Your Directors are pleased to present the 29th Annual Report and Audited FinancialStatements of the Company for the financial year ended on March 31 2019.
The financial performance of your Company for the year ended on March 31 2019 issummarised below:
|Particulars ||Current Year ||Previous Year ||Growth (%) |
|Total Income ||52652.7 ||46403.4 ||13.5 |
|Total Expenses ||47183.5 ||42485.5 ||11.1 |
|EBITDA ||10291.8 ||9140.3 ||12.6 |
|EBITDA Margin ||19.5% ||19.7% ||-20bps |
|Depreciation ||3639.1 ||4040.3 ||-9.9 |
|EBIT ||6652.7 ||5100.0 ||30.4 |
|Interest (Finance ||1183.5 ||1182.1 ||0.1 |
|Profit before tax ||5469.2 ||3917.9 ||39.6 |
|Tax Expenses ||1760.0 ||1259.3 ||39.8 |
|Profit after tax ||3709.2 ||2658.6 ||39.5 |
|Other Equity ||24216.9 ||21838.9 ||10.9 |
|EPS (Diluted) (Rs.) ||7.28 ||5.22 ||39.5 |
|Dividend (%) ||30 ||15 ||100 |
The Company operates in diversified business segments viz. Home Textiles Paper andChemicals. The Company also has a captive power plant to cater the needs of its variousbusiness segments. The Home Textiles segment comprises of Yarn Bath Linen and Bed Linen.
Results of Operations
Financial performance and review
The total income of the Company during the year under review have been Rs. 52652.7million as against Rs. 46403.4 million in the previous financial year. The OperatingProfit (EBITDA) for the year stood at Rs. 10291.8 million as compared to Rs. 9140.3million in the previous financial year an increase of 13 percent. The Company has earneda net profit of Rs. 3709.2 million as against Rs. 2658.6 million in the previousfinancial year registering an increase of 40 percent. The Companys earnings pershare was Rs. 7.28 during the current year. A detailed discussion on financial andoperational performance of the Company is given under "Management Discussion andAnalysis Report" forming part of this Annual Report.
Changes in Share Capital
During the year under review there was no change in share capital of the Company.
Your Company has a dividend policy that balances the dual objectives of rewardingshareholders through dividends whilst also ensuring availability of sufficient funds forgrowth of the Company. The dividend distribution policy is annexed as Annexure VII and isalso available on the official website of the Company at the following link:http://tridentindia.com/report/Dividend Policy.pdf
Consistent with this policy the following is the summary of dividend paid/declared bythe Company:
|Dividend type ||Current Year ||Previous Year |
| ||Dividend % ||Dividend per share (Rs.) ||Dividend % ||Dividend per share (Rs.) |
|1st Interim ||6% ||0.6/- ||6% ||0.6/- |
|2nd Interim ||6% ||0.6/- ||6% ||0.6/- |
|3rd Interim ||12% ||1.2/- ||- ||- |
|Final ||6% (recommended) ||0.6/- (recommended) ||3% ||0.3/- |
|Total ||30% ||3.0/- ||15% ||1.5/- |
Your Directors are pleased to recommend a Final Dividend of Rs. 6.0/- (6%) perequity share of Rs. 10/- each for Financial Year 2018-19 for the approval of the equityshareholders at the ensuing Annual General Meeting.
Contribution to the Exchequer
The Company contributed a sum of Rs. 1848.5 million to the exchequer by way of Goodsand Service Tax in addition to other direct taxes during the year under review.
The exports of the Company accounted 57 percent of Revenue from operations. During theyear under review export sales marginally increased to Rs. 29817 million as against Rs.24645 million in the previous year.
The details on Credit Rating are set out in Corporate Governance Report which formspart of this report.
During the year under review the Company has undertaken modernisation and/orupgradation of its existing facilities in order to mantain high standards of its products.
The upgradation of existing looms and Eliuent Treatment Plant (ETP) at Dhaula facilityis envisaged in order to keep it updated with latest technological advancements. Theupgradation is expected to be implemented by September 2020.
The Board has approved Expansion Project in Yarn Segment by installation of 162432spindles & 3600 Rotors including other balancing equipment to manufacture approx.48482 TPA of yarn at Budni Madhya Pradesh. The project is expected to begin commercialoperations w.e.f January 2021. The proposed project shall help to strengthen the existinghome textile units of Company and shall further increase the market presence.
The Board has also approved to implement Captive Cogeneration Steam and Power Plant(Steam 2 X 150 TPH & Power 2 x 30 MW) generating facility for meeting its power andsteam requirement for the Yarn Terry Towel and Sheeting units at Budni Madhya Pradesh.The proposed Cogeneration facility will reduce dependence of the Company on externalpower ensure uninterrupted 24x7 supply of regulated power & steam for its continuousrunning textile units at Budni Madhya Pradesh and will also help in reducing power andsteam costs thereby contributing in margin expansion by ~200 basis points.
Consolidated Financial Statements
The Audited Consolidated Financial Statements prepared by the Company in accordancewith the Indian Accounting Standards [Ind AS] are duly provided in the Annual Report ofthe Company.
Subsidiary and Associate Companies
As on the last day of financial year under review the Company had two subsidiaries -Trident Global Corp Limited the Indian wholly owned subsidiary and Trident EuropeLimited the overseas wholly owned subsidiary. Trident Global Corp Limited majorly servesas the Retail Arm of the Company. It is the face of the Company in the domestic markets.Further Trident Europe Limited provides the proximity to the European Markets &enhances the Brand Presence of the Company.
The audited accounts of the Subsidiary Companies are available on the official websiteof the Company at http://tridentindia.com/ report/TGCL FS 18-19.pdf andhttp://tridentindia.com/report/TEL FS 18-19.pdf The annual accounts of the Company and ofthe Subsidiary Companies are open for inspection by any member at the Registered Office ofthe Company. The Company will also make available copies of these documents to member uponreceipt of request from them. The investors if they desire may write to the Company toobtain a copy of the financial statements of the Subsidiary Companies. The Company hasadopted Policy for determining Material Subsidiary and the same is also available on theofficial website of the Company at the following link: http://tridentindia.com/report/MaterialSubsidiary.pdf Further Trident Infotech Inc. & Trident Global Inc. are twoforeign Associate Companies and Lotus Texpark Limited is an Indian Associate Company ofthe Company. The statement containing highlights of performance of each Subsidiary &Associate Company salient features of their financial statements for the financial yearended on March 31 2019 and their contribution to the overall performance of the Companyis attached as Annexure AOC-I and Note 51 to the consolidated financialstatements of the Company for the reference of the members. The same is not being repeatedhere for the sake of brevity.
Directors and Key Managerial Personnel (KMP)
Pursuant to provisions of Companies Act 2013 (Act) and the Articles ofAssociation of the Company Mr Rajinder Gupta (DIN: 00009037) and Mr Deepak Nanda (DIN:00403335) are proposed to be re-appointed as directors liable to retire by rotation andbeing eligible offer themselves for re-appointment. The Nomination and RemunerationCommittee and Board of Directors have recommended their re-appointment for the approval ofthe shareholders of the Company in the forthcoming Annual General Meeting of the Company.
Further Mr Rajiv Dewan (DIN: 00007988) and Ms Pallavi Shardul Shroff (DIN: 00013580)are proposed to be re-appointed as Independent Directors on the Board of the Company forsecond term of 5 (five) years w.e.f. the date of forthcoming Annual General Meeting i.e.September 30 2019. The Company has received declaration from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asapplicable under Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 [SEBI (LODR) Regulations2015].
Based on the outcome of performance evaluation exercise experience and contributionsmade by Mr Rajiv Dewan and Ms Pallavi Shardul Shroff Independent Directors of theCompany the Nomination and Remuneration Committee and Board of Directors have recommendedtheir re-appointment for the approval of the shareholders of the Company in theforthcoming Annual General Meeting of the Company.
Mr Manish Prasad (DIN: 02591756) was appointed as an Additional Director in thecategory of Non-Executive Non-Independent Director by the Board w.e.f. April 1 2019. Interms of Section 161 of Companies Act 2013 Mr Manish Prasad holds office as anAdditional Director till the ensuing Annual General Meeting. The Board in its meeting heldon May 13 2019 on the recommendation of Nomination and Remuneration Committee hasre-appointed Mr Deepak Nanda as Managing Director for a period upto 2 (Two) years w.e.f.November 12 2019 subject to the approval of the shareholders of the Company in theforthcoming Annual General Meeting of the Company.
Further Mr Gunjan Shroff CFO and KMP of the Company resigned from the services of theCompany w.e.f. October 31 2018 (close of business hours). He subsequently re-joined theservices and was duly appointed as CFO and KMP of the Company w.e.f. January 15 2019.
Number of Board Meetings
During the year under review the Board duly met 5 times with a maximum gap of 97 daysbetween any two consecutive meetings. The details of the Board meeting are set out in theCorporate Governance Report which forms part of this Report.
Review of performance of the Board
The Company has duly approved Nomination and Remuneration Policy prescribing inter-aliathe criteria for appointment remuneration and performance evaluation of the directors. Asmandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 ofthe SEBI (LODR) Regulations 2015 as applicable on the Company the Independent Directorsin their separate meeting held on January 15 2019 have reviewed the performance ofnon-independent directors Chairperson and Board as a whole alongwith review of qualityquantity and timeliness of flow of information between Board and management and expressedtheir satisfaction over the same. Further the Board in its meeting held on May 13 2019also reviewed the performance of the Board its committees and all Individual Directors ofthe Company and expressed its satisfaction over the performance of the Board itsCommittees and individual Directors.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
Energy conservation continues to be an area of major emphasis in your Company. Astatement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with Section 134(3)(m) of the Act read withthe Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure II heretoand forms part of this report.
Disclosure on ESOP
The Company introduced Employees Stock Options Plan 2007 in the financial year2007-08 after approval by the shareholders by way of a special resolution dated June 292007. The Company has made two grants under the scheme till date. The first grant was madeon July 9 2007 and second grant was made on July 23 2009 by the Nomination andRemuneration Committee (earlier known as Compensation Committee) as per the terms &conditions of Trident Employee Stock Options Plan 2007. The options were granted at thelatest available closing market price prior to the date of meeting. As on March 31 2019there are no options outstanding under these grants.
The Company had also introduced Trident Employee Stock Options Scheme 2009 and TridentEmployee Stock Options Scheme 2015 by way of trust route after the approval ofshareholders in their meeting held on August 27 2009 and September 12 2015respectively. The Company has not yet implemented the said scheme and there has not beenany grant under these both schemes till date. The disclosures as required under the SEBI(Share Based Employee Benefits) Regulations 2014 has been given on the website of theCompany under the following link: http://tridentindia. com/report/ESOP18-19.pdf
Responsibility Statement of Directors
Directors Responsibility Statement pursuant to the provisions of Section134(3)(c) read with Section 134(5) of the Act is annexed as Annexure I hereto and formspart of this report.
Nomination and Remuneration Policy
In compliance with Section 178 of the Companies Act 2013 the Nomination andRemuneration Policy of the Company has been designed to keep pace with the dynamicbusiness environment and market linked positioning. The Policy has been duly approved andadopted by the Board pursuant to recommendations of Nomination and Remuneration Committeeof the Company and is duly available on the website of the Company at following link :www.tridentindia. com/webroot/reports/5cf0f94d582af 1559296333 NRPolicy.pdf As mandated byproviso to Section 178(4) of the Companies Act 2013 salient features of Nomination andRemuneration Policy are annexed as Annexure III hereto and forms part of this report.
Familiarization Program for Independent Directors
The details of familiarization program for independent directors are available on theofficial website of the Company at the following link:http://tridentindia.com/report/Familirisation Program.pdf
The Company has duly constituted Board level Committees as mandated by the applicablelaws and as per the business requirements. The details of the same are provided in theCorporate Governance Report of the Company which forms part of this report.
Vigil Mechanism & Whistle Blower policy
The Company has implemented Vigil Mechanism & Whistle Blower policy and theoversight of the same is with Audit committee of the Company. The policy inter-aliaprovides that any Directors Employees Stakeholders who observe any unethical behavioractual or suspected fraud or violation of the Companys code of conduct or ethicspolicies improper practices or alleged wrongful conduct in the Company may report thesame to Chairman of the Audit Committee or e-mail on the email-Id : email@example.com. Identity of the Whistle Blower shall be kept confidential to thegreatest extent possible. The detailed procedure is provided in the policy and the same isavailable on official website of the Company at following link: http://tridentindia.com/report/WhistleBlower Policy.pdf During the year under review there wereno instances of fraud reported to the Audit Committee/ Board. Further all recommendationsof the Audit Committee as well as other committees were duly accepted by the Board.
Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
The company has duly constituted Internal Complaints Committee in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints regarding sexual harassment at theWorkplace.
Corporate Social Responsibility (CSR) Committee & Business Responsibility Report
CSR Committee comprises of Mr Rajiv Dewan (Chairman of the Committee) Mr RajinderGupta and Mr Deepak Nanda members of the Committee. The disclosure of the contents of CSRPolicy as prescribed and amount spent on CSR activities during the year under review aredisclosed in Annual Report on CSR activities annexed hereto as Annexure IV andforms part of this report. The Business Responsibility Report describing the initiativestaken by them from an environmental social and governance perspective in the specifiedformat is included in the Annual Report of the Company.
Risk Management Policy
The Company has adopted a Risk Management Policy with the objective of ensuringsustainable business growth with stability and to promote a pro-active approach inreporting evaluating and resolving risks associated with the business. In order toachieve the key objective the policy establishes a structured and disciplined approach toRisk Management in order to guide decisions on risk related issues. The Risk managementframework has been provided in the Management Discussion and Analysis Report of theCompany.
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed. The details of InternalControl System are provided in the Management Discussion and Analysis Report of theCompany.
During the year under review your Company has neither accepted any fixed deposits norany amount was outstanding as principal or interest as on balance sheet date anddisclosures prescribed in this regard under Companies (Accounts) Rules 2014 are notapplicable.
The Company has not defaulted in payment of interest and/or repayment of loans to anyof the financial institutions and/or banks during the year under review.
Your Company is committed to adhere to the best practices & highest standards ofCorporate Governance. It is always ensured that the practices being followed by theCompany are in alignment with its philosophy towards corporate governance. Thewell-defined vision and values of the Company drive it towards meeting business objectiveswhile ensuring ethical conduct with all stakeholders and in all systems and processes.
Your Company proactively works towards strengthening relationship with constituents ofsystem through corporate fairness transparency and accountability. In your Company primeimportance is given to reliable financial information integrity transparency fairnessempowerment and compliance with law in letter & spirit. Your Company proactivelyrevisits its governance principles and practices as to meet the business and regulatoryneeds. Detailed compliances with the provisions of the SEBI (LODR) Regulations 2015 andCompanies Act 2013 for the year 2018-19 are given in Corporate Governance Report whichis attached and forms part of this report. The certificate of Practising Company Secretaryon compliance with corporate governance norms is also attached thereto.
Human Resources Development and Industrial Relations
The human resources development function of the Company is guided by a strong set ofvalues and policies. Your Company strives to provide the best work environment with ampleopportunities to grow and explore. Your Company maintains a work environment that is freefrom physical verbal and sexual harassment. The details of initiatives taken by theCompany for development of human resources are given in Management Discussion and AnalysisReport. The Company maintained healthy cordial and harmonious industrial relations at alllevels during the year under review.
Auditors & Auditors Report
M/s S.R. Batliboi & Co. LLP Chartered Accountants Statutory Auditors of theCompany have submitted Auditors Report on the financial statements of the Companyfor the financial year ended on March 31 2019. The Auditors Report for the year isself-explanatory & ds not contain any modified opinion hence need no comments.Further with reference to emphasis of matter provided in the Auditors Reportattention is drawn to note 53 of Standalone and note 55 of Consolidated Financialstatements setting out detailed note on the same.
The Board of Directors of your Company on the recommendations of the Audit Committeehave re-appointed M/s Ramanath Iyer & Co. Cost Accountants New Delhi as costauditors for the financial year 2019-20 to carry out an audit of cost records of theCompany in respect of textiles paper and chemical divisions. The Cost Audit Report forthe financial year ended March 31 2019 is under finalization and shall be filed with theMinistry of Corporate Affairs within the prescribed time limit.
M/s Vinod Kothari & Co. Company Secretaries have submitted Secretarial AuditReport for the financial year ended March 31 2019 and same is annexed as Annexure V andforms part of this report. The Secretarial Audit Report for the year is self-explanatory& ds not contain any qualification/adverse remarks hence need no comments.
Extract of Annual Return
The Extract of Annual Return for the financial year 2018-19 is uploaded on the officialwebsite of the Company at http:// tridentindia.com/report/AnnualReturn FY18-19.pdf andsame is annexed as Annexure VI and forms part of this report.
Particulars of loans guarantees or investments
The Particulars of loans investments or guarantees have been disclosed in thefinancial statements and the Company has duly complied with Section 186 of the CompaniesAct 2013 in relation to Loans Investment and Guarantee during the financial year2018-19.
Disclosures regarding Managerial remuneration and particulars of employees
In accordance with the provisions of the second proviso to Section 136(1) of the Actthe Annual Report excluding this information is being sent to the members of the Company.The said information is available for inspection at the registered office of the Companyduring working hours and any member interested in obtaining such information may write tothe Company Secretary and the same will be furnished on request. The full Annual Reportincluding the aforesaid information is being sent electronically to all those members whohave registered their email addresses and is available on the Companys website athttp://tridentindia.com/report/AR FY18-19.pdf
Contracts or arrangements with related parties
All contracts / arrangements / transactions entered by the Company during the yearunder review with related parties were in the ordinary course of business and on anarms length basis. During the period under review the Company had not entered intoany contract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the Policy on Materiality of and Dealing with Related PartyTransactions and accordingly the disclosures in Form No. AOC-2 is not applicable. Therelated party disclosures are provided in the notes to financial statements.
The Policy on Materiality of and Dealing with Related Party Transactions as approved bythe Board is available on the official website of the Company at the following link:http://tridentindia. com/report/RPTPolicy.pdf
The Company has complied with all the mandatory secretarial standards issued by theInstitute of Company Secretaries of India.
Electronic copies of the full Annual Report for the financial year 2018-19 and theNotice of the 29th Annual General Meeting are sent to all the members whose emailaddresses are registered with the Company/ Depository Participant. For members who havenot registered their email addresses physical copies of Abridged Annual Report are beingsent in permitted mode.
Your Directors state that no disclosure or reporting is required with respect to thefollowing items as there were no transactions on these items during the year under review:
1. Disclosure in respect of voting rights not exercised directly by the employees inrespect of shares to which the ESOP scheme relates as there is no provision of money byCompany for purchase of its own shares by employees or by trustees for the benefit ofemployees.
2. Material changes and commitments after the closure of the financial year till thedate of this Report which affects the financial position of the Company.
3. Change in the nature of business of the Company.
4. Details relating to deposits covered under Chapter V of the Act.
5. Issue of equity shares with differential rights as to dividend voting or otherwise.
6. Any remuneration or commission received by Managing Director of the Company fromany of its subsidiary.
7. Significant or material orders passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Companys operations in future.
8. No fraud has been reported by the Auditors to the Audit Committee or the Board.
It is our strong belief that caring for our business constituents has ensured oursuccess in the past and will do so in future. Your Directors acknowledge with sinceregratitude the co-operation and assistance extended by the Central Government Governmentof Punjab Government of Madhya Pradesh Financial Institution(s) Bank(s) CustomersDealers Vendors and society at large. Your Directors also wish to convey theirappreciation for collective contribution & hard work of employees across all levels.The Board also takes this opportunity to express its deep gratitude for the continuedco-operation and support received from its valued shareholders and their confidence inmanagement and look forward to their continued support in future too.
| || ||For and on behalf of the Board |
| ||Rajiv Dewan ||Deepak Nanda |
|Place: New Delhi ||Director ||Managing Director |
|Date : May 13 2019 ||DIN: 00007988 ||DIN: 00403335 |