A Oneindia Venture

Directors Report of Tridev Infraestates Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the Annual Report of the Company together with the
Audited Accounts for the financial year ended March 31st, 2024.

FINANCIAL RESULTS SUMMARY

(Amount in Rs)

PARTICULARS

F.Y.

2023-24

F.Y.

2022-23

Sales/ Income from operations

3,370,177

29,22,141

Total Expenses

(2,562,456)

(23,492,792)

Profit/ (loss) before exceptional item and tax

807,721

(20,570,651)

Less: Exceptional Items

0.00

0.00

Profit/ (loss) before tax for the year

807,721

(20,570,651)

Less: Income tax and deferred tax expenses

49,73,935

0.00

Profit after tax for the year

5,781,656

(20,570,651)

COMPANY’S PERFORMANCE

Company has been indulged in the enhancement of shareholder value through sound business
decisions, prudent to financial management and high standard of ethics throughout the
organization.

CHANGE IN NATURE OF BUSINESS

During the year company in AGM held on 30/09/2023 passed the resolution and alerted its
object clause by adding new activity of information technology and software development.

ROTATION OF DIRECTOR

Ms. Ishu Agarwal (DIN 07734570) is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible offer herself for re-appointment.

CHANGE IN KEY MANAGERIAL PERSONAL

During the year following appointments/ resignation took place: -

Mrs. Ankita Agarwal company secretary cum compliance officer of the company resigned from
the said position on 03.06.2024 and Ms. FUNNISHA was appointed as company secretary cum
compliance officer of the company w.e.f. 01/07/2024

DIRECTORS COMPOSITION OF BOARD OF DIRECTORS: -

S.NO

NAME

DESIGNATION

1.

MR. ATUL KUMAR AGARWAL

Non-Executive Director

2.

MR. SUNIL KUMAR AGARWAL

Managing Director/ Chief Financial Officer

3.

MR. RAJEEV GARG

Independent & Non-Executive Director

4.

MRS. ISHU AGARWAL

Non-Independent & Non - Executive Director

5.

MR. RAJESH KUMAR VAID

Independent & Non-Executive Director

SUBSIDIARY COMPANIES. JOINT VENTURES & ASSOCIATE COMPANIES

As on 31st March 2024, the Company has no subsidiary, Joint-Venture or Associate companies.
CONSOLIDATED FINANCIAL STATEMENT

As on 31st March 2024, the Company has no subsidiary, Joint-Venture or Associate companies.
Therefore, there is no requirement of consolidation Financial Statement.

DEPOSITS

During the year under review the Company has not accepted any deposit falling within the
meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE

During the year there was no significant and material order passed by any regulators or court or
tribunal which would impact the going concern status and company''s operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity
of its operations. The internal Audit functions reports to the Chairman of the Audit Committee
and to Chairman and Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of internal control
systems in the company. It''s compliances with operating systems, accounting procedure a nd
policies at all locations of the Company.

Business Risk Assessment procedures have been set in place for self-assessment of business
risks, operating controls and compliance with Corporate Policies. There is an ongoing process to
track the evolution of risks and delivery of mitigating action plans.

STATE OF COMPANY’S AFFAIRS

The company Profit has increased as compared to last year. Even though the provisions of
Companies Act, 2013 regarding corporate social responsibility are not attracted to the company
yet the company has been indulged in the enhancement of shareholder value through sound
business decisions, prudent to financial management and high standard of ethics throughout the
organization.

RESERVES

During the year company has not transferred any amount general reserves.

MEETING OF BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year
Nine (9) Board Meetings held. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

During the year Financial Year from 1st April, 2023 to 31st March, 2024, the board of directors
met Ten (10) times

1) 22.04.2023

2) 29.04.2023

3) 29.05.2023

4) 14.08.2023

5) 06.09.2023

6) 03.10.2023

7) 09.11.2023

8) 23.01.2024

9) 24.01.2024

10) 07.02.2024

DIVIDEND

The Board has not recommended any dividend for the year 2023-24.

MATERIAL CHANGES AND COMMITMENT THAT AFFECT THE COMPANY''S
FINANCIAL POSITION

There was no material change during the year 2023-24 that affect the financial position of
company and therefore no requirement was raised to disclose remedial measures.

GENERAL INFORMATION OF COMPANY

Management has overviewed of the industry in respect of our company and observed that there
was no important change in industry during the last year 2023-24 which had impacts on
company''s performance.

CAPITAL AND DEBT STRECTURE

The Authorized Capital of the company is 8, 00, 00,000.00/- and paid-up Equity Share Capital as
on 31st March, 2024 was 6,52,54,000.00/- each @ 10/- per share. There was no change in the
capital structure of company and company has not issued any new share or convertible securities
during the year 2023-24. The Company not issued shares with differential voting rights nor
granted stock options nor sweat equity. Instead of above that the company was not issued any
debentures, bonds, warrants or any non-convertible securities during the year 2023-24.

The company has not held any shares in trust for the benefit of employees where the voting rights
are not exercised directly by the employees.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors report as under:

a) That in the preparation of the annual accounts, the applicable accounting standards have
been followed.

b) That the Directors have 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.

c) That the directors have 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) That the Directors have prepared the annual accounts on a going concern basis.

e) That the Directors had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and operating effectively.

f) That 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.

DECLARATION BY INDEPENDENT DIRECTOR

The Company Board has two (2) Independent Directors i.e., Mr. Rajeev Garg and Mr. Rajesh
Kumar Vaid. The company has received necessary declaration from both Directors under section
149 of the Companies Act, 2013 that they meet the criteria of independent laid down in section
149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

INDEPENDENT DIRECTOR MEETING

During F.Y. 2023-24, one (1) meeting of the Independent Directors was held on 7th February,
2024. The Independent Directors, inter-alia, reviewed the performance of Non-Independent
Directors, board as a whole and Chairman of the Company, taking into account the views of
executive directors and non-executive directors.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent
Director to maintain the independence of the Board, and separate its functions of governance and
management. As of 31st March, 2024, the Board had Five (5) Directors.

The Policy of the company on directors'' appointment and remuneration, including the criteria
for determining qualifications, positive attributes, independence of a director and other matters,
as required under sub-section (3) of section 178 of Companies Act, 2013 is in place and
maintained by company as per law.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The detail of any loan or guarantee or securities and investments made during the year 2023-24
covered under the provision of section 186 of companies act, 2013 given under note 27 to
financial statement.

RELATED PARTY TRANSACTIONS

There are materially significant related party transactions made by the Company with the
Promoters, Key Management Personnel or other designated persons which may have potential
conflict with interest of the Company at large. The AOC-2 as per the Companies Act, 2013 has
been attached herewith under “Annexure A”.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information required to be furnished under section 134 (3) (m) of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology
absorption and Foreign Exchange earnings and outgo is annexed in “Annexure B” herewith and
forming part of this report.

BUSINESS RISK MANAGEMENT

The main objective of this policy is to ensure 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.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in
accomplishing the growth plans of the Company are imperative. The common risks inter alia are:
Regulations, competition, Business risk, Technology obsolescence, Investments, retention of
talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the
same.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company needs not to comply with the provisions of Section 135 of Companies act, 2013, as
the company does not fall in eligibility ambit of Corporate Social Responsibility initiatives.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and
employees at all level.

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS. 2015

As per the SEBI Circular No. SEBI/LAD NRO/GN/2015-16/013 dated 2nd September, 2015, of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Paid-up equity capital as on the last day of previous financial year i.e., on

31st March 2024 was'' 6,52,54,000.00/- and Net Worth was'' 3,26,51,306/-

Therefore, in terms of the said circular the compliance with the corporate governance provisions
as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub¬
regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applied to our Company.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of
the Board and all employees in the course of day-to-day business operations of the Company.

AUDIT COMMITTEE

The Audit Committee of the Company duly constituted by the following members: -

i) Mr. Rajeev Garg

ii) Mr. Rajesh Kumar Vaid

iii) Mr. Atul Kumar Agarwal

MEETINGS OF THE AUDIT COMMITTEE

The Committee met Eight (8) times on 29.05.2023, 14.08.2023, and 06.09.2023, 03.10.2023
09.11.2023, 23.01.2024, 24.01.2024 and 07.02.2024 during the financial year ended March 31,
2024.

The Minutes of the Meetings of the Audit Committee are discussed and taken note by the board
of directors.

The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are
invited to the meeting as and when required.

THE COMPOSITION OF THE AUDIT COMMITTEE AND THEIR ATTENDANCE AT THE
MEETING:

Name Of Members

Category / Designation

No. of Meetings

Held Attended

Attendance

Percentage

(%)

MR. RAJEEV GARG

Chairperson

8

8

100

MR. RAJESH KUMAR VAID

Member

8

8

100

MR. ATUL KUMAR AGARWAL

Member

8

8

100

No sitting fees have been paid to any director during the year. The remuneration paid to all Key
management Personnel was in accordance with remuneration policy adopted by the company.
All members have attended the meeting in person.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company duly constituted by the following
members: -

i) Mr. Rajesh Kumar Vaid

ii) Mr. Rajeev Garg

iii) Mr. Atul Kumar Agarwal

The Committee met Four (4) time on 22/04/2023, 29/04/2023, 06/09/2023 and 03/10/2023
during the financial year ended March 31, 2024

THE COMPOSITION OF THE NOMINATION AND REMUNERATION COMMITTEE AND THEIR
ATTENDANCE AT THE MEETING:

Name Of Members

Category /
Designation

No. of Meetings

,, Attende
Held
,
d

Attendance

Percentage

(%)

MR. RAJESH KUMAR VAID

Chairperson

4

4

100

MR. RAJEEV GARG

Member

4

4

100

MR. ATUL KUMAR AGARWAL

Member

4

4

100

No sitting fees have been paid to any director during the year. The remuneration paid to all Key
management Personnel was in accordance with remuneration policy adopted by the company.
All members have attended the meeting in person.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company duly constituted by the following
members: -

i) Mr. Rajesh Kumar Vaid

ii) Mr. Rajeev Garg

iii) Mr. Atul Kumar Agarwal

The Committee met four (4) times on 10/04/2023, 11/07/2023, 06/10/2023 and 08/01/2024
during the financial year ended March 31, 2024.

THE COMPOSITION OF THE STAKEHOLDER RELATIONSHIP COMMITTEE AND THEIR
ATTENDANCE AT THE MEETING:

Category /
Designation

No. of Meetings

Attendance

Name Of Members

Held

Attende

d

Percentage (%)

MR. RAJESH KUMAR VAID

Chairperson

4

4

100

MR. RAJEEV GARG

Member

4

4

100

MR. ATUL KUMAR
AGARWAL

Member

4

4

100

No sitting fees have been paid to any director during the year. The remuneration paid to all Key
management Personnel was in accordance with remuneration policy adopted by the company.
All members have attended the meeting in person.

INDEPENDENT DIRECTOR MEETING

During F.Y. 2023-2024, one (1) meeting of the Independent Directors was held on 7th February,
2024. The Independent Directors, inter-alia, reviewed the performance of Non-Independent
Directors, board as a whole and Chairman of the Company, taking into account the views of
executive directors and non-executive directors. No other Director was present in meeting except
Independent Director.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair
and transparent manner by adoption of highest standards of professionalism, honesty, integrity
and ethical behavior the company has adopted a vigil mechanism policy.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate in securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or Sale of
Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when
the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the code.

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST March. 2024

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, the Annual Return is available on the
website of the Company link https://tridevinfraestates.in/corporate-announcements/

SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed M/S Cs Divya Rani, Company Secretary in Whole Time Practice to undertake the Secretarial
Audit of the Company.

The Secretarial Audit Report is annexed herewith as “Annexure C” in the Form MR-3.
STATUTORY AUDITOR AND INTERNAL AUDITOR REPORTS

G A M S & Associates LLP was the statutory auditor of the company for the FY 2023-24 who was
appointed in AGM held on 30/09/2022 for five years i.e 2022-2023 to 2026-2027.

The Independent Auditor Report is annexed herewith.

M/s Sandeep Kumar Singh & Co, (Firm Registration No. 035528N) who have been appointed as Internal
Auditor of the company. As per the MCA Notification Dated 7th May, 2018 read with The Companies
(Amendment) Act, 2017 also read with section 139 of Companies Act, 2013, there is no need to ratify the
term of auditor in every ensuing Annual General Meeting till the continuation of his term. Hence, no
resolution required to be inserted for ratification of Statutory Auditor. The Independent auditor report is
annexed herewith.

EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATION. RESERVATION AND
ADVERSE REMARK

There was qualification remark given by Statutory Auditor in the auditor report.

Qualification: The Company has used accounting software for maintaining its books of accounts for the
financial year ended on March 31, 2024 which does not have a feature of recording audit trails (edit log)
facility and the same has been operated throughout the year for all relevant transaction recorded in the
software.

Management Reply: The Company is in the process of updating its accounting software to include the
ability to record audit trails and alter logs. The company has accelerated the process of updating its
accounting software, and soon it will be used to maintain its books of accounts audit trails (edit log)
feature

There was no qualification, reservation and adverse remark given by Secretarial Auditor.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act
read with relevant Rules framed there under either to the Company or to the Central Government.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013

The company has complied with the provision relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and also SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as follows:

a) number of complaints filed during the financial year: Nil

b) number of complaints disposed of during the financial year: Nil

c) number of complaints pending as on end of the financial year: Nil

COMPLIANCE WITH SECRETARIAL STANDARD

All the applicable Secretarial Standard was compiled by company during the year 2023-24.
Applicable Secretarial Standard-1 and Secretarial Standard-2 took in consideration while
meeting of Board of Directors and General meetings are conducted during the year. Secretarial
Standard-4 was considered for preparation of Board Report of company during the year 2023¬
24.

LISTING WITH STOCK EXCHANGES

The Company has not paid the Annual Listing Fees for the year 2023-24 so far to BSE where the
Company''s Shares are listed.

ACKNOWLEDGEMENT

Your directors place on records their sincere appreciation of the services rendered by the
employees of the Company. They are grateful to shareholders, bankers, depositors, Customers
and vendors of the company for their continued valued support. The Directors look forward to a
bright future with confidence.''''

CAUTIONARY STATEMENT

The statements contained in the Board''s Report contain certain statements relating to the future
and therefore are forward looking within the meaning of applicable securities, laws and
regulations various factors such as economic conditions, changes in government regulations, tax
regime, other statues, market forces and other associated and incidental factors may however
lead to variation in actual results.

For and on behalf of the Board
TRIDEV INFRAESTATES LIMITED
(Formerly Ashutosh Paper Mills Limited)

Sunil Kumar Agarwal Atul Kumar Agarwal

(DIN: 00033287) (DIN: 00022779)

(MD) (Director)

Dated: 05.09.2024
Place: Delhi


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2014.

FINANCIAL RESULTS (Rs. In lacs)

Particulars For The Year Ended

31st March 31st March 2014 2013

Sales/Operating Income 107.08 177.18

Other Income - -

Expenses:-

Purchase of Stock in trade 96.12 161.13

Changes in Inventories of Stock in Trade - -

Employee Benefit Expenses 4.93 6.87

Depreciation and Amortisation Expenses - -

Administrative & Other expenses 4.74 8.91

Profit Before Tax 1.29 0.26

Less:

Current Year Tax 0.39 0.08

Deferred Tax - -

Profit/(Loss) after tax 0.90 0.18

BUSINESS REVIEW

The year has ended with a Net Profit of Rs. 90,018/- as against Net Profit of Rs. 18,238/- of last year. The Company is exploring avenues for business opportunities and wish to enter in new area of activity. The Company is trying its best to keep its expenses in check in spite of inflationary trends and to revive the business of the Company. Barring unforeseen circumstances- we expect better performance in the current year.

FUTURE OUTLOOK

The outlook of the economic growth across the globe with positive vibrations will fuel a growth and demand recovery. At the present moment there is a lull in the market and the management is looking forward for changing situation in the global market. While optimism rears for new vigour and thrust like emphasis on colour ways and new designs, it is expected these changes will bring in positive response from the overseas buyers and will trigger growth and profitability in due course of time.

DIVIDEND

The Board is of the view that the Company should utilize its funds towards the operations to accelerate the growth rate. Accordingly the Board does not recommend any dividend payment for the year 2013-14.

PUBLIC DEPOSIT SCHEME

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A and 58 AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A separate report on Corporate Governance as stipulated, under Clause 49 of the listing Agreement, with the Stock Exchanges and have implemented all the prescribed requirements.

A certificate from the auditors of the company M/s SNMG & Co; Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report.

DIRECTORS

Your board has a Non-Executive Chairman and the number of Independent Directors is half of the total strength of Directors. The composition of the board is in conformity of Clause 49 of the Listing Agreement.

Your board of directors consist of the following four directors:

1. Mr. Sunil Kumar Agarwal (Managing Director)

2. Mr. Amit Agarwal (Non-Executive Director)

3. Mr. Vinod Kumar Jain (Non-Executive Independent Director); and

4. Mr. Santosh Kumar Yadav (Non-Executive Independent Director)

5. Mrs Payal Agarwal (Non-Executive Director)

AUDITORS AND THEIR REPORT

M/s SNMG & Co., Chartered Accountants, Chartered Accountants, who served as Statutory Auditors of the company since a long time, resigned from the position w.e.f. 30th September, 2014, expressing their inability to continue as the Statutory Auditors of the Company. In their replacement, M/s DEEPAK I P AGARWAL & CO., CHARTERED ACCOUNTANTS, will be appointed as Statutory Auditors of the Company with approval of shareholders of the company by way of ordinary resolution passed in its Annual General Meeting.

The board recommends their appointment as statutory auditors of the company.

SUBSIDIARIES

As on 31st March 2014, the Company has three Wholly Owned Subsidiary namely Xenon Tradecom Limited, JBD Estates Limited and Aglow Steels Limited respectively.

Consolidated Accounts of its subsidiaries for the year under review has also been drawn in accordance with applicable accounting Standards.

CONSOLITED FINANCIAL STATEMENT

As required under the Listing Agreements with the Stock Exchanges Consolidated Financial Statements of the Company are attached. The consolidated Financial statements have been prepared in accordance with Accounting standard 21, Accounting standard 23 and Accounting standard 27 issued by The Institute of Chartered Accountants of India and showing the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries as a single entity, after elimination of minority interest

CORPORATE GOVERNANCE

A separate section on Corporate Governance together with a certificate from the Company''s auditors confirming the compliance of conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchanges is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges is given in Annexure-A and forms an integral part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN-INGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings & outgo, as required under the Companies Act, 2013, read with the Draft Companies Rules, 2013 is given as per Annexure- B & forms part of the Directors Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In Accordance with the provisions of Section 134(5) (Corresponding to Section 217(2AA) of the Companies Act, 1956) the Board confirms & submits the Director''s Responsibility Statement:-

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) they have 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) they have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

As required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended time to time, no employee of the company was covered by these provisions during the year ended 31.03.2014.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended to the company by commercial banks, business associates, shareholders, customers and executives.

On behalf of the Board of Directors For TRIDEV INFRAESTATES LIMITED

Sd/- Sd/- Place : Delhi Sunil Kumar Agarwal Vinod Kumar Jain Dated : 14.08.2014 (Managing Director) (Director) DIN: 00033287 DIN: 01943778


Mar 31, 2013

To The Member of Ashutosh Paper Mills Limited.

The Directors have pleasure in presenting the 25th Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. In lacs)

Particulars For the Year Ended 31st March 2013 31st March, 2012

Sales/Operating Income 177.18 1032.08

Other Income Expenses:-

Purchase of Stock in trade 161.13 1009.88

Changes in Inventories of Stock In Trade - -

Employee Benefit Expenses 6.87 7.58

Depreciation and Amortisation Expenses - -

Administrative & Other expenses 8.91 9.07

Gross Profit/ (Loss) after interest but before depreciation & taxation 0.26 5.55

Less: Previous Year Tax - (2.23)

Less: Current Year Tax 0.08 1.18

Profit (Loss) after tax 0.18 6.60

BUSINESS REVIEW

The performance of the company during the year under review has been declined due to lower turnover. During the year company has achieved turnover of Rs. 177.18 Lacs and after tax profit of Rs. 0.18 Lacs against turnover of Rs. 1032.08 Lacs and profit after tax of Rs. 6.60 Lacs in the corresponding previous year.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A separate report on Corporate Governance as stipulated, under Clause 49 of the listing Agreement, with the Stock Exchanges and have implemented all the prescribed requirements.

A certificate from the auditors of the company M/s SNMG & Co; Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report.

DIRECTORS

Your board has a Non-Executive Chairman and the number of Independent Directors is half of the total strength of Directors. The composition of the board is in conformity of Clause 49 of the Listing Agreement.

Your board of directors consist of the following four directors:

1. Mr. Sunil Kumar Agarwal (Chairman and Managing Director);

2. Mr. Amit Agarwal (Executive Director);

3. Mr. Vinod Kumar Jain (Non-Executive Independent Director) and;

4. Mr. Santosh Kumar Yadav (Non-Executive Independent Director),

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

AUDITORS

M/s. SNMG & Co., Chartered Accountants holds office of the Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting is eligible for re-appointment.

The Company has received certificate from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

a. AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956, the Audit Committee has been set up to review the internal audit reports and financial statements at periodic intervals.

The Audit Committee comprises following three members having strong background in financial management-

Mr. Vinod Kumar Jain Chairman (Non-Executive Independent Director)

Mr. Sunil Kumar Agarwal Member (Executive Director)

Mr. Santosh Kumar Yadav Member (Non-Executive Director)

b. INVESTORS/SHAREHOLDERS'' GRIEVANCE COMMITTEE

In pursuance of the provisions of the Listing Agreement, the company has also set up a Shareholders/ Investor''s Grievance Committee to ensure maximum security to the concern of the shareholders. The committee consists of a Non Executive Chairman and other two members of the names as follows: Mr. Amit Agarwal Chairman

Mr. Vinod Kumar Jain Member

Mr. Santosh Kumar Yadav Member

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, no employee was in receipt of remuneration exceeding Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month for any part thereof.

PUBLIC DEPOSITS

The company has not accepted any deposit from public within the meaning of section 58-A of the companies ACT, 1956 read with the companies (Acceptance of Deposits) rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars with respect to conservation of energy, Technology absorption, Foreign Exchange Earnings & outgo as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

APPRECIATION

The Company places on record its deep appreciation of the devoted services of executives and other staff of the company who have contributed in the performance and the Company''s inherent strength. Grateful thanks are also due to the investors, the bankers, business associates & all other stakeholders for their continued support to the company from time to time.

By the Order of the Board

For ASHUTOSH PAPER MILLS LIMITED

Place : Delhi Sd/- Sd/-

Dated: 02/09/2013 (MANAGING DIRECTOR) (DIRECTOR)


Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2010.

BUSINESS REVIEW

The year has ended with a net profit of Rs. 27896.08 as against Net Profit of Rs. 13167105.00 of last year. The Company is exploring alternative avenues for business opportunities and entered into capital markets in current year. The Company is trying its best to keep its expenses in check in spite of inflationary trends and to expand the business of the Company. Baring unforeseen circumstances- we expect better performance in the current year by trading and investing cautiously.

DIVIDEND

In view of accumulated losses, no dividend is being recommended.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A separate report on Corporate Governance as stipulated, under Clause 49 of the Listing Agreement, with the Stock Exchanges and have implemented all the prescribed requirements.

A Certificate from the Auditors of the Company M/S SNMG & Co. confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report.

Listing Status: Your Company is listed on Bombay Stock Exchange, Delhi Stock Exchange, Ahmadabad Stock Exchange and Jaipur Stock Exchange. The company has started trading of its securities on Bombay Stock Exchange from 23.04.2010

BOARD OF DIRECTORS

Following directors have been appointed as Additional Independent Directors. Being eligible they offer themselves for their re-appointment as director. As they are having vast experience & knowledge of Stock Market, the board also recommends their re-appointment:-

1. Mr. Vinod Kumar Jain

2. Mr. Santosh Kumar Yadav

Following directors has resigned from board:-

1. Mr. Atul Kumar Agarwal

2. Mr. Ravish Agarwal

3. Ms. Payal Agarwal

Your board has a Non-Executive Chairman and the number of Independent Directors is half of the total strength of Directors. The composition of the board is in conformity of Clause 49 of the Listing Agreement. Your board of directors consist of the following four directors:-

1. Mr. Sunil Kumar Agarwal (Managing Director);

2. Mr. Amit Agarwal (Chairman and Non- Executive Director);

3. Mr. Vinod Kumar Jain (Non-Executive Independent Director) and;

4. Mr. Santosh Kumar Yadav (Non-Executive Independent Director).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2010 the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS

M/s SNMG & CO., Chartered Accountants holds office of the Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting is eligible for re-appointment.

The Company has received certificate from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above rules, your directors are pleased to give the particulars as prescribed therein in the annexure, which form part of the Directors Report.

a. AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956,

the Audit Committee has been set up to review the internal audit reports and financial statements at

periodic intervals.

The Audit Committee comprises following three members having strong background in financial

management:-

Mr. Vinod Kumar Jain Chairman (Non-Executive Independent Director)

Mr. Amit Agarwal Member (Non-Executive Director)

Mr. Santosh Kumar Yadav Member (Non Executive Independent Director)

b. INVESTORS/SHAREHOLDERS GRIEVANCE COMMITTEE

In pursuance of the provisions of the Listing Agreement, the company has also set up a Shareholders/ Investors Grievance Committee to ensure maximum security to the concern of the shareholders. The committee consists of a Non Executive Chairman and other two members of the names as follows:

Mr. Amit Agarwal Chairman (Non Executive Director)

Mr. Vinod Kumar Jain Member

Mr. Santosh Kumar Yadav Member

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, no employee was in receipt of remuneration exceeding Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month for any part thereof.

PUBLIC DEPOSITS

The company has not accepted any deposit from public within the meaning of section 58-A of the companies ACT, 1956 read with the companies (Acceptance of Deposits) rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to conservation of energy, Technology absorption, Foreign Exchange Earnings & outgo as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

APPRECIATION

The Company places on record its deep appreciation of the devoted services of executives and other staff of the company who have contributed in the performance and the Companys inherent strength. Grateful thanks are also due to the investors, the bankers, business associates & all other stakeholders for their continued support to the company from time to time.

By the Order of the Board For ASHUTOSH PAPER MILLS LIMITED

Sd/- Sd/- (Amit Agarwal) (Sunil Kumar Agarwal) Director Managing Director

Place : New Delhi Dated : 01.09.2010


Mar 31, 2008

The Directors have pleasure in presenting the 20th Annual Report on the, business, operations and financial performance of the company during the financial year ended 31st March 2008.

BUSINESS REVIEW

The year has ended with a net profit of Rs. 19,820,460.08 as against Net Profit of Rs. 25,200,718.50 of last year. The Company is exploring alternative avenues for business! opportunities and entered into capital markets in current year. The Company is trying its best to keep its expenses in check in spite of inflationary trends and to expand the business of the Company. Baring unforeseen circumstances- we expect better performance in the current year by trading and investing cautiously.

DIVIDEND

In view of accumulated losses, no dividend is being recommended.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A separate report on Corporate Governance as stipulated, under Clause 49 of the Listing .Agreement, with the Stock Exchanges and have implemented all the prescribed requirements.

A certificate from the auditors of the company M/S SNMG & CO. confirming compliance Of conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report.

Listing Status: Your Company is listed on Bombay Stock Exchange, Delhi Stock Exchange, Ahmadabad Stock Exchange and Jaipur Stock Exchange. At none of the Exchanges, any trading has been recorded.

BOARD OF DIRECTORS

Your board of directors consist of Mr. Rajendra Aggarwal (C.M.D), Mr. Sanjay Kumar, Aggarwal (Director), Ms. Sangeeta. Rani (Director), Mr. Rakesh Kumar Aggarwal (Director), Mr. Ashok Kumar (Director), Mr. Bal Kishan Sharma (Director)

. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2008 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2008 on a going concern basis.

AUDITORS

M/s SNMG & CO. holds office of the statutory auditors of the company until the conclusion of the ensuing Annual General Meeting is eligible for reappointment.

The company has received certificate from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above rules, your directors are pleased to give the particulars as prescribed therein in the annexure, which form part of the directors reports.

a. AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956, the members of the Committee consist of Mr. Rajendra Aggarwal, Chairman cum Managing Director, Mr. Sanjay Kumar Aggarwal, Director and Mr. Rakesh Kumar Aggarwal, Director.

b. INVESTORS / SHAREHOLDERS GRIEVANCE COMMITTEE

As per the provisions of the Listing Agreement, the members of the Committee consist of Mr. Rajendra Aggarwal, CMD, Mr. Sanjay Kumar Aggarwal, Director and Mr. Rakesh Kumar Aggarwal, Director.

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, no employee was in receipt of, remuneration exceeding Rs 24,00,000/- per annum or Rs 2.00,000/- per month for any part there of.

PUBLIC DEPOSITS

The company has not accepted any deposit from public within the meaning of section 58-A of the companies ACT, 1956 read with the companies (Acceptance of Deposits) rules 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars with respect to conservation of energy, Technology absorption, Foreign Exchange; Earnings & outgo as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

APPRECIATION

The Company places on record its deep appreciation of the devoted services of executives and other staff of the company who have contributed in the performance and the Companys inherent strength. Grateful thanks are also due to the investors, the bankers, business associates & all other stakeholders for their continued support to the company from time to time.

By the Order of the Board For ASHUTOSH PAPER MILLS LIMITED

Place: Delhi (Rajendra Aggarwal) (Sanjay Kumar Aggarwal)

Dated: 20/07/2008 CMD DIRECTOR

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