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Triton Corp Ltd.

BSE: 523387 | NSE: | Series: NA | ISIN: INE982C01033 | SECTOR: Textiles - Readymade Apparels

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Annual Report

For Year :
2015 2014 2013 2011 2010 2009 2008 2006

Director’s Report

The Directors are pleased to present Annual Report and Audited Accounts for the financial year ended March 31, 2015. FINANCIAL HIGHLIGHTS Audited Financials Results -Standalone (In Rupees) Particulars Year ended Year ended 31 March, 2015 31 March, 2014 Net Sales/Income from Operations - - Other Income 930,945 18,497,567 Total Income 930,945 18,497,567 Total Expenses 25,988,743 14,948,666 Profit / Loss Before Taxation (55,004,150) (2,259,734) Provision for Tax - - Profit / Loss After Taxation (55,004,150) (2,259,734) Surplus / (Deficit) carried to Balance Sheet - - Earning Per Share 0.28 0.01 Audited Financials Results - Consolidated (In Rupees) Particulars Year ended 31 March, 2015 Net Sales/Income from Operations - Other Income 945,641 Total Income 945,641 Total Expenses 6,347,147 Profit / Loss Before Taxation (90,990,245) Provision for Tax - Profit / Loss After Taxation and before Minority Interest (90,990,245) Profit / Loss After Taxation and after Minority Interest (90,990,245) Earning Per Share (0.46) OPERATIONS For most of the year IT and ITES operations of the Company continued to be suspended due to ongoing Global Crisis and unfavorable market conditions. Non recovery of Book Debts also resulted in defaults in repayment of loans to the Banks who have classified our account as NPA and have initiated steps for recovery of their dues. Under a compromise/ settlement with Bank of India, one of the property situated at C-1, Sector 57 Noida (under Mortgage to the Bank) was sold on 30.11.2011 for part payment of their dues under the said compromise/ settlement. Similarly, Karnataka Bank Limited had also taken physical possession of our property situated at 113 Udyog Vihar, Phase-I, Gurgoan (Haryana) on 14.12.2011 and the Company is making efforts to reach a Compromise/ Settlement with the Bank for repayment of their dues against the sale proceeds of the property whether by way of auction or otherwise. However the said bank vide their letter No. HO/LRD/GF:178/PF(SU):1261/ OR:164/1/2/2013-14 dated.03.04.2013 has informed to the company that the total financial assistance granted by the bank to the company along with the underline security in favour of ARCIL (Asset Reconstruction Company India Limited) as the sole trusty under SARFAESI Act, 2002. CAPITAL STRUCTURE During the current year, the Company has not received any additional Capital .Total paid up Paid up Share Capital of the Company as on 31st March, 2015 is Rs. 199,889,650. DIVIDEND In view of financial losses during 2014-2015, Your Directors have not recommended any dividend for the financial year 2014-2015. RESERVE The Board of Directors of the Company does not propose any amount to carry to any reserve for the financial year ended March 31, 2015. FIXED DEPOSITS Your Company has not accepted any Fixe year Deposits during the year CORPORATE GOVERNANCE Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. The detailed Corporate Governance Report forms part of this Director'' Report. MANAGEMENT DISCUSSION & ANALYSIS Management discussion and analysis have been appended to this report in terms of the Listing Agreement. Particulars of Employees None of the Employees of the Company draws remuneration exceeding the limits prescribed under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Act, hence the statement required under the said is not required to be annexed. VIGIL MECHANISM The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct under the supervision of Audit Com- mittee. During the year under review, no report related to the violation received. ANNUAL ACCOUNTS OF SUBSIDIARY As per the provisions of Sec 129 (3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing salient features of financial statements of subsidiary has been attached with Consolidated Financial Statements for the year 2014-15. The Consolidated Financial Statements have been presented in the Annual Report. STATUTORY AUDITORS The Company at its twenty fourth AGM held on 30th September, 2015 appointed M/s KPMR & Associates, Chartered Accountants, Delhi, having Firm Registration No. 002504N allotted by The Institute of Chartered Accountants of India, as Statutory Auditors of the Company to hold office, from the conclusion of the said AGM until the conclusion of 29th Annual General Meeting, subject to ratification at every AGM. The Company has obtained necessary certificate under Section 141 of the Company Act, 2013 from them conveying their eligibility for being statutory auditors of the Company for the year 2015-16. AUDITORS'' REPORT The observations/qualifications of the Auditors in the Auditors Report are explained and clarified, wherever necessary, in the appropriate Notes to the Accounts. SECRETARIAL AUDITORS M/s. Datt Ganesh & Associates, Company Secretaries have been appointed as Secretarial Auditors of the Company for the financial year 2014-15 in line with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor Report. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL As our company has 4 directors out of which one is Managing director whose tenure is fixed and not liable to retire by rotation, 2 independent directors, who are not liable to retire by rotation as per companies Act, 2013 so Mr. Sudhish Kumar Rastogi, Director of the Company again retires by rotation and being eligible offer himself for re-appointment. Your Director recommends his reappointment. Appointment of Mr. Sudhish Kumar Rastogi is in compliance with the provisions of Section 164(2) of the Companies Act, 2013. Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors which came into effect from April 1, 2014, the Independent Directors shall be appointed for not more than two terms of five years each and shall not be liable to retire by rotation. The Term shall be effective prospectively. Mr. Bharat Singh Bisht and Mr. Tushar, Independent Director of the Company, are independent of the management. Company Promoted Mr. Rajeev Kumar Gupta as a Chief Financial Officer of the Company, previously he was associated with the company as an Account Manager Finance. NUMBER OF MEETINGS OF THE BOARD During the period commencing from 1st April, 2014 and ending on 31st March, 2015, the board of directors of your company met on the following dates on 17th April,2014, 16th May, 2014, 30th May, 2014, 14th August ,2014, 28th August, 2014, 5th September, 2014, 4th October, 2014, 14th November 2014, 03rd December, 2014, 14th February 2015 & 31st March 2015. EXTRACT OF ANNUAL RETURN Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT-9 is enclosed. RISK MANAGEMENT POLICY The Board of Directors of the company is of the view that currently no significant risk factors are present which may threaten the existence of the company. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 There is no any loans, Investment or Guarantee given or taken by the company during the year. The Company received Loan from director Mrs. Sheetal Jain under an signed undertaking as per companies Act , 2013. RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF COMPANIES ACT, 2013 No transaction has been entered into by the Company during the period under review. AUDIT COMMITTEE UNDER SECTION 177 OF COMPANIES ACT, 2013 As per the provisions of Section 177 of the Companies Act, 2013, the Company is having the Audit Committee to oversee internal audit and control procedures, final accounts and reporting process. The committee comprises of three Non Executive Directors. NOMINATION AND REMUNERATION COMMITTEE UNDER SECTION 178 OF COMPANIES ACT, 2013 As per section 178 of the Companies Act, 2013 and rules made there under and Clause 49 (effective October 1, 2014), the existing Remuneration Committee was renamed as Nomination and Remuneration Committee by the Board of Directors, comprises of three Non Executive Directors which recommend in the Board policy relating to remuneration of Directors, Key Managerial Personnel and other employees. STAKEHOLDER RELATIONSHIP COMMITTEE In compliance of Section 178 of the Companies Act, 2013, rules made there under and Clause 49 (VIII)(E)(4) of the revised Listing agreement effective October 1, 2014, the existing Shareholders''/Investors'' Grievance Committee was renamed as Stakeholders'' Relationship Committee by the Board of Directors, to consider and resolve the grievances of security holders of the Company. The Committee comprises of two Independent Directors and one Executive director. RISK MANAGEMENT COMMITTEE As the Company has done no business for several years, In view of which the Risk Management Committee has not been formed. Since there being no business, the element of risk which may threaten the existence of the Company, no element has been identified of risk. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO: The particulars relating to conservation of energy and technology absorption read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report. DIRECTORS'' RESPONSIBILITY STATEMENT In terms of Section 134 of the Companies Act, 2013 with respect of Directors'' responsibility, it is hereby confirmed I. That in the preparation of the annual accounts, the applicable accounting standards had been followed; II. That 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 or loss of the Company for that period; III. That 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; iv. That the directors had prepared the annual accounts on a going concern basis. v. The directors have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. DECLARATION BY INDEPENDENT DIRECTOR The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he has met criteria of independence laid down in Section 149(6) of Companies Act, 2013 and Clause 49 of Listing Agreement. INTERNAL AUDITOR The Company has appointed Mr. Sohan Lal, Chartered Accountant, Proprietor with S. Lal & Co., as an Internal Auditor of the Company for the FY 2014-15, to conduct internal audit of the Company. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES During the year under review, no company became Subsidiary/Joint Venture/Associate of the Company. Westtalk Corporate Limited ceased to be a Subsidiary of the Company w.e.f. 15th April, 2014. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS OF THE COMPANY There are no significant and / or material orders passed by the Regulators or Courts or Tribunal impacting the going concern status and Company''s future. CORPORATE SOCIAL RESPONSIBILITY (CSR) Pursuant to Section 135 of Companies Act, 2013, the Company doesn''t have working status. Therefore, it is not required to constitute a CSR Committee. STOCK EXCHANGE LISTING: The Equity Shares of your Company are listed at: I. The Stock Exchange, Mumbai. (BSE); II. The Calcutta Stock Exchange (Applied for the delisting of security) CODE OF CONDUCT The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Non-executive Directors including Independent Directors. The Code is applicable to Non-executive Di- rectors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code has been circulated to Directors and Management Personnel, and its compliance is affirmed by them annually. A declaration signed by the Company''s Directors is published in this Report. PUBLIC DEPOSITS The Company has not accepted / invited any public deposits during the period under review and hence provisions of Section 73 of the Companies Act, 2013. CONSOLIDATED FINANCIAL STATEMENTS Pursuant to Clause 32 and 50 of the Listing Agreement, Your Company has prepared Consolidated Financial Statements as per the Accounting Standards applicable to the Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. Audited Consolidated Financial Statements along with the Auditor''s Report are annexed with this Report. APPRECIATION & ACKNOWLEDGEMENT: Your Directors appreciate the valuable co-operation extended by the Company''s Bankers, monitoring agency & other Central and State Government departments, for their continued support. Your Directors place on record their wholehearted appreciation of your Company''s employees at all levels. Your Directors also acknowledge with gratitude the backing of its shareholders. For and on behalf of Board of Directors Triton Corp Limited Sd/- Sudhish Kumar (Chairman) DIN: 00688082 Date : 30.05.2015 Place: New Delhi

Director’s Report