Directors' Report To, The Members, 1.Your Directors have pleasure in presenting their 21st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 2. Brief description of the Company's working during the year/State of Company's affair : During the year the income from operations was Rs. 27.71 lacs as compared to income from operations of Rs. 110.11 Lacs during the previous financial year. The Loss was Rs. 996.45 Lacs as compared to loss of Rs. 3945.28 Lacs during the previous financial year. 3. Dividend Due to the loss incurred during the year, the Board of Directors of your Company does not recommend any dividend for the Financial Year 2014-15. 4. Reserves Due to loss incurred during the year the amount is not transferred to reserves. 5. Share Capital During the year under review, Company has converted 11,55,000 Fully Convertible Warrants of Rs. 36/- each into 11,55,000 Equity Shares of Rs. 10/- each includes premium of Rs. 26/- per equity share . The paid up capital of the Company as on 31st March, 2015 was Rs.17,09,40,500. 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 Mrs. Chetna Kothari Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment. Pursuant to provisions of Section 161(1) of the Companies act, 2013 (the 'Act') and the Articles your Company, based on the recommendations of the Nomination & Remuneration Committee, appointed Mr. Amol Mhatre (DIN: 02923911) as an Additional Director on 14th April, 2015 and he hold office upto the date of ensuing Annual General Meeting. Accordingly, his candidature for appointment as a Non Executive, Non-Independent Director of the Company is included at Item No. 4 of the Notice to the Annual General Meeting. During the year under review, the members approved the appointments of Mrs. Chetna Kothari as a Non-executive Non-Independent Director who is liable to retire by rotation and Mr. Paresh Pathak and Mr. Rajesh Panamburkar as Independent Director who is not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed both under the act and clause 49 of the Listing Agreement with the stock exchanges. 7. Particulars of Employees : In 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, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report is annexed as (Annexure I). 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). 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 nine Board Meetings and four Audit 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. Board Evaluation : Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out is explained as follows:- The Independent Directors of the Company, at their meeting (without the attendance of Non -Independent Directors and members of management), reviewed the performance of the Board as a whole and the Board Committee and also evaluated the performance of Non-Independent Directors and the Board of the Company taking into account the views of Executive Directors and Non-Executive Directors and based on attendance record and intensity of participation at meetings, quality of interventions, special contributions and interpersonal relationships with other Directors and management . 10. Remuneration Policy : The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Policy is attached as (Annexure- II) 11. Auditors : The Board proposes the re-appointment of M/s Koshal & Associates, Chartered Accountants, Mumbai as Statutory Auditors, based on the recommendations of the Audit Committee, to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. The Company has received letter from him to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for reappointment. Resolutions seeking your approval on these items are included in the Notice convening the Annual General Meeting. Members are requested to consider the appointment of M/s. Koshal & Associates, Chartered Accountant, Mumbai, for the current year, on a remuneration to be decided by the Board of Directors. 12. Auditors' Report : The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. 13. Secretarial Audit Report : In terms of Section 204 of the Act and Rules made there under, M/s. Jaanvi Joshi & Associates, Company Secretaries, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as (Annexure III) to this report. The report is self-explanatory and our reply to the comments are as follows. • During the year we did not get a suitable candidate for the post of Company Secretary and Chief Financial Officer in our Company as required in terms of section 203(1) of the Companies Act,2013. We are continuously posting our recruitment for the post of CS in news paper and on job portal website. We ensure you as soon as we get a suitable candidate we will appoint immediately. • Due to financial difficulties there is delay in payment of listing fees to the stock exchange. 14. Vigil Mechanism/Whistle Blower Policy : In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Clause 49 of the Listing Agreement a Vigil Mechanism/ Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy/ Whistle Blower Policy has been uploaded on the website of the Company at <http://www.tricomfruitproducts.com/download%5CWhistle%20Blower%20Policy.pdf> 15. 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. 16. Extract of Annual Return: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as (Annexure IV.) 17. 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 the financial year of the Company to which the financial statements relate and the date of the report. 18. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future : There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. 19. 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. 20. Deposits : The details relating to deposits, covered under Chapter V of the Act,- (a) accepted during the year'; Rs. 2,10,75,000/- (b) remained unpaid or unclaimed as at the end of the year; Rs. 4,42,45,281/- (c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- (i) at the beginning of the year; Nil (ii) maximum during the year; Nil (iii) at the end of the year; Nil The Company has complied with all the requirements of Chapter V of the Act except Section 73(2) (C ), and 74 (1) (b) of the Companies Act, 2013. 21. 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. 22. 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 Committee and 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 Clause 49 of the Listing Agreement) 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 website <http://www.tricomfruitproducts.com/download%5CRelated%20> Party%20Transactions%20Policy.pdf 23. Corporate Governance Certificate: The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report. 24. Management Discussion and Analysis: The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015. 25. Disclosures: Audit Committee: Audit Committee comprises of Mr. Rajesh Panamburkar, Mr. Paresh Pathak and Mr. Chetan Kothari. All the recommendations made by the Audit Committee were accepted by the Board. 26. Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013: As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made there under, your Company has constituted Internal Complaints Committees (ICC). During the year Company has not received any complaint of harassment. 27. 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 forming part of Directors Report attached as (Annexure -V) to the Director Report. 28. 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. 29. 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. 30. Acknowledgements An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results. BY ORDER OF THE BOARD Chetan Kothari Chetna Khotari Managing Director Director Place :Mumbai Date : September 1, 2015 Regd. off: Gat No.336, 338-341, Village Andori, Taluka Khandala Shirval Pandarpur Road, Satara - 415521. Maharashtra CIN :L67120PN1995PLC139099 |