Board's Report
To,
The Members,
Trident Lifeline Limited
Your Directors are pleased to present the 11th Annual Report along with the Audited Standalone and Consolidated Financial Statements and Auditor's Report thereon of Trident Lifeline Limited ('Trident Lifeline' or 'Company') for the Financial Year ended March 31, 2024.
1. FINANCIAL PERFORMANCE:
The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").
The summarized financial highlights is depicted below:
(Amount Rs. in Lakhs)
STANDALONE
CONSOLIDATED
2. FINANCIAL HIGHLIGHTS & OPERATIONS:
The Key highlights pertaining to the business of the Company for the year 2023-24 and period subsequent there to have been given hereunder.
• Standalone
Your Directors inform you that, during the year under review, Your Company has revenue from operations of Rs.4,685.52 Lakhs and EBITDA of Rs.1,103.24 Lakhs as against Rs.3,284.57 Lakhs and Rs.740.44 Lakhs respectively in the previous year. During the year under review the Company has earned net profit after tax amounting to Rs.704.34 Lakhs as against Rs.601.20 Lakhs in the previous year. The Company's earnings per share were Rs.6.13 during the current year. Your Directors are hopeful to achieve better financial performance in the coming years.
• Consolidated
The consolidated total revenue of your Company for FY 2023-24 stood at Rs.4,670.72 Lakhs and EBITDA of Rs.1,026.93 Lakhs as against Rs.3,285.45 Lakhs and Rs.741.31 Lakhs respectively in the previous year. During the year under review the Company has earned net profit after tax amounting to Rs.593.97 Lakhs as against Rs.601.85 Lakhs in the previous year. The Company's earnings per share were Rs.5.52 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 this Annual Report.
3. CHANGE IN THE NATURE OF THE BUSINESS:
During the year, there was no change in the nature of Business of the Company.
4. CHANGE IN SHARE CAPITAL:
During the financial year under review, there has been no change in Share Capital of the Company. The Company's shares are listed on BSE Limited (Scrip Code: 543616).
5. STATEMENT OF DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH REGULATION 32 OF SEBI (LODR) REGULATIONS, 2015:
In accordance with the offer document of the Initial Public Offer, the Company had estimated utilization of Rs.2,050 Lakhs towards Funding Working Capital requirements of the Company, Rs.513.66 Lakhs towards Product registration in international markets, Rs.670.53 Lakhs towards General Corporate Purposes and Rs.300 Lakhs towards public issue expenses.
The actual utilization as on March 31, 2024 was Rs.1,861.97 Lakhs towards Funding Working Capital requirements of the Company, Rs.20.91 Lakhs towards Product registration in international markets, Rs.670.48 Lakhs towards General Corporate Purposes and Rs.300.00 Lakhs towards public issue expenses. Remaining unutilized amount lying with the bank.
6. PUBLIC DEPOSITS:
Your Company has not accepted or renewed any Public Deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2023-24 or the previous financial years.
7. APPROPRIATIONS:
• Dividend:
The Board of directors does not recommend a dividend for the year under review.
• Transfer to Reserve:
The Board of Directors have not proposed to transfer any amount to any Reserve. Therefore, entire profits of Rs.704.34 Lakhs earned during the financial year 2023-24 have been retained in the profit and loss account.
• Bonus Shares:
During the year the Company has not allotted any Bonus Shares to its members.
8. RIGHT ISSUE:
During the year the Company has not issued any Right shares to its members.
11. DEPOSITORY SYSTEM:
As members are aware, the Company's shares are compulsorily tradable in the electronic form. As on March 31, 2024, 100% of the Company's total paid-up capital representing 1,14,99,200 shares were in dematerialized form. The ISIN of the Equity Shares of your Company is INE0MKA01014.
12. CREDIT RATING:
The Company has not obtained Credit Rating from any Credit Rating Agency as on the date of this Report.
13. DETAILS OF LOANS/INVESTMENTS/GUARANTEES:
The Companies has provided loans/guarantees to its subsidiaries, associates and other parties and has made investments during the year in compliance with provisions of the Companies Act, 2013 and rules made thereunder. The details of such loans/guarantees provided as on March 31, 2024 are provided in Note No. 10, 12, 17 and 28 of the Standalone Financial Statements.
14. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
At the beginning of the year, the Company has 1 Subsidiary Company-TNS Pharma Private Limited and during the year under review:
TLL HERBAL LIMITED (''TLL Herbal'') has become a subsidiary Company pursuant to acquisition of 51% equity shares w.e.f. August 10, 2023.
The Company has successfully completed the subscription of 51% of the issued and paid up capital of the Company TLL Parenterals Limited ("TPL"), upon the incorporation of TPL on December 15, 2023.
Except above, no other Company has become or ceased to be subsidiary, joint venture or associate Company during the year under review.
15. SUBSIDIARY COMPANIES AND ITS FINANCIAL PERFORMANCE:
During the year under review, the Company has acquired 51% equity stake in TLL Herbal Limited and TLL Parenterals Limited. Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1, which forms part of this Annual Report.
The Annual Financial Statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours.
16. BOARD OF DIRECTORS:
As on March 31, 2024, your Company's Board had 6 members comprising 3 Executive Directors and 1 Non-Executive and Non-Independent Director and 2 Non-Executive & Independent Directors. The Board have 2 women Directors out of total directors as under:
The Directors of your Company are well experienced having expertise in their respective fields of technical, finance, strategic and operational management and administration.
During the year following changes in directorship were made:
Mr. Dhaval Vimal Shah (DIN: 06366475), was resigned from the post of Independent Director w.e.f. July 15, 2023 due to his personal reasons and other professional commitments.
The Board has placed on record its sincere appreciation for efficient and mature advice by Mr. Dhaval Vimal Shah as an Independent Director of the Company.
Mr. Mishal Shailesh Patel (DIN: 10250091) was appointed as an Independent Non-Executive Director (Additional Director) on July 22, 2023 and was regularized by the members at the previous AGM held on September 21, 2023.
After the closure of the financial year following changes were made in directorships:
Ms. Aena Surana (DIN: 09652356), has resigned from the post of Independent Director w.e.f. April 27, 2024 due to her personal reasons and other professional commitments.
The Board has placed on record its sincere appreciation for efficient and mature advice by Ms. Aena Surana as an Independent Director of the Company.
Mrs. Falguni Bhavesh Jariwala (DIN: 10584711) was appointed as an Independent Non-Executive Director (Additional Director) designated as Women Director on April 27, 2024 and was regularized by the members through Postal Ballot on June 20, 2024.
Mr. Mayurkumar Mansukhbhai Gajera (DIN: 08629139), has resigned from the post of Whole-Time Director and Chief Financial Officer w.e.f. May 16, 2024 due to his personal reasons and pre-occupation elsewhere.
The Board has placed on record its sincere appreciation for efficient and mature advice by Mr. Mayurkumar Gajera as Whole-Time Director & Chief Financial Officer of the Company.
Mrs. Rupaben Chetan Jariwala (DIN: 08543127) was appointed as an Additional Director designated as Whole-Time Director & Key Managerial Personnel of the Company on May 16, 2024 and was regularized by the members through Postal Ballot on June 20, 2024.
Mr. Hardik J Desai (DIN: 01358227) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Shareholders' approval for his re-appointment along with other required details forms part of the Notice.
None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) of the Act.
In the opinion of the Board, the Independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.
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.
17. KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with rules framed thereunder the following persons are the key Managerial Personnel of the Company as on March 31, 2024:
1) Mr. Shravan H Patel, Managing Director.
2) Mr. Mayurkumar Mansukhbhai Gajera, Whole-Time Director & Chief Financial Officer.
3) Mr. Jiteshkumar R Varkal, Company Secretary and Compliance Officer.
After the closure of financial year, Mr. Mayurkumar Mansukhbhai Gajera has resigned from the post Whole-Time Director & Chief Financial Officer w.e.f May 16, 2024 and Mr. Ashish Anandsign Bafna was appointed as Chief Financial Officer of the Company on July 17, 2024.
Mr. Jiteshkumar R Varkal has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. May 30, 2024.
18. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES:
1. Board Meetings:
The Board of Directors met 14 times during the financial year ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made there under as under:
Attendance of Directors at Board Meetings
2. Committee Meetings:
Audit Committee
As on March 31, 2024, the Audit Committee of the Board comprises of three members viz; Mr. Mishal Shailesh Patel (Independent and Non-Executive Director) - Chairman, Ms. Aena Surana (Independent and Non-Executive Director)- Member and Mr. Mayurkumar Mansukhbhai Gajera (Whole-Time Director and Chief Financial Officer) - Member.
All recommendations made by the Audit Committee were accepted by the Board during the year 2023-2024. The Audit Committee met 09 times during the Financial Year ended March 31, 2024 as mentioned below:
Nomination and Remuneration Committee
As on March 31, 2024, the Nomination and Remuneration Committee of the Board comprises of three members viz; Mr. Mishal Shailesh Patel (Independent and Non-Executive Director) - Chairman, Ms. Aena Surana (Independent and Non-Executive Director) - Member and Mrs. Maniya Hardik Desai (Non-Executive Director) - Member, all of which are Non-Executive Directors.
The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013 read with the applicable rules thereto and Listing Regulations (as may be amended from time to time). The Nomination and Remuneration Committee has met 04 times during the period ended March 31, 2024 as mentioned below:
Stakeholders Relationship Committee
The Stakeholders Relationship Committee of the Board comprises of three members viz; Mrs. Maniya Hardik Desai (Non-Executive Director) - Chairman, Mr. Mishal Shailesh Patel (Independent & Non-Executive Director) - Member, Mr. Hardik J Desai (Chairman & Executive Director) - Member. The Stakeholders Relationship Committee has met 01 time during the Year ended March 31, 2024 on March 07, 2024.
Details of Investors grievances/Complaints:
No investor complaints received during the financial year 2023-24. No pending complaints of the Shareholders/ Investors registered with SEBI at the end of the current financial year ended on March 31, 2024. There were no pending requests for share transfer/dematerialization of shares as of March 31, 2024.
3. Meeting of Independent Directors:
A separate meeting of the independent directors of the Company for the FY 2023-24 was held on March 13, 2024 where all the Independent Directors were present as per the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
19. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
A policy on familiarization programs 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 the Company's website www.tridentlifeline. com.
20. EVALUATION OF BOARD'S PERFORMANCE:
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
In a separate meeting of Independent Directors held on March 13, 2024, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman were evaluated taking into account the views of executive and Non-Executive Directors. The said meeting was attended by all the Independent Directors.
The performance of the Board and its Committees, individual Directors, and Chairpersons were found satisfactory. Further, the Board has expressed its satisfaction and has been thankful to all its Independent Directors for sharing their knowledge and expertise which has been proved beneficial towards the progress of the Company.
21. DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received a necessary declaration from each independent director that he/she meets the criteria of independence laid down in Section 149(6), Code for independent directors of the Act and Regulation 16(1)(b) of the Listing Regulations.
22. PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES:
The managerial remuneration paid to the directors during the financial year are as under:
Further the managerial remuneration of E 10.47 Lakhs and E 4.65 Lakhs paid to Mr. Hardik Desai and Mrs. Maniya Hardik Desai respectively for the financial year 2023-24 were found in excess of the maximum permissible limit as prescribed under Section 197 of the Act from the total managerial remuneration paid, but the said remuneration was within the limits as approved by the members at previous AGM held on September 21, 2023.
Disclosures relating to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-A which forms part of this Report.
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.
In accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee of the Board of Directors approved the 'Nomination and Remuneration Policy', which is available on the website of the Company www.tridentlifeline.com.
23. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) read with 134(5) of the Act, your Directors confirm that:
(a) The applicable accounting standards have been followed along with proper explanation relating to material departures, if any, in the preparation of the annual accounts;
(b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made 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 of the Company for that period;
(c) Proper and sufficient care has been 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 have been prepared on a going concern basis;
(e) Proper internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) Proper systems to ensure compliance with the provisions of all the applicable laws have been devised and that such systems were adequate and are working effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by the management and relevant Board Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-2024.
24. CORPORATE GOVERNANCE:
Pursuant to the provisions of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from Reporting on Corporate Governance and therefore the Company is not filing Corporate Governance Report to the Stock Exchange and hence the Report is not attached with this Report. However, the Company is complying with the provision of filing Corporate Governance Non-Applicability Certificate to the Exchange.
Report on Corporate Governance Practices and the Certificate regarding compliance of conditions of Corporate Governance and certification by CEO/Whole- Time Director & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
25. CORPORATE SOCIAL RESPONSIBILITY POLICY:
At present, amount to be spent by a Company under sub-Section (5) of Section 135 of the Companies Act, 2013 does not exceed Fifty Lakhs rupees, therefore the requirement under sub-Section (1) of Section 135 of the Companies Act, 2013 for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this Section shall be discharged by the Board of Directors of Company.
This CSR Policy has been approved by the Board of directors of the Company dated May 06, 2023 ("the Board").
The CSR policy, covering the Objectives, Focus Areas, Governance Structure Monitoring and Reporting Framework among others is approved by the Board of Directors. The CSR Policy is available on the website of the Company and can be accessed at www.tridentlifeline.com.
The main objective of Trident Lifeline's CSR policy is to make CSR a key business process for sustainable development of society. In its endeavors to mutually achieve the said objective, the Act stipulates the provisions regarding mandatory adherence to the Corporate Social Responsibility practices by the prescribed classes of companies.
The Company has spent more than 2% of the average net profits of the Company during the three immediately preceding Financial Years on CSR.
The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 and the Rules framed thereunder, is annexed to this Report (Annexure-B).
26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a Whistle about the unethical behavior, fraud or violation of Company's code of conduct. Blower Policy for the vigil mechanism of Directors and employees to report to the management 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. www.tridentlifeline.com.
27. PREVENTION OF INSIDER TRADING:
The Company has adopted an Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Insiders ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations).The Code is applicable to Promoters and Promoter's Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations.
The Company has also formulated 'The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the PIT Regulations. This Code is displayed on the Company's website viz. www.tridentlifeline.com.
28. CODE OF CONDUCT:
The Company has adopted Code of Business Conduct & Ethics ("the Code") which is applicable to the Board of Directors, Senior Management, Key Managerial Personnel, Functional heads and all professionals serving in the roles of finance, tax, accounting, purchase and investor relations of the Company. The Board of Directors and the members of the Senior Management Team (one level below the Board of Directors) of the Company are required to affirm annual Compliance of this Code. A declaration signed by the Chairman and Managing Director of the Company to this effect is placed at the end of this report as Annexure-C. The Code requires Directors and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in a professional, courteous and respectful manner. The Code is displayed on the Company's website viz. www. tridentlifeline.com.
29. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE
The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources. As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. Besides, redressal is placed on the intranet for the benefit of employees.
Following is a summary of sexual harassment complaints received and disposed off during F.Y. 2023-2024:
30. STATUTORY AUDITORS AND INDEPENDENT AUDITORS' REPORT:
M/s. A Bafna & Associates., Chartered Accountants, (Firm Registration No. 121901W) have been appointed as the Statutory Auditor of your Company for a tenure of Rs.(five) years till the 14th AGM to be held in the Calendar Year 2027. The Auditors' Report given by M/s. A Bafna & Associates, Statutory Auditor, on the Financial Statements of your Company, for the year ended March 31, 2024, forms part of the Annual Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report. The Auditors' Report for the year is self-explanatory & does not contain any modified opinion, hence need no comments.
31. REPORTING OF FRAUDS:
There have been no frauds reported under sub-Section (12) of Section 143 of the Act, during the financial year under review, to the Audit Committee or the Board of Directors.
32. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
The Company has appointed M/s. Amareliya & Associates, Practicing Company Secretary (ICSI M. No. F12452, COP: 24321, PR: 4735/2023) as the Secretarial Auditor for the financial year 2023-24 in accordance with Section 204 of the Act. The Report on Secretarial Audit for the Financial Year 2023-24, in Form MR-3, is annexed hereto as Annexure-D and forms part of this Report.
The Secretarial Audit Report contains following qualification, reservation or adverse remark:
The company being a SME Listed Company needs to file Audited Financial Result (Standalone & Consolidated) for the half year and year ended March 31, 2023 as per format prescribed by SEBI as Half Year figures, but the company has filed Audited Financial Result (Standalone & Consolidated) for the said period as quarterly figures on May 06, 2023.
Management Reply:
The company has submitted Audited Financial Results (Standalone & Consolidated) with Half year figures for the half year and year ended March 31, 2023 on June 09, 2023. Hence, BSE vide its email dated June 30, 2023 has levied fine of Rs. 50,000 plus Gst as per SEBI circular no. SEBI/HO/CFD/CMD/CIR/p/2020/12 dated January 22, 2020 for late submission of financial result with 10 days' delay and the said fine was paid by the company on July 20, 2023.
33. SECRETARIAL STANDARDS:
The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.
34. INTERNAL AUDITORS:
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s. Shah Kailash & Associates, Chartered Accountant as an Internal Auditor of the Company, for the financial year 2023-24 but the Internal Auditor has tendered their resignation w.e.f. June 16, 2023 due to pre-occupations in other assignments.
M/s. DAC & Co., Chartered Accountant, having FRN No. 137035W were appointed as an Internal Auditor of the Company for the Financial Year 2023-24 on July 15, 2023.
The audit committee of the Board of Directors in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit.
35. COST RECORDS AND AUDIT:
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.
36. INTERNAL CONTROL SYSTEM:
Your Company has put in place adequate internal financial controls with reference to the financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed. The Internal Auditor certifies on the assurance of adequacy of Internal Control System on quarterly basis which are regularly reviewed by the Audit Committee. Independence of the audit is ensured by the direct reporting of internal audit functions to the Audit Committee of the Board.
37. RISK MANAGEMENT:
Risk Management is the systematic process of understanding, measuring, controlling and communicating an 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 risk-management strategy is to identify, assess and mitigate any significant risks. We have established processes and guidelines, along with a strong overview and monitoring framework at the Board and Senior Management levels. The Board of Directors regularly reviews risks and threats and takes suitable steps to safeguard its interest and that there is no element of risk identified that may threaten the existence of the Company. The focus shifts from one area to another area depending upon the prevailing situation. A detailed report on significant risks and mitigation is forming part of Management's Discussion and Analysis.
38. INSURANCE:
The Company has taken all the necessary steps to insure its properties and insurable interests, as deemed appropriate and also as required under the various legislative enactments.
39. INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review, the Company has not transferred any amount to the Investor Education and Protection Fund.
40. LOAN FROM DIRECTORS:
During the year under reporting, the Company has taken E 7.50 Lakhs Unsecured Loan from directors and relatives of directors and repaid the same in full. Pursuant to rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 declaration has been received from them that the amount has not been given out of the funds acquired by them, either by borrowings or by accepting loans or deposits from others. Refer Note No. 28(B) of the Financial Statement.
41. RELATED PARTY TRANSACTIONS:
There have been no materially significant related party transactions with the Company's Promoters, Directors and others as defined in Section 2(76) of the Companies Act, 2013 which may have potential conflict of interest with the Company at large.
Further, all such contracts/arrangements/transactions were placed before the Audit Committee and Board, for their approval. Prior approval/s of the Audit Committee/ Board are obtained on an annual basis, which is reviewed and updated on quarterly basis.
All related party transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Act, in Form AOC - 2, is not applicable.
42. PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
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-E hereto and forms part of this report.
43. EQUAL EMPLOYMENT OPPORTUNITIES:
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), color, 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.
44. ANNUAL RETURN:
In Compliance with the provision of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return in Form MGT-7 for the Financial Year 2023-24, is made available on the website of the Company at https://www.tridentlifeline.com.
45. 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:
a. Issue of Equity Shares with 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.
d. 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.
e. There was no proceeding initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016.
f. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
46. ACKNOWLEDGEMENTS:
The Directors thank the Company's customers, vendors, investors, lenders, bankers, Government and Regulatory Authorities and Stock Exchange and all other stakeholders for their continuous support.
The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.
The Directors appreciate and value the contribution made by all our employees and their families and the contribution made by every other member of the Trident Lifeline's family, for making the Company what it is.
For and on behalf of the Board of Directors