Your Directors are pleased to present the 10th Annual Report along with the Audited
Standalone and Consolidated Financial Statements and Auditor's Report thereon for the
Financial Year ended 31st March, 2023.
Your Directors inform you that, during the year under review, Your
Company has revenue from operations of ? 3284.57 Lacs and EBITDA of ? 740.44 Lacs as
against ? 2176.80 Lacs and ? 298.36 Lacs respectively in the previous year. During the
year under review the Company has earned net profit after tax amounting to ? 601.20 Lacs
as against
? 394.77 Lacs in the previous year. The Company's earnings per
share were ? 6.22 during the current year. Your Directors are hopeful to achieve better
financial performance in the coming years.
of ? 740.90 Lacs. During the period under review, the Company has
earned net profit after tax of
? 601.53 Lacs and Company's earnings per share were ? 6.23.
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.
- CHANGE IN THE NATURE OF THE BUSINESS:
During the year, there was no change in the
nature of Business of the Company.
- CONVERSION OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:
The members of the Company at the extra-ordinary general meeting
held on 2nd June, 2022 passed a special resolution for conversion of the Company from
Private Limited Company to Public Limited Company. Subsequently, the Registrar of
Companies,
Ahmedabad, Gujarat issued a fresh certificate of incorporation dated
10th June, 2022 certifying the conversion of Company into Public Limited Company and that
the name of the Company was changed from ‘Trident Lifeline Private Limited' to
‘Trident Lifeline Limited'.
- INITIAL PUBLIC OFFER:
During the year under review, your Company successfully completed
its Initial Public Offering (IPO) of 34,99,200 equity shares of face value ? 10/- each, at
a price of
? 101/- per equity share (including a premium of ? 91/- per equity
share) ("issue price") aggregating ? 3534.19 Lacs ("the issue") to
meet the business needs of the Company. Your Company issued a Prospectus dated 19th
September, 2022 and the Issue was opened for subscription on Monday, 26th September, 2022
and closed on Thursday 29th September, 2022. Your Directors placed on record their
appreciation of contributions made by the entire IPO team with all the dedication,
diligence and commitment which led to successful listing of the Company's equity
shares on the BSE SME platform with effect from 10th October, 2022. Further, the success
of the IPO reflects the trust and faith reposed in the Company by the Investors, customers
and business partners and your Directors thank them for their confidence in the Company.
- CHANGE IN SHARE CAPITAL:
During the financial year under review, the authorized
share capital of the Company increased from
? 8,00,00,000/- divided into 80,00,000 Equity Shares of ?10/- each to ?
12,00,00,000/- divided into 1,20,00,000 Equity Shares of ? 10/- each.
The paid up equity share capital of the Company as on 31st March, 2022
was ? 8,00,00,000/- divided into 80,00,000 Equity Shares of ? 10/- each. During the year
under review, the Company has made the Initial Public Offering (IPO) of 34,99,200 equity
shares of face value ? 10/- each, at a price of ? 101/- per equity share (including a
premium of ? 91/- per equity share) ("issue price"). So at the end of 31st
March, 2023, total paid up capital was ?11,49,92,000/- divided into 1,14,99,200 Equity
Share of ? 10/- each.
As on the date of this report, all the equity shares of the Company are
listed on SME platform of BSE w.e.f. 10th October, 2022 and the Company has paid the
annual listing fees for the year 2023-24.
- 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 ? 2050 Lacs towards Funding Working Capital
requirements of the Company, ? 513.66 Lacs towards Product registration in international
markets, ?
670.53 Lacs towards General Corporate Purposes
and ? 300 Lacs towards public issue expenses.
The actual utilization was ? 1282.28 Lacs towards Funding Working Capital requirements
of the Company,
? Nil towards Product registration in international markets,
? 558.91 Lacs towards General Corporate Purposes and
? 299.86 Lacs towards public issue expenses. Remaining
unutilized amount lying with the bank.
- 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 2022-23 or the previous financial years.
- APPROPRIATIONS:
The Board of directors does not recommend a dividend for the year
under review.
The Board of Directors have not proposed to transfer any amount to
any Reserve. Therefore, entire profits of ? 601.20 Lacs earned during the financial year
2022-23 have been retained in profit and loss account.
During the year the Company has not allotted any Bonus Shares to
its members.
- RIGHT ISSUE:
During the year the Company has not issued any
Right shares to its members.
- DEPOSITORY SYSTEM:
As members are aware, the Company's shares are compulsorily
tradable in the electronic form. As on 31st March, 2023, 100% of the Company's total
paid- up capital representing 1,14,99,200 shares were in dematerialized form. ISIN of the
Equity Shares of your Company is INE0MKA01014.
- CREDIT RATING:
The Company has not obtained Credit Rating from any Credit Rating Agency as on the
date of this Report.
- DISCLOSURESRELATINGTOSUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
TNS Pharma Private Limited (‘'TNS'') has become
a subsidiary Company pursuant to acquisition of 51% equity shares w.e.f. 21st December,
2022.
Except above, no other Company has become or ceased to be subsidiary,
joint venture or associate Company during the year under review.
- SUBSIDIARYCOMPANIESANDITS FINANCIAL PERFORMANCE:
During the year under review, the Company has acquired 51% equity
stake in TNS Pharma Private 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.
- BOARD OF DIRECTORS:
As on 31st March, 2023, your Company's Board had 6 members
comprising of 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. 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:
During the financial year, Mr. Arvind Basudeo Prasad (DIN:08467983) was
resigned from the post of Director w.e.f. 27th June, 2023 due to some pre- occupation.
The Board has placed on record its sincere appreciation for efficient
and mature advice by Mr. Arvind Basudeo Prasad as a Director of the Company.
Mr. Hardik J. Desai (DIN: 01358227) has been evaluated and appointed as
a Chairman (Executive) of the board as well as Company at board meeting held on 27th June,
2022.
Mr.MayurkumarMansukhbhaiGajera(DIN:08629139) has been evaluated and
appointed as a Whole Time Director of the Company at board meeting held on 27th June, 2022
subject to approval of the members. The members have approved the same at previous AGM
held on 4th July, 2022.
Mr. Shravan H Patel (DIN: 08629141) was appointed as Managing Director
(Additional Director) on 27th June, 2022 and was regularized and approved the appointment
as Managing Director by the members at previous AGM held on 4th July, 2022.
Mrs. Maniya Hardik Desai (DIN: 05351685) was appointed as an additional
non-executive director of the Company on 27th June, 2022 and was regularized by the
members at previous AGM held on 4th July, 2022. She is liable to retire by rotation and
being eligible, offers herself for re-appointment at the ensuing AGM. Further, the
Nomination & Remuneration Committee and the
Board of directors have recommended her re- appointment for the
approval of the shareholders of the Company in the forthcoming Annual General Meeting of
the Company.
Ms. Aena Surana (DIN: 09652356) was appointed as Independent
Non-Executive Director (Additional Director) on 27th June, 2022 and was regularized by the
members at previous AGM held on 4th July, 2022.
Mr. Dhavl Vimal Shah (DIN: 06366475) was appointed as Independent
Non-Executive Director (Additional Director) on 27th June, 2022 and was regularized by the
members at previous AGM held on 4th July, 2022.
After the closure of the financial year, Mr. Dhavl Vimal Shah has
resigned from the post of Independent Director w.e.f. 15th July, 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. Dhavl Vimal Shah as an Independent Director of the Company.
The Board of Directors in its meeting held on 27th June, 2022 appointed
Mr. Mayurkumar Mansukhbhai Gajera as Chief Financial Officer of the Company and Mr. Kunal
Chauhan as Company Secretary and Compliance Officer of the Company and also designated
them as Key Managerial Personnel.
None of the Directors of your Company are disqualified under the
provisions of Section 164(2)(a) and (b) of the Act.
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.
- 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.
- Mr. Shravan H Patel, Managing Director.
- Mr. Mayurkumar Mansukhbhai Gajera, Whole
Time Director & Chief Financial Officer.
- Mr. Kunal A Chauhan, Company Secretary and
Compliance Officer.
- DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES:
- Board Meetings:
The Board of Directors met 19 times during the financial year ended
31st March, 2023 in accordance with the provisions of the Companies Act, 2013 and rules
made there under as under:
| Sr. No. |
Date on which Board Meetings
were held |
Total Strength of the Board |
No. of Directors present |
| 1. |
09.04.2022 |
3 |
3 |
| 2. |
21.04.2022 |
3 |
3 |
| 3. |
10.05.2022 |
3 |
3 |
| 4. |
28.05.2022 |
3 |
3 |
| 5. |
20.06.2022 |
3 |
3 |
| 6. |
24.06.2022 |
3 |
3 |
| 7. |
27.06.2022 |
3 |
3 |
| 8. |
29.06.2022 |
6 |
6 |
| 9. |
08.07.2022 |
6 |
6 |
| 10. |
18.07.2022 |
6 |
6 |
| 11. |
01.08.2022 |
6 |
6 |
| 12. |
19.09.2022 |
6 |
6 |
| 13. |
22.09.2022 |
6 |
6 |
| 14. |
04.10.2022 |
6 |
6 |
| 15. |
14.11.2022 |
6 |
6 |
| 16. |
29.12.2022 |
6 |
6 |
| 17. |
16.01.2023 |
6 |
6 |
| 18. |
14.02.2023 |
6 |
5 |
| 19. |
07.03.2023 |
6 |
5 |
| Attendance of Directors at Board Meetings |
| Name of the Directors |
No of Board meetings held
|
No of Board Meetings attended
|
| Mr. Arvind Basudeo Prasad |
7 |
7 |
| Mr. Hardik J. Desai |
19
|
19
|
| Mr. Mayurkumar Mansukhbhai Gajera |
19
|
19
|
| Mr. Shravan H Patel |
12
|
12
|
| Mrs. Maniya Hardik Desai |
12
|
11
|
| Ms. Aena Surana |
12
|
12
|
| Mr. Dhavl Vimal Shah |
12
|
11
|
- Committee Meetings: Audit Committee
The Audit Committee of the Board was constituted on 8th July, 2022.
As on 31st March, 2023, the Audit Committee of the Board comprises of three members viz;
Mr. Dhavl V Shah (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 2022-23. The Audit Committee met 02 times during the Financial Year
ended 31st March, 2023 on 14th November, 2022 and 16th January, 2023.
Name of the members No. of Meetings attended
Mr. Dhavl V Shah 2
Ms. Aena Surana 2
Details of Investors grievances/Complaints:
No investor complaints were received during the financial year
2022-23. There were no pending complaints of the Shareholders/Investors registered with
SEBI at the end of the current financial year ended on 31st March, 2023. There were no
pending requests for share transfer/dematerialization of shares as of 31st March, 2023.
- Meeting of Independent Directors:
A separate meeting of the independent directors of the Company for
the FY 2022-23 was held on
Mr. Mayurkumar 2 30th March, 2023 where all the Independent Directors
Mansukhbhai Gajera
Nomination and Remuneration Committee The Nomination and
Remuneration Committee of the Board was constituted on 8th July, 2022. As on 31st March,
2023, the Nomination and Remuneration Committee of the Board comprises of three members
viz; Mr. Dhavl V Shah (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 02 times during the period ended 31st March, 2023 on 14th
November, 2022 and 16th January, 2023
Name of the members No. of
Meetings attended
Mr. Dhavl V Shah 2
Ms. Aena Surana 2
Mrs. Maniya Hardik Desai 2
Stakeholders Relationship Committee
The Committee reviews and ensures redressal of investor grievances.
The Stakeholders Relationship Committee of the Board was constituted on 8th July, 2022.
The Stakeholders Relationship Committee of the Board comprises of three
members viz; Mrs. Maniya Hardik Desai (Non-Executive Director)-Chairman, Mr. Dhavl V
Shah(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 31st March, 2023 on 23rd March, 2023.
Name of the members No. of Meetings attended
Mrs. Maniya Hardik Desai 1
Mr. Dhaval V Shah 1
were present as per the requirement of Regulation
25 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
- FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
A policy on familiarization program 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.
- EVALUATION OF BOARD'S PERFORMANCE:
The Board adopted a formal mechanism for
evaluating its performance as well as that of its Committees and individual Directors,
including the Chairman of the Board. The exercise was carried out through a structured
evaluation process covering various aspects of the Boards functioning such as composition
of the Board & committees, experience & competencies, performance of specific
duties & obligations, contribution at the meetings and otherwise, independent
judgment, governance issues etc. The performance of the Board and its Committees,
individual Directors, and Chairpersons were found satisfactory.
In a separate meeting of Independent Directors held on 30th March,
2023, 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.
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.
- DECLARATIONS BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 149(7) of the Act and
Regulation 16(1)(b) of the Listing Regulations, your Company has received individual
declarations from all the Independent Directors, confirming
Mr. Hardik 1
Jigishkumar Desai
that they meet the criteria of independence as prescribed under
Section 149(6) of the Act and the Rules made thereunder. The Independent Directors have
also confirmed that there has been no change in the circumstances which may affect their
status as Independent director and they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could impair or impact their ability to
discharge duties with an objective independent judgment and without any external influence
and that they are independent of the management.
- PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES:
The managerial remuneration paid to the directors during the financial year are as
under:
| Sr. No. |
Name of Director |
Designation
|
Managerial Remuneration paid (amount in Lacs)
|
| 1 |
Hardik Jigishkumar Desai |
Chairman & Executive Director
|
7.80 |
| 2 |
Shravan H Patel |
Managing Director
|
6.00 |
| 3 |
Mayurkumar Mansukhbhai Gajera |
Whole Time Director &
Chief Financial Officer
|
9.60* |
| 4 |
Maniya Hardik Desai |
Non-Executive Director
|
9.78** |
Note* Includes ? 8.00 Lacs paid from date of appointment as WTD & CFO.
Note** Includes ? 7.34 Lacs paid from date of appointment as NED.
Further the managerial remuneration of ? 4.41 Lacs and ? 3.94 Lacs paid
to Mr. Hardik Desai and Mrs. Maniya Hardik Desai respectively for the financial year
2022-23 were found in excess of the maximum permissible limit as prescribed under Section
197 of the Act from the total managerial remuneration paid.
Also managerial remuneration paid during the financial year 2022-23 to
Mrs. Maniya Hardik Desai, Non-Executive Director of ? 7.34 Lacs was not specified in the
appointment resolution due to some inadvertent mistake.
As per the provisions of Section 197 of the Act, if any director draws
or receives, directly or indirectly, by way of remuneration any such sums in excess of the
limit prescribed by this Section or without approval required under this Section, he/she
shall refund such sums to the Company, within two years or such lesser period as may be
allowed by the Company, and until such sum is refunded, hold it in trust for the Company.
The Company may waive the recovery of any sum refundable to it under Section 197 pursuant
to the receipt of permission from the Members of the Company through special resolution.
On recommendation of the Nomination and Remuneration Committee and
Board of Directors at its meeting held on 6th May, 2023, have considered the expertise of
Mr. Hardik Desai and Mrs. Maniya Hardik Desai, their significant contributions to the
growth of the Company and after considered professional and expertise contribution given
to the Company, have accordingly ratified and confirmed, subject to the approval of the
Members of the Company, if necessary, the payment of aforesaid remuneration, in excess of
the limits prescribed under Schedule V to the Act and also to waive the recovery of excess
remuneration paid
to Mr. Hardik Desai and Mrs. Maniya Hardik Desai (including managerial
remuneration paid to her of
? 7.34 Lacs). Therefore suitable resolutions are
included in the AGM notice for the members' approval.
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.
- DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section
134(3)(c) read with 134(5) of the Act, your Directors confirm that:
- The applicable accounting standards have been followed along with proper explanation
relating to material departures, if any, in the preparation of the annual accounts;
- 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;
- 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;
- The annual accounts have been prepared on a going concern basis;
- 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
- 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 2022-23.
- CORPORATE GOVERNANCE:
Pursuant to the provisions of Regulation 15 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations,2015("ListingRegulations"),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.
- CORPORATESOCIALRESPONSIBILITY POLICY:
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable to the Company.
- VIGILMECHANISM/WHISTLEBLOWER POLICY:
The company has a Whistle Blower Policy for the vigil mechanism of
Directors and employees to report to the management about the unethical behavior, fraud or
violation of Company's code of conduct. 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.
- 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.
- 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-B. 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.
- 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. 2022-23.
No. of complaints not resolved as on 1st April, 2022: Nil No. of
complaints received in financial year 2022-23: Nil No. of complaints resolved in financial
year 2022-23: Nil No. of complaints not resolved as on 31st March, 2023: Nil
- STATUTORYAUDITORSAND 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 5 (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 31st March, 2023, 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.
- 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.
- SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
The Company has appointed G K SHAH & ASSOCIATES,
Practising Company Secretary (ICSI M No.: A37875, COP. No. 22522, PR: 1723/2022) as the
Secretarial Auditors for the financial year 2022-23 in accordance with
Section 204 of the Act. The Report on Secretarial Audit for the Financial Year 2022-23, in
Form MR-3, is annexed hereto as Annexure-C and forms part of this Report.
The Secretarial Audit Report contains the following qualification,
reservation or adverse remark as follows:
1. We found one instance of violation of SEBI (Prohibition of Insider
Trading) Regulations, 2015 in which the trade was carried out by Independent Director Ms.
Aena Surana, by purchase of 10,800 equity shares of the Company during the window closure.
Management Reply:
1. The Company has imposed penalty of ? 25,693/- on Ms. Aena
Surana, Independent Director upon confirmation by the Audit Committee at its meeting held
on 16th January, 2023 and the said amount was remitted to Investor Protection Education
Fund (IPEF) in accordance with the SEBI Regulations. The said violation also submitted to
BSE on 18th January, 2023 as per SEBI requirement.
- SECRETARIAL STANDARDS:
The Company has complied with all the applicable secretarial
standards issued by the Institute of Company Secretaries of India.
- 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 2022-
23. 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.
- 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.
- 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.
- 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.
- 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.
- PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company has duly complied with the provision of Section 186 of
the Companies Act, 2013 and Rules made there under. Details on loans or investments are
mentioned in financial statements attached with this Annual Report.
- INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review, the Company has not transferred any
amount to the Investor Education and Protection Fund.
- LOAN FROM DIRECTORS:
During the year under reporting, the Company has taken ? 167.49
Lacs 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.
- RELATED PARTY TRANSACTIONS:
Your Company has implemented a policy on Related Party Transactions
and the said Policy is available on the Company's website: www.tridentlifeline.com.
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.
- PARTICULARSRELATINGTOCONSERVATION 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-D
hereto and forms part of this report.
- 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.
- 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 2022-23, is made available on the website of the Company at https://www.tridentlifeline.com.
- 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:
- Issue of Equity Shares with differential rights as
to dividend, voting or otherwise.
- Issue of Shares (including sweat equity shares) to employees of the Company under any
scheme.
- 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.
- 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.
- There was no proceeding initiated/pending against your Company under the Insolvency and
Bankruptcy Code, 2016.
- 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.
- ACKNOWLEDGEMENTS:
Your Directors wish to place on record their sincere appreciation
of the wholehearted cooperation received from the Company's Shareholders, Bankers,
various authorities of the Governments and business associates.
- CAUTIONARY STATEMENT:
Statements in the Board's Report and the Management Discussion
and Analysis describing the Company's objectives, projections, estimates,
expectations or predictions may be ‘forward looking statements' within the
meaning of applicable securities laws and regulations. Actual results could differ
materially from those expressed or implied. Important factors that could make a difference
to the Company's operations include global and Indian demand supply conditions,
finished goods prices, feed stock availability and prices, cyclical demand and pricing in
the Company's principal markets, changes in government regulations, tax regimes,
economic developments within India and the countries within which the Company conducts
business and other factors such as litigation and labour negotiations. The Company is not
obliged to publicly amend, modify or revise any forward-looking statement, on the basis of
any subsequent development, information or events or otherwise.
For and on behalf of the Board of Directors
Trident Lifeline Limited
Date: 12th August, 2023
Place: Surat
Hardik J. Desai
Chairman & Executive Director
DIN: 01358227
Shravan H Patel Managing Director DIN: 08629141