Dear Members,
Your Directors are pleased to present the 34th Annual Report and
Audited Financial Statements of the Company for the Financial Year ended on March 31,
2024.
Corporate Overview
The Company operates in diversified business segments viz. Bed Linen,
Bath Linen, Yarn, Paper and Chemicals. The Company also has a captive power plant to cater
the needs of its various business segments.
Financial Results
The financial performance of the Company, on standalone basis, for the
year ended March 31, 2024 is summarized below:
| Particulars |
Current Year |
Previous Year |
| Total Income |
67,903.2 |
62,912.7 |
| Total Expenses |
63,101.0 |
57,369.8 |
| EBITDA |
9,949.0 |
9,418.0 |
| Depreciation |
3,602.0 |
3,101.5 |
| EBIT |
6,347.0 |
6,316.5 |
| Interest (Finance Cost) |
1,544.8 |
773.6 |
| Profit before exceptional item and tax |
4,802.2 |
5,542.9 |
| Exceptional Items |
(360.5) |
- |
| Profit before tax |
5,162.7 |
5,542.9 |
| Profit after tax |
3,895.8 |
4,219.0 |
| Other Equity |
37,995.0 |
36,161.7 |
| EPS in Rs. (Diluted) face value of Re. 1/- each |
0.78 |
0.84 |
| Dividend |
36% |
36% |
Financial performance and review
The total income of the Company during the year under review has been
Rs. 67,903.2 million as against Rs. 62,912.7 million in the previous financial year. The
Operating Profit (EBITDA) for the year stood at Rs. 9,949.0 million as compared to Rs.
9,418.0 million in the previous financial year, an increase of 6 percent. The Company has
earned a net profit of Rs. 3,895.8 million as against Rs. 4,219.0 million in the previous
financial year, a decrease of 8 percent. The Company's earnings per share were Rs.
0.78 during the current year. A detailed discussion on financial and operational
performance of the Company is given under "Management Discussion and Analysis
Report" forming part of the Annual Report.
Transfer to Reserves
During the year under review, the Company transferred an amount of Rs.
3.1 million to the ‘General Reserve' on account of Employee Stock Option Scheme.
Details of the same are provided in note 15 of financial statements. Further no profits
are transferred to general reserves and entire amount of profit for the year forms part of
the ‘Retained Earnings'.
Changes in Share Capital
During the period under review, there is no change in share capital of
the Company.
Details of Debentures issued by the Company
During the year under consideration the Company has not issued any
Debentures. Further during the year the Company fully redeemed, in advance, the 250
unrated, unlisted, secured, redeemable, senior, non-convertible debentures
(‘NCDs') of the face value of Rs. 10,00,000/- each aggregating to Rs. 250
million issued in March 2023.
Incremental Borrowings under Large Corporate Framework of SEBI
Pursuant to Circular no. SEBI/HO/DDHS/DDHS-RACPOD1/P/ CIR/2023/172
dated October 19, 2023, read with, Master Circular no. SEBI/HO/DDHS/PoD1/P/CIR/2023/119,
dated August 10, 2021 relating to ‘Fund raising by issuance of debt securities by
large corporates', the Company has opted not to raise the minimum 25% of incremental
borrowings by way of issuance of debt securities during the FY 2023-24, to take advantage
of differential interest rate.
Dividend
Your Company has a dividend policy that balances the dual objectives of
rewarding shareholders through dividends whilst also ensuring availability of sufficient
funds for growth of the Company.
The web link of the Dividend Distribution Policy is https://assets.
tridentindia.com/DDP_Dividend_Policy_41269d74b3.pdf
Consistent with this policy, during the Financial Year, the Company has
declared and paid an interim dividend @ 36% per share.
Under the Income-tax Act, 1961, as amended by Finance Act, 2020,
dividend paid on distributed profits by the Company is taxable in the hands of the
shareholders. Accordingly, the payment of dividend has been subjected to deduction of tax
at source.
Credit Rating
The details on Credit Rating are set out in Corporate Governance
Report, which forms part of this report.
Expansions/Modernisation
During the year under review, your Company has successfully expanded
the production capacity of its Bed Linen segment by 55,000 meters per day, Bath Linen
Segment by installing
42 Looms and Yarn Segment by installing 1,89,696 spindles. The projects
have been financed through External Borrowings and Internal accruals. The additional
capacity shall further strengthen the position of your Company in Textile Sector.
Further the capacity of captive Co-gen power plant and Solar Power
plant has been increased by 16.3 MW and 10.56 MWp respectively, during the year under
consideration.
Consolidated Financial Statements
The Audited Consolidated Financial Statements prepared by the Company
are duly provided in the Annual Report of the Company.
Subsidiary and Associate Companies
As on March 31, 2024, the Company had 3 (three) subsidiaries namely 1.
Trident Home Textiles Limited, Wholly-owned Subsidiary 2. Trident Europe Limited,
Wholly-owned Subsidiary (Incorporated in UK) 3. Trident Global Inc, Subsidiary
(Incorporated in USA) and 1 (one) Step Down Subsidiary, namely, Trident Global B.V.
The Company has disinvested 100% stake in Trident Global Corp Limited
on September 14, 2023.
Further, Trident Innovations Limited and Trident Home Decor Limited,
Wholly-Owned Subsidiaries of the Company have been struck off on 12/02/2024, pursuant to
the order(s) of the Ministry of Corporate Affairs.
During the year under review Trident Home Textiles Limited,
wholly-owned Subsidiary of the Company has acquired 100% equity share capital of Trident
Global B.V, thereby making it step down subsidiary of the Company.
The audited accounts of the Subsidiary Companies are available on the
official website of the Company at www.tridentindia.com/ financial-reports
The annual accounts of the Company and of the Subsidiary Companies are
open for inspection by any investor at the Registered Office of the Company. The Company
will also make available copies of these documents to investors upon receipt of request
from them. The investors, if they desire, may write to the Company to obtain a copy of the
financial statements of the Subsidiary Companies.
The statement containing highlights of performance of each Subsidiary,
salient features of their financial statements for the financial year ended on March 31,
2024 (Form AOC – I) is annexed to the Financial Statements.
Board of Directors and Key Managerial Personnel a. Directors Retiring
by Rotation
Pursuant to provisions of Companies Act, 2013 (‘The Act') and
the Articles of Association of the Company, Mr. Deepak Nanda (DIN: 00403335) is liable to
retire by rotation and being eligible, offers himself for re-appointment. The Nomination
and Remuneration Committee and Board of Directors have recommended his re-appointment for
the approval of the shareholders of the Company in the forthcoming Annual General Meeting
of the Company.
b. Changes during the year
During the year under review, Mr. Dinesh Kumar Mittal and Mr. Kapil
Ghorse, has resigned from the position of Director(s) of the Company effective April 21,
2023
Further Mr. Swapan Nath, Mr. Kavish Dhanda, Mr. Pardeep Kumar
Markanday, Mr. Kamal Gaba, and Mr. Naveet Jindal have resigned from the position of
Managing Director(s) effective April 21, 2023.
c. Independent Directors
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149 (6) of the Act and Regulations
16(1)(b) and 25(8) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the SEBI LODR Regulations"), that
they are independent from the Management of the Company and that 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 their duties with an objective independent judgment
and without any external influence. Further, all the Independent Directors have given
declarations that they complied with the provisions of Companies (Appointment and
Qualifications of Directors) Rules, 2014. The Independent Directors have given
declarations that they have complied with the Code for Independent Directors prescribed in
Schedule IV to the Act and the Code of Business Conduct and Ethics of the Company.
A separate Meeting of Independent Directors was held on February 06,
2024.
d. Number of Board Meetings
During the year under review, the Board duly met 9 times. The maximum
gap between any two consecutive Board meetings did not exceed 120 days. The details of the
Board meeting are set out in the Corporate Governance Report which forms part of this
Report.
e. Evaluation of performance of the Board
TheCompanyhasdulyapprovedNominationandRemuneration Policy prescribing inter-alia
the criteria for appointment, remuneration and performance evaluation of the directors. As
mandated by Section 134 & 178, read with, Schedule IV of the Act and Regulation 25 of
the SEBI LODR Regulations the Independent Directors in their separate meeting held on
February 06, 2024 have reviewed the performance of Non-Independent Directors, Chairperson
and Board as a whole including review of quality, quantity and timeliness of flow of
information between Board and Management. Further the Nomination and Remuneration
Committee and the Board, at their Meetings held on May 18, 2024, also evaluated the
performance of the Board, its Committees and all Individual Directors including Chairman
of the Company. The evaluation was carried out on the basis of a structured questionnaire
circulated in advance to all the Directors. Furthermore, the Board is of the opinion that
Independent directors of the company are persons of high repute, integrity & possess
the relevant expertise & experience in their respective fields. f. Board Training,
Induction and familiarization of Directors
At the time of appointing a Director, a formal letter of appointment is
given to him/her, which inter alia explains the role, function, duties and
responsibilities expected of him/her as a Director of the Company. The Director is also
explained in detail the compliances required from him/her under the Act, the SEBI
Regulations and other relevant Laws and Regulations. Details of Familiarization of
Directors are disclosed on the Company's website and also are provided in the
Corporate Governance Report of the Company which forms part of this report. g. Board
Committees
The Company has duly constituted Board level Committees as mandated by
the applicable laws and as per the business requirements. The details of the same are
provided in the Corporate Governance Report of the Company which forms part of this
report.
h. Audit Committee
All the recommendations made by the Audit Committee were accepted by
the Board. i. Details of Key Managerial Personnel
Mr. Matta Aravind Kumar was appointed as Company Secretary and Key
Managerial Personnel of the Company with effect from August 15, 2023
Mr. Manish Bhatia was appointed as Chief Financial Officer and Key
Managerial Personnel of the Company with effect from December 06, 2023.
Mr. Samir Prabodhchandra Joshipura was appointed as Chief Executive
Officer and Key Managerial Personnel of the Company with effect from February 20, 2024
Mr. Hari Krishan ceased to be Company Secretary and Key Managerial
Personnel of the Company effective August 14, 2023.
Mr. Avneesh Barua ceased to be Chief Financial Officer and Key
Managerial Personnel of the Company effective November 28, 2023
Further, pursuant to resignation of Mr. Pradeep Kumar Markanday,
Mr. Swapan Nath, Mr. Kamal Gaba, Mr. Kavish Dhanda and Mr. Naveet Jindal as Managing
Director(s), they ceased to be Key Managerial Personnel of the Company effective closure
of Business hours on April 21, 2023.
As on March 31, 2024, Mr. Deepak Nanda, Managing Director, Mr. Samir
Prabodhchandra Joshipura, Chief Executive Officer, Mr. Manish Bhatia, Chief Financial
Officer and Mr. Matta Aravind Kumar, Company Secretary are designated as Key Managerial
Personnel of the Company.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Energy conservation continues to be an area of major emphasis in your
Company. 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 I
hereto and forms part of this Report.
Particulars of Employees
The information required pursuant to Section 197 read with Rule 5 (1),
5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, is provided in Annexure-II. If any
Shareholder is interested in obtaining information as described under first proviso to the
Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, he/she may, before the date of forthcoming Annual General Meeting , write to the
Company Secretary in this regard.
Disclosure on ESOP
The Board of Directors and the Shareholders of the Company have
approved the ‘Trident Limited Employee Stock Option Scheme – 2020'
(‘ESOS Scheme') at their Meetings held on May 16, 2020 and July 9, 2020
respectively. This scheme has been effective from July 9, 2020. Pursuant to the Scheme,
the Company has constituted Trident Limited Employees Welfare Trust (‘Trust') to
acquire, hold and allocate/transfer equity shares of the Company to eligible employees
from time to time on the terms and conditions specified under the Scheme.
The Disclosure as per SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("the Employee Benefits Regulations") has been given
on the website of the Company under the following link:
https://www.tridentindia.com/general-meetings-and-postal-ballot
Pursuant to Regulation 13 of Employee Benefits Regulations, a
certificate from Secretarial Auditors of the Company, with respect to the implementation
of the scheme, would be placed before the shareholders at the ensuing Annual General
Meeting ("AGM").
Nomination and Remuneration Policy
In compliance with Section 178 of the Companies Act, 2013, the
Nomination and Remuneration Policy of the Company has been designed to keep pace with the
dynamic business environment and market linked positioning. The Policy has been duly
approved and adopted by the Board pursuant to recommendations of Nomination and
Remuneration Committee of the Company and is duly available on the website of the Company
at following link: https://assets.tridentindia.com/nrc_policy_56fb7b38ec.pdf As mandated
by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination
and Remuneration Policy are annexed as Annexure III hereto and forms part of this report.
Vigil Mechanism & Whistle Blower policy
The Company has implemented Vigil Mechanism & Whistle Blower policy
and the oversight of the same is with Audit committee of the Company. The policy inter-alia
provides that any Directors, Employees, Stakeholders who observe any unethical behavior,
actual or suspected fraud or violation of the Company's code of conduct or ethics,
policies, improper practices or alleged wrongful conduct in the Company may report the
same to Chairman of the Audit Committee or e-mail on the email-Id: whistleblower@
tridentindia.com. Identity of the Whistle Blower shall be kept confidential to the
greatest extent possible. The detailed procedure is provided in the policy and the same is
available on official website of the Company at following link: https://assets.
tridentindia.com/vigil_mechanism_policy_986d90052a.pdf Further during the year under
review, there were no instances of fraud reported to the Audit Committee/ Board.
Corporate Social Responsibility (CSR) Committee & Business
Responsibility and Sustainability Report
CSR Committee comprises of Mr. Rajiv Dewan (Chairman of the Committee),
Dr. Anthony Desa and Mr. Deepak Nanda as Members. The disclosure of the contents of CSR
Policy as prescribed and amount spent on CSR activities during the year under review are
disclosed in ‘Annual Report on CSR activities' annexed hereto as Annexure IV and
forms part of this Report. The Business Responsibility and Sustainability Report
describing the initiatives taken by them from an environmental, social and governance
perspective, in the specified format is included in the Annual Report of the Company.
Risk Management Policy
The Company has adopted a Risk Management Policy with the objective of
ensuring sustainable business growth with stability and to promote a pro-active approach
in reporting, evaluating and resolving risks associated with the business. In order to
achieve the key objective, the policy establishes a structured and disciplined approach to
Risk Management, in order to guide decisions on risk related issues. The Risk Management
framework has been provided in the Management Discussion and Analysis Report of the
Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed. The details of
Internal Control System are provided in the Management Discussion and Analysis Report of
the Company.
Fixed Deposits
During the year under review, your Company has neither accepted any
fixed deposits nor any amount was outstanding as principal or interest as on balance sheet
date and disclosures prescribed in this regard under Companies (Accounts) Rules, 2014 are
not applicable.
No Default
The Company has not defaulted in payment of interest and/or repayment
of loans to any of the financial institutions and/or banks during the year under review.
Corporate Governance
Your Company is committed to adhere to the best practices & highest
standards of Corporate Governance. It is always ensured that the practices being followed
by the Company are in alignment with its philosophy towards corporate governance. The
well-defined vision and values of the Company drive it towards meeting business objectives
while ensuring ethical conduct with all stakeholders and in all systems and processes.
Your Company proactively works towards strengthening relationship with constituents of
system through corporate fairness, transparency and accountability. In your Company, prime
importance is given to reliable financial information, integrity, transparency, fairness,
empowerment and compliance with law in letter & spirit. Your Company proactively
revisits its governance principles and practices as to meet the business and regulatory
needs. Detailed compliances with the provisions of the SEBI LODR Regulations and Companies
Act, 2013 for the year 2023-24 are given in Corporate Governance Report, which forms part
of the Annual Report. The certificate of Practising Company Secretary on 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 of values and policies. Your Company strives to provide the best work
environment with ample opportunities to grow and explore. Your Company maintains a work
environment that is free from physical, verbal and sexual harassment. The details of
initiatives taken by the Company for development of human resources are given in
Management Discussion and Analysis Report.
The Company maintained healthy, cordial and harmonious industrial
relations at all levels during the year under review.
Statutory Auditors & Auditors' Report
M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory
Auditors of the Company have submitted Auditors' Report on the financial statements
of the Company for the financial year ended on March 31, 2024. The Auditors' Report
for the year is self-explanatory & does not contain any qualifications/modified
opinion, hence need no comments.
M/s Deloitte Haskins & Sells, Chartered Accountants, Joint
Statutory Auditors of the Company has resigned w.e.f. 07/08/2023.
Cost Audit
The Company is maintaining the Cost Records, as specified by the
Central Government under section 148(1) of Companies Act, 2013. The Board of Directors of
your Company, on the recommendations of the Audit Committee, have re-appointed M/s
Ramanath Iyer & Co., Cost Accountants, New Delhi, as Cost Auditors for the financial
year 2024-25 to carry out an audit of cost records of the Company in respect of Textiles,
Paper and Chemical divisions. The Cost Audit Report for the financial year ended March 31,
2024 is under finalization and shall be filed with the Central Government within the
prescribed time limit.
Secretarial Audit
M/s. Chandrasekaran Associates, Company Secretaries, have submitted
Secretarial Audit Report for the financial year 2023-24 and same is annexed as Annexure V
and forms part of this Report. The Secretarial Audit Report for the year is
self-explanatory.
The Report has the following comments from the Secretarial Auditors and
the response(s) of the Management against the comments are also provided hereunder:
| Sl. No. Auditors Comments |
Management Response |
| 1 The Minutes of the two previous meetings of the Board and
Committee were signed in the subsequent meetings held after the immediate next Board and
Committee meetings, respectively. Further, in one instance, the resolution passed by
circulation was noted in the subsequent Board meeting held after the immediate next board
meeting as required by Section 175 of the Act |
The delay in noting of the Minutes was inadvertent and the
Management has further strengthened the systems, processes and practices to avoid such
gaps in the future |
| 2 The Company is required to strengthen its process with
respect to the related party transactions including but not limited to the extent of
obtaining of omnibus approval in accordance with Listing Regulations and SEBI circular(s),
the review of the status of long-term or recurring related party transactions on an annual
basis and approval taken for unforeseen transactions up to the prescribed limit |
The Management has duly noted the recommendation of the
Auditors and further strengthened the entire universe of systems and processes relating to
Related Party Transactions |
Annual Return
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is
available on the website of the Companyatthelink:
https://www.tridentindia.com/annual-reports
Particulars of loans, guarantees or investments
The Particulars of loans, investments or guarantees have been disclosed
in the financial statements and the Company has duly complied with Section 186 of the
Companies Act, 2013 in relation to Loans, Investment and Guarantee during the financial
year 2023-24.
Contracts or arrangements with related parties
All contracts / arrangements / transactions entered by the Company
during the year under review with related parties were in the ordinary course of business
and on arm's length basis. During the period under review, the Company had not
entered into any contract / arrangement / transaction with related parties which could be
considered material in accordance with the Policy on Materiality of and Dealing with
Related Party Transactions and accordingly, the disclosures in Form No. AOC-2 is not
applicable. The related party disclosures are provided in the notes to financial
statements. The Policy on Materiality of and Dealing with Related Party Transactions as
approved by the Board is available on the official website of the Company at the following
link: https://assets.tridentindia.com/rpt_policy_7552ee9b63.pdf
In terms of Regulation 23 of SEBI LODR Regulations, the Company submits
the disclosures of Related Party on consolidated basis within the prescribed timelines
from the date of publication of its standalone and consolidated financial results for the
respective half year.
Secretarial Standards
The Company has complied with all the applicable secretarial standards
issued by the Institute of Company Secretaries of India.
Responsibility Statement of Directors
Directors' Responsibility Statement pursuant to the provisions of
Section 134(3)(c) read with Section 134(5) of the Act on the annual accounts of the
Company for the year ended on March 31, 2024 is provided below: a) In the preparation of
the annual accounts, the applicable accounting standards had been followed alongwith
proper explanation relating to material departures from the same b) The Directors had
selected such accounting policies and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at end of the financial year and of the profit/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 e) The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively and 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
General
A. The Company has zero tolerance for sexual harassment at workplace
and has adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention
and redressal of complaints of sexual harassment at workplace. Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All women employees (permanent, contractual, temporary, trainees) are covered
under this policy. During the year, no complaints were received by the Company under
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
B. The Company has complied with all the applicable laws, rules, regulations and
Secretarial Standards C. All Policies as required under the Act or the SEBI Regulations
are available on the website of the Company i.e. www. tridentindia.com
D. Your Directors state that no disclosure or reporting is required
with respect to the following items as there were no transactions on these items during
the year under review:
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
Change in the nature of business of the Company
Details relating to deposits covered under Chapter V of the Act
Issue of equity shares with differential rights as to dividend,
voting or otherwise
Issue of sweat equity shares to its Directors or Employees
Any remuneration or commission received by Managing Director of the
Company, from any of its subsidiary
Significant or material orders passed by the Regulators or Courts
or Tribunals which impact the going concern status and Company's operations in future
No fraud has been reported by the Auditors to the Audit Committee
or the Board.
No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
alongwith their status as at the end of the financial year is not applicable and
The requirement to disclose the details of difference between
amount of the valuation done at the time of onetime settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof,
is not applicable
Acknowledgments
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. Your Directors acknowledge with
sincere gratitude the cooperation and assistance extended by the Central Government,
Government of Punjab, Government of Madhya Pradesh, Financial Institution(s), Bank(s),
Customers, Dealers, Vendors and society at large. Your Directors also wish to convey their
appreciation for collective contribution & hard work of employees across all levels.
The Board also takes this opportunity to express its deep gratitude for the continued
co-operation and support received from its valued shareholders and their confidence in
management and look forward to their continued support in future too.