DIRECTORS' REPORT To, The Members, TRINITY TRADELINK LIMITED (Formerly Omnitech Petroleum Limited) Your Directors have pleasure in presenting the Thirtieth Annual Report and the audited accounts for the financial year ended 31st March, 2015. Review of Performance During the year the Company's Profit after tax amounts to Rs.13.88 Lacs as compared to the last year profit of Rs. 65.47 Lacs. Barring unforeseen circumstances, your Directors expect to achieve good results in the coming year. Change in the nature of business There has been no change in the operational activities of the Company during the year under review. Transfer to Reserves During the year under review, there is no transfer to reserves. Dividend Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 0.3% (Re.0.003 per equity share of Re. 1/-). The dividend of 0.3% if approved at the forthcoming Annual General Meeting, will result in the outflow of Rs. 7.88 lacs to the Company in addition to Rs. 1.58 lacs by way of dividend distribution tax. Sub Division of Equity Shares The Board of Directors of the Company at its meeting held on 13th March, 2014 approved a proposal to sub-divide the face value of equity shares of the Company from Rs. 10 to Re. 1 per share. The Company received shareholders approval through Postal Ballot for sub-division of shares on 22nd April, 2014 and the Record Date for the same was 26th May, 2014. The paid up equity share capital of the Company as on 31st March, 2015 was Rs. 2625.5805 Lacs. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. Finance Cash and cash equivalents as at March 31, 2015 was Rs. 56.31 lacs. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. Public Deposits Your Company has not accepted any deposits from Public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Particulars of Loans, Guarantees and Investments The details of loans given / investments made / guarantees given / securities provided are given in the Notes to the Financial Statements. Management Discussion and Analysis Report Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Equity Listing Agreement with Bombay Stock Exchange Limited is presented in separate section forming part of this Annual Report. Directors & Key Managerial Personnel Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Vikash Dubey, Mr. Bhaskar Paul and Mrs. Purnima Maity were appointed as independent directors at the Annual General Meeting of the Company held on September 27, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act & Clause 49 of Equity Listing Agreement with BSE and there has been no change in the circumstances which may affect their status as independent director during the year. Mr. Vikrant Kayan, Managing Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment. Mr. Sukumar Das, Director stepped down from the Board of the Company on May 20, 2015 due to pre-occupations. The Board places on record its appreciation of the invaluable contribution and guidance provided by him. Mr. Shyam Gurung was appointed as Additional, Non Executive Director with effect from May 27, 2015. He is Commerce graduate from Calcutta University and with an expertise in Accounts & Finance. He has strong execution capabilities and is adept at innovation, team building and leadership. His appointment will immensely help the Company in its positive growth. The resolutions seeking approval of the Members for the appointment of Mr. Shyam Gurung as a Director of the Company have been incorporated in the notice of annual general meeting forming a part of this report. The Company has received a notice under Section 160 of the Act along with the requisite deposit proposing the appointment of Mr. Shyam Gurung. Industrial Relations During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. Declaration by an Independent Directors The Company has received necessary declarations from each independent director under Section 149(7) of the Companies Act, 2013, that he or she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement. Particulars of Employees The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance. A) Details of the ratio of the remuneration of each Director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Note: There has been no payment made towards sitting fees to Directors for attending Board and Committee meetings. Notes:- i) Median remuneration of employees of the Company during the financial year 2014-2015 was Rs. 204,000/-. ii) Median remuneration of employees of the Company during the financial year 2013-2014 was Rs. 180,000/-. In the financial year, there was a increase of 13.33% in the median remuneration of employees. iii) There were 7 confirmed employees on the rolls of the Company as on March 31, 2015. iv) Relationship between average increase in remuneration and company performance- Average Remuneration increased during the year 2014-2015 by 15.55% whereas the company's PAT decreased by 70.15%. v) a) Variation in the market capitalization of the company: The market capitalization as on 31st March 2015 was Rs. 794.24 crores (Rs.2609.43 crores as on 31st March 2014) b) Price Earning Ratio of the Company was 6050 as at 31st March 2015 and was 399.14 as at 31st March 2014. c) Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer: The Company had come out with initial public offer (IPO) in 1986. The closing price of the Company's equity shares on the BSE as of March 31, 2015 was Rs.30.25, representing a 505% increase over the IPO price, adjusted for stock splits and bonus to date. An amount of Rs 1,000 invested in the said IPO would be worth Rs. 6050 as on March 31, 2015 (Ref: BSE Closing Price as on March 31, 2015). vi) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 15.50% whereas the increase in the managerial remuneration for the same financial year was NIL. vii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees. viii) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:- During fiscal year 2014-2015, no employee received remuneration in excess of the highest-paid Director. ix) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees. B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided. Familarisation Programme The Company has formulated a Familiarisation Programme for Independent Directors with an aim to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., to provide them with better understanding of the business and operations of the Company and so as to enable them to contribute significantly to the Company. The details of programmes for familiarization of Independent Directors with the Company are put up on the website of the Company at www.trinitytrade.in Meeting Details Nine meetings of the Board were held up during the year. For details of the meetings of the Board, please refer Corporate Governance report which forms a part of this report. Board Evaluation 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 the Corporate Governance requirements as prescribed by the Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreement ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as 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 the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and the Committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings, etc. in addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. Nomination and Remuneration Policy The Board of the Directors has framed the policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy is annexed at the end of the Corporate Governance Report. Corporate Social Responsibility (CSR) Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be made. Auditor's Report or Secretarial Audit Report The Auditor's Report and Secretarial Auditor's Report does not contain any qualifications, reservations or adverse remarks. Auditors M/s. D. K. Chhajer & Co., Chartered Accountants, who are appointed as the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting. In terms of the Companies Act, 2013 ("the new Act") and the Rules framed thereunder, it is proposed to appoint them as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting, until the conclusion of the fifth consecutive AGM of the Company to be held in the year 2020 (subject to ratification of their appointment by the Members at every Annual General Meeting held after the ensuing Annual General Meeting). As required under the provisions of section 139(1) of the new Act, the Company has received a written consent from M/s. D. K. Chhajer & Co., Chartered Accountants to their appointment and a Certificate, to the effect that their re-appointment, if made, would be in accordance with the new Act and the Rules framed thereunder and that they satisfy the criteria provided in section 141 of the new Act. The Members are requested to elect Auditors as aforesaid and fix their remuneration. Secretarial Audit Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretary (CP No. 6400) to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure 1" and forms an integral part of this report. Extract of Annual Return and other disclosures under Companies (Appointment and Remuneration) Rules, 2014 The extract of Annual Return in form MGT-9 as per the applicable provisions of the Companies Act, 2013 read with Rule 12(1) of Companies (Management and Administration) Rules, 2014 duly certified by the Practicing Company Secretary is annexed hereto as "Annexure 2" and forms parts of this report. Contracts and Arrangement with Related Parties The company has laid down a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.trinitytrade.in . During the year, the Company had not entered into any contract or arrangement with related parties which could be considered 'material' or which may have potential conflict with interest of the company at large. However, a NIL statement is annexed herewith as "Annexure 3" in the prescribed form AOC-2. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Significant and Material orders passed by the regulators During the period under review, there were no significant and material orders passed by the regulators/ courts or tribunals that would impact going concern status of the Company and its future operations. Details of Subsidiary/ Joint Ventures/ Associate Companies As on 31st March, 2015, the Company had no subsidiary/ Joint Ventures /Associate Companies. Internal Controls The disclosure relating to the Internal Control Systems in the Company has been given in detail in the Management Discussion and Analysis Report, annexed to this report. Corporate Governance As required by Clause 49 of the Equity Listing Agreement with the Stock Exchange, the Corporate Governance Report along with a certificate from a Practicing Company Secretary are set out in the annexure forming a part of this report. Listing The Equity Shares of the Company are listed with the BSE Limited, P.J. Towers, Dalal Street, Mumbai - 400 001, under Scrip Code 512417 and the Company has paid the Listing Fees to the said stock Exchange for the Financial Year 20152016. Risk Management Policy The Company has formulated a Risk Management Policy. The Company through the Risk Management Committee identifies, evaluates, analyses and priorities risks in order to address and minimize such risks. This facilitates identifying high level risks and implement appropriate solutions for minimizing the impact of such risks on the business of the Company. The Committee submits its recommendations and comments for Board's review and necessary action. Vigil Mechanism / Whistle Blower Policy Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.trinitytrade.in . Directors Responsibility Statement In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that: i. In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; ii. The directors have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 or at the profit or loss of the Company at the end of the year under review. iii. The directors have 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. iv. The directors have prepared the annual accounts on a 'going concern' basis. v. 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. vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: Since, the Company neither owns nor operates any manufacturing unit or facility, there is no information which needs to be disclosed in respect of Conservation of Energy, Technology Absorption. However, your Company, due to merger with Trinity Tradelink Limited is engaged in International Trading Activities with major exports in Jute, Tea & Potato and the Foreign Exchange earnings and outgo from the said activities as per Section 134 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is given below: Prevention of Sexual Harassment As a good corporate citizen, Trinity Tradelink Limited is committed to a gender friendly workplace. It seeks to enhance equal opportunities for men and women, prevent/stop/redress sexual harassment at the workplace and institute good employment practices. Trinity Tradelink Limited maintains an open door and encourages employees to report any harassment concerns and is responsive to employee complaint about harassment or other unwelcome and offensive conduct. The Company has constituted an Internal Complaints Committee (ICC) in pursuant to the provisions of Companies Act, 2013 for prevention, prohibition and redressal of complaints / grievances on the Sexual Harassment of women at work place. This policy is communicated to all employees in an appropriate and meaningful manner. ICC has not received any complaints during the financial year 2014-15. Appreciation Your Board of Directors takes this opportunity to express their sincere appreciation for the support and co-operation extended by the stakeholders, bankers, consultants, advisors & employees of the Company. For and on behalf of the Board of Directors Vikrant Kayan Managing Director DIN No.00761044 Shyam Gurung Director DIN No.06841231 Registered Office: 16 & 17, Washington Plaza, Dispensary Road, Goregaon West Mumbai -400 062 Place: Mumbai Date: 03.09.2015 |