DIRECTORS' REPORT To, The Members, TRINITY LEAGUE INDIALIMITED Your Directors have pleasure in presenting the 27th Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 31st March, 2015. DIVIDEND Your directors regret their inability to recommend any dividend on the equity shares in view of the heavy accumulated loss incurred by the Company. PERFORMANCE In future, your Directors hope the profitability of the company will improve in the coming financial year. FUTURE PROSPECTS The company will continuously make effort to work efficiently and effectively and will always hire expert advice to manage their growth. PUBLIC DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, and the rules made there under. AUDITORS' REPORT TheAuditorshavenotqualified in the Auditors report. AUDITORS M/s Sadana & Co., Chartered Accountants, Delhi, the retiring Auditors, have expressed their consent to continue as Statutory Auditors of company have confirmed that their appointment, if made, would be within the limits prescribed U/s 139(2)) of the Companies Act, 2013. Accordingly, M/s Sadana & Co., Chartered Accountants, are proposed to be appointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee. INTERNALAUDITOR Company has appointed M/s R. Mediratta & Associates, Chartered Accountants as Internal Auditor of the company under section 139( 1) of the Companies Act, 2013 from FY. 2015-2016. DIRECTORS Mrs. Madhulika Jain and Mrs. Saloni Jain are appointed as an Additional Director of the Company. Mrs. Madhulika Jain was resigned from the directorship of the company w.e.f. 27lh July, 2015. DIRECTOR'S RESPONSIBILITY STATEMENT The Board states 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. Explanation.—For the purposes of this clause, the term "internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information; (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. AUDIT COMMITTEE The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2015 and has not given any adverse observations. It has also recommended the reappointment of M/s Sadana & Co., Chartered Accountants as statutory auditors of the Company. Mr. SabihuddinZafarand Mr. Ashok Kumar Chaturvedi are themembersofthe audit committee. CORPORATE GOVERNANCE As per clause 49 of the listing agreement with Stock Exchange(s), Management discussion & Analysis Report and Corporate Governance Report is annexed as Annexure I and Annexure II & form part of the Director's Report. CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Information pursuant to Section 134(3) (m) of the Companies Act 2013 read with Companies (Disclosures of Particulars in the Report of Board of directors) Rules, 1988 is as follows: Conservation of Energy: Company continues to pay significant attention towards the conservation of energy and all necessary measures have been taken to optimize the use of electricity, which is being used for manufacturing. However, disclosure in Form-A is not required. Research & Development and Technology Absorption: The Company has been improving the quality of its products as per latest fashions through its skilled technical staff. The Company has not imported any technology from abroad. Foreign Exchange Earning and Outgo: Expenditure in Foreign currency- NIL Earnings in Foreign Exchange- NIL LISTING Presently the Company's equity shares are listed on the following Stock Exchanges mentioned below. Bombay Stock Exchange Ltd. (BSE) The Delhi Stock Exchange Association Ltd (DSE) (Applied for voluntary delisting) Your Company is regular in paying listing fees to B.S.E. & D.S.E. The Company operates only in a single segment of Business and as such no separate segment reporting is required. BY ORDER OF THE BOARD For TRINITY LEAGUE INDIA LTD. (Devinder Kumar Jain) Chairman / Managing Director Date: 22.07.2015 Place: New Delhi |