarial audit report except what have been specifically mentioned in the Report which is self-explanatory.

DEMATERIALIZATION OF SHARES

The Company's shares are listed on BSE Limited and the Company's Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. The ISIN of the Company is INE778N01016. As on March 31, 2024, 50,95,700 equity shares representing 99.72% of the total shares have been dematerialized.

COMPANY'S WEBSITE

The Company has changed its website namely from www.leenaconsultancy.co.in. to www.triliancepolymerslimited.com.The website provides detailed information about the Quarterly Results, Annual Reports and Shareholding patterns and various policies adopted by the Company are placed on the website of the Company and the same are updated periodically.

MEANS OF COMMUNICATION

The Company has designated triliancepolymerslimited@gmail.com as email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Board's Report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and the Company's operations in future;

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION:

There was no instance of one-time settlement with any Bank or Financial Institution

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company does not fall in the criteria mentioned under Section 135 of the Companies Act, 2013, for applicability of the provisions of Corporate Social Responsibility. Hence, your Company is not required to constitute CSR Committee and comply with other provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

RISK MANAGEMENT COMMITTEE:

The provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 are not applicable to the Company. Hence this Committee has not been formed.

CORPORATE GOVERNANCE

As per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the paid-up equity share capital of your Company is less than Rs. 10 crores and Net worth is less than Rs. 25 crores, hence as per Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Compliance with the provisions of Regulation 27 i.e Corporate Governance is not applicable to your Company.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

GENERAL

Your 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:

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is placed on the website of the Company www.triliancepolymerslimited.com and also forming part of this report as Annexure 2

ACKNOWLEDGEMENTS

Your Director's wish to convey their gratitude and place on record their sincere appreciation of the assistance and co-operation that the Company has been receiving from its employees as well as from the Banks. Your Directors would also like to thank the customers, suppliers and shareholders for their continued support and co-operation.