· Limited will be held on Thursday, 29th day of September, 2016 at 10.30 a.m. at 613/B, Mangal...

14th ANNUAL REPORTTRIO MERCANTILE & TRADING LIMITED

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NOTICE

NOTICE is hereby given that the 14th Annual General Meeting of the Members of Trio Mercantile & TradingLimited will be held on Thursday, 29th day of September, 2016 at 10.30 a.m. at 613/B, Mangal Aarambh,Kora Kendra, Borivali (West), Mumbai - 400092. to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Statement of Profit and Loss for the financial year at 31stMarch 2016, the Balance Sheet as at that date and the Reports of the Directors' and Auditors' thereon.

2. To appoint a Director in place of Mrs. Pallavi Hiren Kothari (DIN: 00050947), who retires by rotation,and being eligible offers herself for reappointment.

3. To consider and if thought fit, to pass with or without modification(s), the following resolution as anOrdinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 and theRules made there under M/s. Koshal and Associates; (FR No.-121233W) Chartered Accountant, beand is hereby re-appointed as the Statutory Auditor of the Company to hold office from the conclusionof this meeting until the conclusion of the next Annual General Meeting of the Company on suchremuneration as shall be fixed by the Board of Directors."

SPECIAL BUSINESS:

4. To consider and if thought fit,to pass with or without modification (s), the Following resolutions as anSpecial Resolution:

"RESOLVED THAT in supersession of the earlier resolutions passed and pursuant to the provisionsof section 180(1)(a) and other applicable provisions if any, of the companies ACT, 2013 including anystatutory modifications or any amendments or any substitution or re-enactment thereof for the timebeing in force and all other applicable ACTS , laws, rules ,regulations ,and guidelines for the timebeing in force; and subject to such terms and conditions as may be imposed by them, consent be andhereby accorded to the Board of Directors of the company, to lease or mortage ,charge or create anysecurity on the whole or substantially the whole of the undertaking of the company including moveableor immoveable properties and assets of the company, to secure the repayment of term loan/financialassistance obtained for business purpose for an amount which shall not at any time exceed Rs. 100Crore (Rupees Hundred Crores Only) for availing credit facilities from various Financial InstitutionsBanks ,and / or Bodies corporate for the company."

"RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorized tovery and/or alter the terms and conditions of the security aforesaid in consultation with the financialinstitutions/banks/other lenders and mortgages as may be necessary.

"RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorized toprepare finalize , and execute in favour of the said financial institution/banks /other lenders thedocuments ,writing ,and such other agreements, as may be necessary and/or expedients in thatbehalf.

5. TO consider and if thought fit, to pass with or without modification (s ),the Following resolutions as aspecial Resolution:

"RESOLVED THAT in supersession of the earlier resolutions passed, the consent of the company beand is hereby accorded in terms of section 180(1)© (and other applicable provisions, if, any ,of thecompanies ACT,2013 to the Board of Directors of the company( hereinafter referred to as "the Board''which term shall be deemed to include any committee thereof )for borrowing from time to time anysum or sums of monies which together with the monies already borrowed by the company (apart fromtemporary loans obtained or to be obtained from the company, bankers in the ordinary course ofbusiness) may exceed the aggregate of the paid-up capital of the company and its free reserves, thatis to say , reserves not set apart for any specific purpose, provided that the total amount so borrowedby the Board shall not at any time exceed Rs.100 Crores (Rupees Hundred Crores Only).

Registered Office:613/B, Mangal Aarambh, Kora Kendra Road,Borivali (West), Mumbai - 400 092.CIN : L51909MH2002PLC136975

Place : MumbaiDate : 01.09.2016

By Order of the Board

Sd/-MEGHA V. TRIVEDI

COMPANY SECRETARY


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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TOATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOTLATER THAN FORTY EIGHT (48) HOURS BEFORE THE MEETING.

Proxies submitted on behalf of limited companies, societies, etc., must be supported byappropriate resolutions/authority, as applicable.

A person can act as proxy on behalf of Members not exceeding fifty (50) and holding inthe aggregate not more than 10% of the total share capital of the Company. In case aproxy is proposed to be appointed by a Member holding more than 10% of the total sharecapital of the Company carrying voting rights, then such proxy shall not act as a proxy forany other person or shareholder.

2. The relevant Explanatory Statement pursuant to section 102 (1) of the Companies Act, 2013,in respect of Special Business at the meeting, is annexed hereto and forms part of thisnotice.

3. A statement giving the relevant details of the Directors seeking re-appointment under ItemNo. 2 of the accompanying Notice, as required by Regulation 36 (3) of the SEBI (ListingObligation and Disclosure Requirements) Regulations, 2015 entered into with the StockExchange is annexed herewith.

4. The Register of Members and Share Transfer Books of the Company will remain closedfrom, 22nd September, 2016 to 29th September, 2016 (both days inclusive).

5. Members are requested to bring their attendance slips duly completed and signed mentioningtherein details of their DP ID and Client ID/ Folio No.

6. In case of joint holders attending the Meeting, only such joint holder who is higher in theorder of names will be entitled to vote at the Meeting.

7. Relevant documents referred to in the accompanying Notice and in the ExplanatoryStatements are open for inspection by the Members at the Company's Registered Officeon all working days of the Company, during business hours up to the date of the Meeting.

8. Corporate Members intending to send their authorized representatives to attend the Meetingpursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company,a certified copy of the relevant Board Resolution together with their respective specimensignatures authorizing their representative(s) to attend and vote on their behalf at the Meeting.

9. The Notice of the AGM along with the Annual Report 2015-16 is being sent by electronicmode to those Members whose e-mail addresses are registered with the Company/Depositories.

10. PROCEDURE AND INSTRUCTIONS FOR E-VOTING

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of theCompanies (Management and Administration) Rules, 2014, and Regulation 44 of the SEBI(ListingObligation and Disclosure Requirements) Regulations, 2015 executed by the company with theBSE, the company is pleased to provide members the facility to exercise their right to vote atthe Annual General Meeting (AGM) by electronic means and the business may be transactedthrough e-voting services provided by Central Depository Services Ltd (CDSL).


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A member may exercise his votes at any General Meeting by electronic means and companymay pass any resolution by electronic voting system in accordance with the Rule 20 of theCompanies (Management and Administration) Rules, 2014.

During the e-voting period, members of the company holding shares either in physical formor dematerialised form, as on the cutoff date i.e., September 22, 2016 may cast their voteselectronically.

Once the vote on a resolution is cast by a shareholder, the shareholder shall not be allowedto change it subsequently. A copy of this notice has been placed on the website of theCompany and the website of CDSL.

M/s. J.B.Wala & Co., Chartered Accountants who is not in employment of the Company,has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair andtransparent manner.

The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count thevotes cast at the Meeting, thereafter unblock the votes cast through remote e-voting in thepresence of at least two witnesses not in the employment of the Company and make notlater than two days of conclusion of the Meeting a consolidated Scrutinizer's report of thetotal votes cast in favour or against, if any, to the Chairman or a person authorized byhim in writing who shall countersign the same.

The Results declared along with the Scrutinizer's Report shall be placed on the Company'swebsite www.triomercantile.com and on the website of CDSL within two (2) days of passingof the resolution at the AGM of the Company and communicated to the BSE.

The process and instructions for e-voting are as under:

(i) The voting period commences on Monday, September 26, 2016 at 9.00 a.m. and endson Wednesday, September 28, 2016 at 5.00 p.m.. During this period, shareholders' ofthe company, holding shares either in physical form or in dematerialized form, as onthe cut-off date of September 22, 2016, may cast their vote electronically. The e-votingmodule shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitledto vote at the venue.

(iii) The Shareholders should log on to the e-voting website www.evotingindia.com

(iv) Click on Shareholders

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registeredwith the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in Demat form and had logged on to www.evotingindia.comand voted on an earlier voting of any company, then your existing password is to beused.

(viii) If you are a first time user follow the steps given below:


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After entering these details appropriately, click on "SUBMIT" tab.

(x) Members holding shares in physical form will then directly reach the Company selectionscreen. However, members holding shares in demat form will now reach 'Password Creation'menu wherein they are required to mandatorily enter their login password in the newpassword field. Kindly note that this password is to be also used by the demat holdersfor voting for resolutions of any other company on which they are eligible to vote, providedthat company opts for e-voting through CDSL platform. It is strongly recommended not toshare your password with any other person and take utmost care to keep your passwordconfidential.

(xi) For Members holding shares in physical form, the details can be used only for e-votingon the Resolutions contained in this Notice.

(xii) Click on the relevant EVSN of Trio Mercantile & Trading Limited on which you choose tovote.

(xiii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same theoption "YES/NO" for voting. Select the option YES or NO as desired. The option YES impliesthat you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolutions.

(xv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmationbox will be displayed. If you wish to confirm your vote, click on "OK", else to change yourvote, click on "CANCEL" and accordingly modify your vote.

(xvi) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify yourvote.

(xvii) You can also take a print of the votes cast by clicking on "Click here to print" option onthe Voting page.

(xviii)If Demat account holder has forgotten the login password then enter the User ID and theimage verification code and click on Forgot Password & enter the details as prompted bythe system.

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (inCapital) (Applicable for both demat shareholders as well as physical shareholders)

l Members who have not updated their PAN with the Company/Depository

Participant are requested to use the first two letters of their name andthe last 8 digits of the demat account/folio number in the PAN field.

l In case the folio number is less than 8 digits enter the applicable numberof 0's before the number after the first two characters of the name inCAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number

1 then enter RA00000100 in the PAN field.

Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) asBank recorded in your demat account or in the company records in order to login.

Details l If both the details are not recorded with the depository or company please enteror Date the number id/folio number in the Dividend Bank details field as mentioned inof Birth instruction (iv).


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ANNEXURE TO ITEMS 2 OF THE NOTICE

Details of Directors seeking re-appointment at the forthcoming Annual General Meeting (in pursuance of Regulation 36 (3) of the SEBI

(Listing Obligation and Disclosure Requirements) Regulations, 2015)

Name of the Director Pallavi Kothari

Director Identification Number (DIN) 00050947

Date of Birth 16.04.1962

Nationality Indian

Date of Appointment on Board 14.08.2014

Qualification B.Com

Shareholding in Trio Mercantile & Trading Limited 37125

List of Directorships held in other Companies Directorship in(excluding foreign, private and Section 8 Companies) Honarable Securities Lt d.

Memberships / Chairmanships of Audit and Stakeholders' NILRelationship Committees across Public Companies

Mrs. Pallavi Kothari is a wife of Mr . Hiren Kothari Managing Director of the Comp any.

(xix) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for

android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple

and Windows phone users can download the app from the App Store and the Windows

Phone Store respectively. Please follow the instructions as prompted by the mobile app

while voting on your mobile.

(xx) Note for Non - Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian

are required to log on to www.evotingindia.comand register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should

be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin

login and password. The Compliance User would be able to link the account(s) for

which they wish to vote on.

• The list of accounts linked in the login should be mailed to [email protected]

and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have

issued in favour of the Custodian, if any, should be uploaded in PDF format in the

system for the scrutinizer to verify the same.

(i) In case you have any queries or issues regarding e-voting, you may refer the Frequently

Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under

help section or write an email to [email protected].


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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

The following explanatory Statement set out all material facts relating to the Special business

mentioned in the accompanying notice.

Item No.: 4 & 5

The company proposes to raise terms loans/financial assistance in near future in view of themeeting its working capital needs. The borrowings of loans from the Banks / Financial Institutionswill require the company to create mortgage/ charge on the whole or substantially the whole

of the undertaking of the company for the purpose of securing financial assistance. Therefore,pursuant to the provisions of section 180 of the companies ACT,2013; shareholders ' approvalis required by way of special resolution in general meeting. Section 180(1) (c ) of the companies

ACT, 2013 providers, inter-alia, that the Board of Directors of the company shall not withoutthe consent of shareholders in the General meeting borrow moneys where the moneys to beborrowed together with the moneys already borrowed by the company ( apart from temporary

loan obtained from the bankers o the company in the ordinary course of business ) exceedingthe aggregate of paid-up capital and free reserves of the company. It is expected that the ceilingmay be exceeded after the acceptance of loans/ financial assistance and therefore, your Directors

place before you the proposal to increases the maximum borrowing limits to Rs.100 Crores(Rupees Hundred Crores ) at any point of time for your approval. Section 180 (1)(a) of thecompanies ACT,2013 providers, inter-alia, that the Board of Directors of the company shall

not,without the consent of shareholders in the general meeting ,sell, lease or the undertakingof the company, or if company owns more than one undertaking ,of the whole , or substantiallythe whole, of any such undertaking. Since the mortgage of the company 's immovable properties

may be regarded as disposal of company's properties/undertaking, consent of the members isbeing sought for the purpose. The Board of Directors accordingly recommends the Resolutionsset out at item Nos.6 and 7 of the accompanying Notice for the approval of the Members.

None of the Directors / key Managerial personnal of the company/ their relatives is, in anyway, concerned or interested, financially or otherwise, in aforementioned resolution(s).


Sd/-MEGHA V. TRIVEDI

COMPANY SECRETARY

Registered Office:613/B, Mangal Aarambh,Kora Kendra Road, Borivali (West),

Mumbai - 400 092.CIN : L51909MH2002PLC136975

Place : MumbaiDate : 01.09.2016


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DIRECTORS' REPORT

To,The Members,Trio Mercantile & T rading Lt d.

Your Directors have pleasure in presenting their 14th Annual Report on the business and operationsof the Company and the accounts for the Financial Year ended March 31, 2016.

1. FINANCIAL RESULTS(Rupees in Lacs)

For the year ended For the year endedMarch 31, 2016 March 31, 2015

Total Income from Operations 1986.06 1393.72Finance Cost 9.57 25.37Depreciation 7.31 7.31Profit before Taxation 6.44 34.06Provisions for Taxes 4.64 8.92Exceptional Items - -Profit after Taxes 1.80 25.14Balance brought forward 919.84 896.17Prior Period Income - -Appropriations - -Profit carried to Balance Sheet 921.64 919.84Earnings per share 0.02 0.08

2. Brief description of the Comp any's working during the year/S tate of Comp any's affair:

The total income from operations was ` 1986.06 Lacs as compared to total income from operationsof ` 1393.72 Lacs during the previous financial year. The Profit was ` 6.44 Lacs as comparedto Profit of ` 34.06 Lacs during the previous financial year.

3. Dividend:

The Directors do not recommend any Dividend for the Financial Year 2015-16.

4. Transfer to Reserves :

Company does not propose to transfer any amount to the General Reserves. An Amount of` 1,79,873/- is proposed to be retained in the statement of Profit & Loss Account.

5. Share Capit al:

During the year under review, there was a change in the share capital structure and the paidup capital of the Company due to scheme of Amalgamation of ARSS Engineering Ltd with theCompany as per order of the Hon'ble High Court of Bombay approved the scheme of amalgamationARSS Engineering Limited with Company. Authorised Share Capital of the Company increasedfrom ` 6,10,00,000/- to Rs.21,10,00,000/- and paid up share capital from ` 5,58,32,750/- to` 11,64,62,750/-. During the year under review, the Company has not issued shares with differentialvoting rights, sweat equity shares and shares under Employees Stock Option Scheme.

6. Directors and Key Managerial Personnel:

In accordance with the provisions of the Act and the Articles of Association of the Company Mrs.Pallavi Hiren Kothari Director retire by rotation at the forthcoming Annual General Meeting andbeing eligible, offer herself for reappointment.

Details of resignation of Directors during the year : Mr. Chandraprakash Chaturvedi resigned ason 27.07.2015 and Mr. S. S. Merchant resigned as on 02.11.2015.


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The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet criteria of independence as prescribed both the act and SEBI (ListingObligation and Disclosure Requirements) Regulations, 2015.

7. Particulars of Employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) ofthe Act read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 are provided in the Annual Report is annexed as (Annexure-I)

None of the employee was drawing remuneration in excess of the limits set out in the In termsof the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised,the Annual Report excluding the aforesaid information is being sent to the members of theCompany. 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 to theCompany at the registered office of the Company and the same will be furnished on request.

8. Meetings:

During the year eight Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act, 2013.

9. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI(Listing Obligation and DisclosureRequirements) Regulations, 2015, the Board has carried out an annual performance evaluationof its own performance, the directors individually as well as the evaluation of the working of itsAudit, Nomination & Remuneration Committees.

The manner in which the evaluation has been carried out is explained as follows:-

The Independent Directors of the Company, at their meeting (without the attendance of Non -Independent Directors and members of management), reviewed the performance of the Boardas a whole and the Board Committee and also evaluated the performance of Non-IndependentDirectors and the Board of the Company taking into account the views of Executive Directors andNon -Executive Directors and based on attendance record and intensity of participation atmeetings, quality of interventions, special contributions and interpersonal relationships with otherDirectors and management .

10. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee frameda policy for selection and appointment of Directors, Senior Management and their remuneration.Annexure- II

11. Auditors:

The Board proposes the re-appointment of M/s Koshal & Associates, Chartered Accountants,Mumbai as Statutory Auditors, based on the recommendations of the Audit Committee, to holdoffice from the conclusion of the ensuing Annual General Meeting till the conclusion of the nextAnnual General Meeting.

The Company has received letter from him to the effect that his re-appointment, if made, wouldbe within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they arenot disqualified for re-appointment.


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Resolutions seeking your approval on these items are included in the Notice convening the AnnualGeneral Meeting. Members are requested to consider the appointment of M/s. Koshal &Associates, Chartered Accountant, Mumbai, for the current year, on a remuneration to be decidedby the Board of Directors.

12. Auditors' Report:

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarksin their report are self-explanatory and do not call for any further comments.

13. Secret arial Audit Report :

In terms of Section 204 of the Act and Rules made there under, M/s. H. P. Sanghvi & Co. CompanySecretaries, Practicing Company Secretary have been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure IV to this report. Thereport is self-explanatory and our reply to the comments are as follows:-

Filling of form MGT-15 was inadvertently pending from the side of the company. We have compliedthe same on 01.09.2016 by filling of form MGT-15 with RDC.

14. Vigil Mechanism/Whistler Bowler Policy :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism/ Whistler BowlerPolicy for directors and employees to report genuine concerns has been established. The VigilMechanism Policy/ Whistler Bowler Policy has been uploaded on the website of the Companyat http://www.triomercantile.com under http://www.triomercantile.com/Policy_Code.aspx

15. Risk Management Policy:

The Company has framed a Risk Management Policy to identify and access the key businessrisk areas and a risk mitigation process.

A detailed excise is being carried out that the organization faces such as strategic, financial, credit,market, liquidity, legal, regulatory and other risks. The Board periodically reviews the risks andsuggests steps to be taken to control and mitigate the same through a properly defined framework.

16. Extract of Annual Return:

As required pursuant to section 92(3) oftheCompaniesAct,2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a partof this Annual Report as ANNEXURE IV .

17. Material changes and commitment s, if any , affecting the financial position of the comp anywhich have occurred between the end of the financial year of the comp any to which thefinancial st atement s relate and the date of the report

There is no material changes and commitments, affecting the financial position of the companywhich have occurred between the end of the financial year of the company to which the financialstatements relate and the date of the report.

18. Adequacy of Internal Financial Controls :

The Company has adequate internal financial controls in place with reference to financialstatements. These are continually reviewed by the Company to strengthen the same whereverrequired. The internal control systems are supplemented by internal audit carried out by an InternalAuditor and Statutory Auditor and periodical review by management. The Audit Committee of theBoard addresses issues if any, raised by both, the Internal Auditors and the Statutory Auditors.

19. Deposit s:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 73and other applicable provisions, if any, of the Companies Act, 2013 and the necessary rules madethere under during the year ended 31st March, 2016.

20. Particulars of loans, guarantees or investment s under section 186:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section186 of the Act are given in the notes to the Financial Statements.


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21. Particulars of contract s or arrangement s with related p arties:

The particulars of every contract or arrangements entered into by the Company with related partiesreferred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm'slength transactions under third proviso thereto shall be disclosed in Form No. AOC-2. AsAnnexure V

22. Corporate Governance Certificate:

The Compliance certificate from the auditors regarding compliance of conditions of corporategovernance as stipulated in SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015 shall be annexed with the report.

23. Management Discussion And Analysis:

The Management Discussion and Analysis forms part of this Annual Report for the year ended31st March, 2016.

24. Disclosures:

Audit Committee:

Due to resignation of Mr. Chandraprakash Chaturvedi from the directorship of the Company duringthe year it is necessary to reconstitute the Audit Committee of Directors. Audit Committeecomprises of Mr. Jayesh Gandhi , Mr. Dilip Parekh and Mr. Hiren Kothari. All the recommendationsmade by the Audit Committee were accepted by the Board.

25. Obligation Of Comp any Under The Sexual Harassment Of W omen At Workplace (Prevention,Prohibition And Redressal) Act, 2013:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition& Redressal) Act, 2013 ('Act') and Rules made there under, your Company has constituted InternalComplaints Committees (ICC). During the year Company has not received any complaint ofharassment.

26. Conservation Of Energy , Technology Absorption And Foreign Exchange Earnings And Outgo

The information as prescribed under Section 134(3) (m) of the Companies Act, 2013, read withthe Companies (Accounts) Rules, 2014 is as follows:

A. Conservation Of Energy:

The operations of your Company are not energy-intensive. However, adequate measureshave been taken to ensure that there is optimum utilization of energy with no wastage, asfar as possible.

B. Technology Absorption And Research & Development:

Your Company develops software to provide efficient Business Process Outsourcing servicesto its customers. The systems team of your Company does continuous research anddevelopment for up gradation of the software, in order to provide better services to its clientele.Your Company also develops software products to process the data required for providingservices to its customers.

Your Company takes efforts to adapt latest technology and techniques, which helps it to bein competition.

27. Human Resources:

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on anongoing basis. A number of programs that provide for the motivation of the employees.


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28. Directors' Responsibility S tatement:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134of the Companies Act, 2013, shall state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profit andloss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls tobe followed by the company and that such internal financial controls are adequate and wereoperating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

29. Acknowledgement s

An acknowledgement to all with whose help, cooperation and hard work the Company is able toachieve the results.


JAYESH GANDHICHAIRMAN

Registered Office:613/B, Mangal Aarambh,Kora Kendra Road, Borivali (West),Mumbai - 400 092.CIN : L51909MH2002PLC136975

Place : MumbaiDate : September 1st, 2016

ANNEXURE INDEX

Annexure Content

i. Particulars of Employee

ii. Remuneration Policy

iii. MR-3 Secretarial Audit Report

iv. Annual Return Extracts in MGT 9

v. FORM NO. AOC - 2 Particulars of contracts/ arrangements made with related parties


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ANNEXURE I

Statement of Disclosure of Remuneration

Statement of disclosure of remuneration under Section 197 of Comp anies Act, 2013 and Rule5 (1) of Comp anies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(i) The ratio of the remuneration of each director to the median remuneration of the employeesof the company for the financial year 2015-16 12.63%,

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, ChiefExecutive Officer, Company Secretary or Manager, if any, in the financial year 2015-16 Nil;

(iii) The percentage increase in the median remuneration of employees in the financial year :2.51%

(iv) The company had 7 permanent employees on the rolls of company as on March 31, 2016;

(v) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentile increasein the managerial remuneration and justification thereof and point out if there are anyexceptional circumstances for increase in the managerial remuneration 2.51%;

(vi) It is hereby affirm that the remuneration paid is as per the remuneration policy of the company.

ANNEXURE II

REMUNERATION POLICY

Remuneration Policy of Trio Mercantile & Trading Ltd is designed to attract, motivate andretain manpower in a competitive environment considering qualification, positive attribute,integrity and integrity and independence and guided by the common reward frameworkand set of principles and objectives.

Remuneration policy has been prepared pursuant to the provisions of Section 178(3) of theCompanies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015. In case of any inconsistency between the provisions of Law and this remunerationpolicy, the provisions of Law shall prevail and the Company shall abide by the applicableLaw. While formulating this policy, the Nomination and Remuneration Committee has consideredthe factors laid down under Section 178(4) of the Act, which are as under:

(a) The level and composition of remuneration is reasonable and sufficient to attract, retainand motivate directors of the quality required to run the Company Successfully;

(b) Relationship of remuneration to performance is clear and meets appropriate performancebenchmarks; and

(c) Remuneration to directors, key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its goals.

Remuneration for independent directors and non independent nonexecutive directors

Independent directors ("ID") and non-independent non executive directors ("NED") may bepaid sitting fees (for attending the meetings of the Board and of committees of which theymay be members) and commission within regulatory limits.


13

Within the parameters prescribed by law, the payment of sitting fees and commission willbe recommended by the Nomination and Remuneration Committee and approved by theBoard.

Overall remuneration (sitting fees and commission) should be reasonable and sufficient toattract, retain and motivate directors aligned to the requirements of the company (takinginto consideration the challenges faced by the company and its future growth imperatives).

Overall remuneration should be reflective of size of the company, complexity of the sector/industry/ company's operations and the company's capacity to pay the remuneration.

Overall remuneration practices should be consistent with recognized best practices.

Quantum of sitting fees may be subject to review on a periodic basis, as required.

The aggregate commission payable to all the NEDs and IDs will be recommended by theNRC to the Board based on company performance, profits, return to investors, shareholdervalue creation and any other significant qualitative parameters as may be decided by theBoard.

The NRC will recommend to the Board the quantum of commission for each director basedupon the outcome of the evaluation process which is driven by various factors includingattendance and time spent in the Board and committee meetings, individual contributions atthe meetings and contributions made by directors other than in meetings.

In addition to the sitting fees and commission, the company may pay to any director suchfair and reasonable expenditure, as may have been incurred by the director while performinghis/ her role as a director of the company. This could include reasonable expenditureincurred by the director for attending Board/ Board committee meetings, general meetings,court convened meetings, meetings with shareholders/ creditors/ management, site visits,induction and training (organized by the company for directors) and in obtaining professionaladvice from independent advisors in the furtherance of his/ her duties as a director.

Remuneration for managing director ("MD")/ executive directors ("ED")/ KMP/ rest of theemployees

The extent of overall remuneration should be sufficient to attract and retain talented andqualified individuals suitable for every role. Hence remuneration should be Market competitive,driven by the role played by the individual, reflective of size of the company, complexity ofthe sector / industry / company's operations and the company's capacity to pay, consistentwith recognized best practices and Aligned to any regulatory requirements.

In terms of remuneration mix or composition,

The remuneration mix for the MD / EDs is as per the contract approved by the shareholders.In case of any change, the same would require the approval of the shareholders.

Basic / fixed salary is provided to all employees to ensure that there is a steady incomein line with their skills and experience.

In addition to the basic / fixed salary, the company provides employees with certain perquisites,allowances and benefits to enable a certain level of lifestyle and to offer scope for savingsand tax optimization, where possible.


14

The company provides retirement benefits as applicable.

In addition to the basic / fixed salary, benefits, perquisites and allowances as providedabove, the company may provide MD / EDs such remuneration by way of commission,calculated with reference to the net profits of the company in a particular financial year, asmay be determined by the Board, subject to the overall ceilings stipulated in Section 197of the Act. Also Company may provide annual incentive remuneration/ performance linkedbonus subject to the achievement of certain performance criteria and such other parametersas may be considered appropriate from time to time by the Board.

The specific amount payable to the MD/ EDs would be based on performance as evaluatedby the Board or the NRC and approved by the Board.

The Company may provide the rest of the employees a performance linked bonus. Theperformance linked bonus would be driven by the outcome of the performance appraisalprocess and the performance of the Company.

Policy implement ation

The NRC is responsible for recommending the remuneration policy to the Board. The Boardis responsible for approving and overseeing implementation of the remuneration policy..

ANNEXURE III

Form No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,TRIO MERCANTILE AND TRADING LIMITED613/B, Mangal Aarambh, Near Mc Donalds,Korakendra, Off S.V.Road, Borivali (W),Mumbai-400092

We have conducted the secretarial audit of the compliance of applicable statutory provisionsunder the Companies Act, 2013, regulations laid down by the Securities and Exchange Boardof India(SEBI), Foreign Exchange Regulations and other applicable laws listed hereinbelow andthe adherence to good corporate practices by TRIO MERCANTILE AND TRADING LIMITED(hereinaftercalled the "Company") for the audit period covering the financial year ended on 31st March,2016. Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the company's books, papers, minute books, forms and returns filedand other records maintained by the company and also the information provided by the Company,its officers, agents and authorized representatives during the conduct of secretarial audit, wehereby report that in our opinion, the company has, during the audit period covering the financialyear ended on 31st March 2016, generally complied with the statutory provisions listed hereunderand also that the Company has proper Board-processes and compliance-mechanism in placeto the extent, in the manner and subject to the reporting made hereinafter:


15

1. We have relied on and examined the books, papers, minute books, forms and returns filedand other records maintained by the Company and made available at its Registered officefor the financial year ended on 31st March 2016, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder and the CompaniesAct,1956, to the extent it is applicable.

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 2011;

(b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,1992(effective upto 14th May 2015) and the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations, 2015 (effective from 15th May 2015)

(c) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations, 2015 (effective from 1st December, 2015)

2 There were no actions/ events in pursuance of following Regulations of SEBI requiringcompliance thereof by the Company during the period under review:

(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009

(b) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations, 2014;

(c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009;

(d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share TransferAgents) Regulations, 1993 regarding the Companies Act and dealing with client

3 Provisions of Foreign Exchange Management Act,1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment, External Commercial Borrowings andOverseas Direct Investment were not attracted during the year under review.

4 Based on the information provided and review of the Compliances Report of ManagingDirector taken on record by the Board of the Company and also relying onthe representationmade by the Company and its Officers, in our opinion adequate system and process existsin the company to monitor and ensure compliances with the provisions of general and thereare no Laws and Regulations applicable specifically to the Company having regard to thesector/industry of the company as identified and confirmed by the management.


16

5 We have also examined compliance of the following to the extent applicable.

(i) Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and GeneralMeetings (SS-2) issued by The Institute of Company Secretaries of India (effective from1st July, 2015); under the provisions of Companies Act, 2013; and

(ii) The Listing Agreement entered into by the Company with Stock Exchanges(s)(effectiveunto 30th November 2015) ; and

During the period under review the Company has generally complied with the provisions of theAct, Rules, Regulations, Guidelines and Standards mentioned above and there are no materialnon-compliances that have come to our knowledge except

1. Non-Filling of e-Form MGT-15 stating thereport on Annual GeneralMeetingheld on 29thSeptember 2015, as required under section 121(1) of the Companies Act,2013 read withRule 31(2) of Companies (Managementand Administration) Rules, 2014.

We further report that compliances of finance and tax laws and maintenance of financial recordsand books of accounts has not been reviewed in this Audit since the same have been subjectto review by statutory Auditors and other designated professionals.

We further report that:

1. The Board of Directors of the Company is duly constituted with proper balance of ExecutiveDirectors, Non-Executive Directors and Independent Directors.No changes in the compositionof the Board of Directors took place during the financial year under report

2. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailednotes on agenda were sent at least seven days in advance, and a system exists for seekingand obtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.

3. As per the minutes of the meeting duly recorded and signed by the Chairman,the decisionsof the Board were unanimous and no dissenting views have been recorded.

We further report that there are adequate systems andprocesses in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws, rules, regulations and guidelines.

We further report that during the audit period,the Company has received the Order of Hon'bleHigh Court of Bombay dated 21st November, 2015 approving the scheme of arrangement betweenARSS Engineering Limited and Trio Mercantile and Trading Limited.

H. P. SANGHVI & COMPANYCOMPANY SECRETARIES

Date: 10th August, 2016 Sd/-Place: Mumbai. HARESH SANGHVI

FCS 2259/CoP No. 3675

Note: This report is to be read with our letter of even date which is annexed asANNEXURE-A and forms an integral part of this report.


17

ANNEXURE- A

To,

The Members,TRIO MERCANTILE AND TRADING LIMITED613/B, Mangal Aarambh, Near Mc Donalds,

Korakendra, Off S.V.Road, Borivali (W),Mumbai-400092

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of the Company. Ourresponsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable

assurance about the correctness of the contents of the secretarial records. The verification wasdone on test basis to ensure that correct facts are reflected in secretarial records. We believethat the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books ofAccounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance oflaws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations,

standards is the responsibility of management. Our examination was limited to the verification ofprocedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company

nor of the efficacy or effectiveness with which the management has conducted the affairs of theCompany.

H. P. SANGHVI & COMPANYCOMPANY SECRETARIES

Date: 10th August, 2016 Sd/-

Place: Mumbai. HARESH SANGHVI FCS 2259/CoP No. 3675


18

ANNEXURE IVEXTRACT OF ANNUAL RETURN

As on financial year ended 31.03.2016 Pursuant to Section 92(3) of the Companies act, 2013 read with

[The Companies (Management and Administration) Rules, 2014] FORM NO. MGT-9

A.REGISTRATION AND OTHER DETAILS :

CIN:- L51909MH2002PLC136975 Registration Date: 26th August ,2002 Name of the Company: Trio Mercantile & Trading Ltd Category / Sub-Category of the Company Public Limited Company Address of the Registered office and contact details: 613/B, Mangal aarambh, Near Mc Donalds, Kora Kendra,

Borivali (West), Mumbai - 400092, Maharashtra Whether listed company Yes Name, Address and Contact details of Registrar and Transfer Agent, if any

Sharex Dynamic (India) Pvt. Ltd , Unit-1 , LutharaInd. Premises, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai - 400072

B. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

Sr. No.

Name and Description of main products / services

NIC Code of the Product / service% to total turnover of the company

% to total turnover of the company

a. Trading of Marbel 6830 92.9 b. Professional Fees 9420 3.93 c. d.

C. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.

Name and address of the company CIN/GLN Holding/Subsidiary/Associate % of shares held

a. Nil D. SHARE HOLDING PATTERN i) Category-wise Share Holding

Category of

Shareholders

No. of Shares held at the beginning of the year 01/04/2015

No. of Shares held at the end of the year 31/03/2016

% Change during

the year Demat Physical % of Total Shares Demat Physical Total % of Total

Shares A. PROMOTER'S (1). INDIAN (a). individual 610995 - 10.943 610995 - 610995 5.246 -5.697 (b). Central Govt. - - - - - - - (c). State Govt(s). - - - - - - - - (d). Bodies Corpp. 108075 - 1.936 768075 0 768075 6.595 4.659 (e). FIINS / BANKS. - - - - - - - - (f). Any Other - - - - - - - - Sub-total (A) (1): - 719070 - 12.879 1379070 - 1379070 11.841 -1.038 (2). FOREIGN (a). Individual NRI / For Ind - - - - - - - - (b). Other Individual - - - - - - - - (c). Bodies Corporates - - - - - - - - (d). Banks / FII - - - - - - - - (e). Qualified Foreign Investor - - - - - - - -

(f). Any Other Specify - - - - - - - - Sub-total (A) (2): - - - - - - - - - Total shareholding of Promoter (A) = (A)(1)+(A)(2)

719070 - 12.879 1379070 - 1379070 11.841 -1.038


19

(B) (1). PUBLIC SHAREHOLDING

(a). Mutual Funds - - - - - - - - (b). Banks / FI 3300 - 0.059 3300 - 3300 0.028 -0.031 (c). Central Govt. - - - - - - - - (d). State Govt. - - - - - - - - (e). Venture Capital Funds - - - - - - - - (f). Insurance Companies - - - - - - - - (g). FIIs - - - - - - - - (h). Foreign Venture Capital Funds - - - - - - - - (i). Others (specify) - - - - - - - - Sub-total (B)(1): - 3300 - 0.059 3300 - 3300 0.028 -0.031 2. Non-Institutions (a). BODIES CORP. (i). Indian 116565 1650 2.117 1190223 1650 1191873 10.234 8.117 (ii). Overseas - - - - - - - - (b). Individuals - - - - - - - - (i) Individual shareholders holding nominal share capital upto Rs.1 lakh 1549858 55622 28.755 1833642 54522 1888164 16.213 -12.542 (ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh 3021938 95095 55.828 7098868 85000 7183868 61.684 5.856 (c). Other (specify) Non Resident Indians - - - - - - - - Overseas Corporate Bodies - - - - - - - - Foreign Nationals - - - - - - - - Clearing Members 20177 - 0.361 - - - - -0.361 Trusts - - - - - - - - Foreign Boodies - D R - - - - - - - - Sub-total (B)(2): - 4708538 152367 87.061 10122733 141172 10263905 88.131 1.07 Total Public Shareholding (B)=(B)(1)+ (B)(2)

4711838 152367 87.120 10126033 141172 10267205 88.159 1.039

C. Shares held by Custodian for GDRs & ADRs

- - 0.000 - - - 0.000 -

Grand Total (A+B+C) 5430908 152367 100.00 11505103 141172 11646275 100.00 -

(ii) Shareholding of Promoters

Sr. No.

Shareholder’s Name

Shareholding at the beginning of the year 01/04/2015

Share holding at the end of the Year 31/03/2016

%

change in

share holding

during the year

No. of Shares

% of total Shares of

the company

% of Shares

Pledged / encumbered to total shares

No. of Shares


the company

%of Shares

Pledged / encumbered to total shares

1. SHANTILAL TRIBHOVANDAS KOTHARI 5005 0.090 5005 0.043 -0.047

2. GAPARIK TRADE & FINANCE RESOURCES P 1375 0.025 1375 0.012 -0.013

3. ADILNATH FINANCE PVT.LTD. 106700 1.911 106700 0.916 -0.995

4. HIREN S KOTHARI 466235 8.351 466235 4.003 -4.348

5. PALLAVI HIREN KOTHARI 37125 0.665 37125 0.319 -0.346

6. CHETNA CHETAN KOTHARI 50985 0.913 50985 0.438 -0.475

7. KHYATI RITESH SANGHAVI 20680 0.370 20680 0.178 -0.192

8. MANAN HIREN KOTHARI 26840 0.481 26840 0.230 -0.251

9. KHUSBOO HIREN KOTHARI 2200 0.039 2200 0.019 -0.020

10. FORAM CHETAN KOTHARI 385 0.007 385 0.003 -0.004

11. MANJULA SHANTILAL KOTHARI 1540 0.028 1540 0.013 -0.015

12. SKY SCRAPER PROPERTIES P LTD - - 660000 5.667 -5.667


20

(iii) Change in Promoters’ Shareholding (please specify, if there is no change) - N.A.

Sr. No.


Shareholding at the beginning of the year

01/04/2015

Share holding at the end of the Year 31/03/2016

% of total

Shares of the

company


the company

Date Increasing / Decreseing in shareholding

Reson No. of Shares

1 N.A. -Closing Balance

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No.



the company

Date Increasing / Decreseing in shareholding

Reson No. of Shares

% of total

Shares of the

company

1 DEEPAK HARLALKA 1.432 01/04/2015 - - - -Closing Balance 0.687 31/03/2016 - 79957 0.687

2 CHANDRAPRAKASH CHATURVEDI 0.985 01/04/2015 - - - -Closing Balance 0.472 31/03/2016 - 55000 0.472

3 RASEELA N DADIA 1.303 01/04/2015 - - - - 25/12/2015 -3600 Transfer 69165 0.594 - 31/12/2015 -10000 Transfer 59165 0.508 - 08/01/2016 -25 Transfer 59140 0.508 -Closing Balance 0.508 31/03/2016 - 59140 0.508

4 MANISH BABULAL SHAH 1.343 01/04/2015 - - - - 17/04/2015 -1000 Transfer 74000 1.325 -Closing Balance 0.635 31/03/2016 - 74000 0.635

5 DEEPAK SARDA 0.747 01/04/2015 - - - - 05/06/2015 47507 Transfer 89219 1.598 -Closing Balance 0.766 31/03/2016 - 89219 0.766

6 BINA RAJAN BHAGAT 1.139 01/04/2015 - - - -Closing Balance 0.546 31/03/2016 - 63574 0.546

7 SURESHBHAI SHAMJIBHAI DAKHARA 5.535 01/04/2015 - - - -Closing Balance 2.654 31/03/2016 - 309050 2.654

8 JIVRAJBHAI KARSHANBHAI DAKHRA 3.516 01/04/2015 - - - -Closing Balance 1.685 31/03/2016 - 196295 1.685

9 RAMESHBHAI R DAKHARA 4.163 01/04/2015 - - - -Closing Balance 1.996 31/03/2016 - 232430 1.996 10 SANTOSH SARDA 1.409 01/04/2015 - - -

-Closing Balance 0.675 31/03/2016 - 78645 0.675 11 MANISH SARDA 1.598 01/04/2015 - - -

0 05/06/2015 -47507 Transfer 41712 0.747 -Closing Balance 0.358 31/03/2016 - 41712 0.358


21

(v) Shareholding of Directors and Key Managerial Personnel:

HIREN KOTHARI Shareholding at the beginning of the year 01/04/2015

Cumulative Shareholding during the year 31/03/2016

Sr. No. Particulars No. of shares % of total share s of the company

No. of shares % of total shares of the company

At the beginning of the year 466235 8.351 At the End of the year 466235 4.003

PALLAVI HIREN KOTHARI Shareholding at the beginnin g of the year 01/04/2015





PALLAVI HIREN KOTHARI Shareholding at the beginnin g of the year 01/04/2015





V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

73,96,881 1,18,356 - 75,15,237

Total (i+ii+iii) 73,96,881 1,18,356 - 75,15,237 Change in Indebtedness during the financial year • Addition • Reduction

-16,339 2,45,75,856 -

2,45,59,517

Net Change -16,339 2,45,75,856 2,45,59,517 Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not

73,80,542 2,46,94,212

- 3,20,74,754

Total (i+ii+iii) 73,80,542 2,46,94,212 - 3,20,74,754

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PE RSONNEL A. Remuneration to Managing Director, Whole-time Di rectors and/or Manager:

Sr. No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount Hiren Kothari S. S. Merchant

1 Gross salary 300000 40000 340000

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

2 Stock Option Nil Nil Nil 3 Sweat Equity Nil Nil Nil 4 Commission Nil Nil Nil - as % of profit Nil Nil Nil - others, specify… Nil Nil Nil

5 Others, please specify Nil Nil Nil Total (A) Nil Nil Nil Ceiling as per the Act


22

B. Remuneration to other directors:

Sr. No. Particulars of Remuneration Name of Directo rs Manager Total Amount 1. Independent Directors - -

• Fee for attending board / committee meetings Jayesh Gandhi Dilip Parekh Chandraprakash Chaturvedi

9,000 9,000 1,000

• Commission NIL • Others, please specify NIL Total (1) 19,000 2. Other Non-Executive Directors - - • Fee for attending board / committee meetings Pallavi Kothari 9,000 • Commission NIL • Others, please specify NIL Total (2) 9,000 Total (B)=(1+2) 28,000 Total Managerial Remuneration 28,000

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr. No.

Particulars of Remuneration

Key Managerial Personnel

CFO Company Secretary

CFO Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

Nil Nil Nil Nil

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Nil Nil Nil Nil (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 Nil Nil Nil Nil

2 Stock Option Nil Nil Nil Nil 3 Sweat Equity Nil Nil Nil Nil

4 Commission - as % of profit - others, specify…

Nil Nil Nil Nil

Others, please specify Nil Nil Nil Nil Total Nil Nil Nil Nil

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description Details of Penalty / Punishment / Compounding fees imposed

Authority [RD / NCLT/ COURT]

Authority [RD / NCLT/ COURT]

Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding C. OTHER OFFICERS IN DEFAULT Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil


23

ANNEXURE V

FORM NO. AOC - 2

Particulars of contract s/ arrangement s made with related p arties

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of theComp anies (Account s) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered in to by the Company with relatedparties reffered to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm'slanghth transaction under third provision is given below :

1. Details of contracts or arrangements or transactions not at Arm's length basis :

Sr.No. Particulars Details

a. Name(s) of the related party & nature of relationship

b. Nature of contracts /arrangements/transaction

c. Duration of the contracts/arrangements/transaction

d. Salient terms of contracts or arrangements or transaction

e. Justification for entering into such contracts or arrangements ortransactions

f. Date of approval by the Board

g. Amount paid as advances, if any

h. Date on which the special resolution was passed in General meetingas required under first provision to section 188

2. Details of Material contracts or arrangements or transactions at Arm's length basis :

Sr.No. Particulars Details

a. Name(s) of the related party

b. Nature of relationship

c. Nature of contracts /arrangements/transaction

d. Duration of the contracts/arrangements/transaction

e. Salient terms of contracts or arrangements or transaction

f. Justification for entering into such contracts or arrangements ortransactions

g. Date of approval by the Board

h. Amount incurred during the year (rs.in lakhs)


Hiren KothariManaging Director(DIN : 00050830)

NIL

NIL


24

MANAGEMENT DISCUSSION ANALYSIS REPORT

The Economy is witnessing revival & improvement considerably. Macro factors are helping country

to a great extent. Fall in crude oil price of commodities price have huge impact on foreign

exchange reserves which is highest at the moment.

Inflation :

Government steps are keeping inflation in control. During last two years there was deficit in

rainfall throughout the country. During the current year there is ample rainfall and there is forecast

that country will have surplus rainfall. It Will help Government to further control inflation.

Global Event s :

There was fear that due to BREXIT there will be negative impacts on world economy. However

that fear was exaggerated and the world is seeing stable growth and specially in USA the economy

is on rapid growth with employment data very satisfactory.

Government Policies :

Government has been very active in reforms and specially the gates of the country are now

widely opened for FDI (Foreign Direct Investments).

The country is receiving good amount of money through this route India is the only country

which has shown to the world that it is on the road of growth. Investors are also very bullish

& in coming days the country will continue to attract foreign investments.

Passage of GST Bill :

After almost a decade government has successfully pass the GST bill in both parliament.

According to experts it is the biggest tax reforms by government. Even the world has

acknowledged the strength of Indian democracy in passing GST bill unanimously. It will have

long lasting effect on the economy. Our GDP growth will increase by almost 2% due to simple

tax structure.


25

REPORT ON CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) 2015, a separate Report on Corporate Governanceis given below for the financial year ended on March 31, 2016 along with certificate of Auditors of theCompany.

COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Your Company conducts its affairs in a fair, transparent and professional manner. Your Company hasalways followed fair business and corporate practices. The Company believes that adherence of goodcorporate governance is a milestone for survival and long term growth.

1. BOARD OF DIRECTORS

a. Composition:

The Board of Directors consists of professionals drawn from diverse fields. The majority ofDirectors on the Board are Non Executive Directors. The day-to-day management is conductedby the Managing Director. The office of the Managing Director is subject to the supervision andcontrol of the Board of Directors of the Company. As on 31st March 2016, the Board comprisesof 6 Directors whose composition is given below:

None of the Directors on the Board is a Member of more than ten committees and Chairman of more than fivecommittees across all Companies in which they are Directors.Only Memberships of Audit Committee and Shareholders' & Investors' Grievance Committees are considered.* Excludes Alternate Directorships, Directorship in Indian Private Limited Companies and Foreign Companies

and Membership of Managing Committees of various bodies.** Mr. Chandraprakash Chaturvedi ceased to be a director with effect from 27th July, 2015.*** Mr. S. S. Merchant ceased to be a Director with effect from 2nd November, 2015

b. Details of Meetings Held:

During the financial year 2015-2016 8 (Eight) Board Meetings were held viz.21st May, 2015,14thAugust, 2015, 3rd September , 2015, 11th November , 2015, 13th November, 2015 , 9thDecember , 2015, 13th February, 2016, and 21st March, 2016.

The attendances of the Directors as required by the Listing Agreement at these meetings are given below :

Sr.

No.

1 Mr. Hiren Kothari Promoter, Executive 2 - -

2 Mr. Jayesh Gandhi Independent - Non Executive 1 - 2

3 Mr. Chandraprakash

Chaturvedi ** Independent - Non Executive 1 - -

4 Mr. Dilip Parekh Independent - Non Executive - - -

5 Mr. S.S. Merchant *** Executive - - -

6 Mrs. Pallavi Hiren Kothari Non Independent - Non Executive 1 - -

Name of the Director Category of Directorship Directorship in

other

Companies (*)

No. of Committee positions held

(Other than Trio Mercantile and

Trading Limited)

Chairman Member

Name of the Director Designation Attendance in Presence inBoard Meetings last Annual

during 2015-2016 General MeetingMr. Hiren Kothari Managing Director 8 YesMr. Jayesh Gandhi Director 8 Yes

Mr. ChandraprakashChaturvedi Director 1 No

Mr. Dilip Parekh Director 8 No

Mr. S.S.Merchant Director 1 No

Mrs. PallaviHiren Kothari Director 8 Yes


26

Name of the Director Position CategoryMr. Jayesh Gandhi Chairman Independent, Non ExecutiveMr. Hiren Kothari Member Promoter, ExecutiveMr. Dilip Parekh Member Independent, Non Executive

b. MEETING AND ATTENDANCE DURING THE YEAR

During the year, four Audit Committee meetings were held viz; 21st May, 2015, 14th August 2015,13th November, 2015 and 13th February, 2016.

c. Board Procedure:

A detailed agenda is sent to each Director in advance of Board Meetings. The Board membersare free to recommend inclusion of any matter in the agenda for discussion. To enable the Boardto discharge its responsibilities effectively, the Managing Director apprises the Board at everymeeting of the overall performance of the Company.

2. BOARD EVALUATION MECHANISM

Pursuant to provisions of the Companies Act, 2013 and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) 2015 ("SEBI Listing Regulations"), the Boardhas carried out its own performance evaluation. The Nomination and Remuneration Committeeassessed and discussed the performance of the Board.

The Independent Directors of the Company, at their meeting (without the attendance of Non -Independent Directors and members of management), reviewed the performance of the Boardas a whole and the Board Committee and also evaluated the performance of Non-IndependentDirectors and the Board of the Company taking into account the views of Executive Directors andNon -Executive Directors and based on attendance record and intensity of participation atmeetings, quality of interventions, special contributions and interpersonal relationships with otherDirectors and management .

3. AUDIT COMMITTEE

a. Composition:

As on 31st March, 2016 Audit Committee comprises of Three Directors, two of whom are NonExecutive and Independent Directors and one Director who is Promoter and Executive Director.All the Directors possess knowledge of corporate finance, accounts and company law. AnIndependent, Non Executive Director acts as Chairman of the Committee Meetings. The StatutoryAuditors are also invited to the meetings. The quorum of the Audit Committee is two members.

The Minutes of the Audit Committee Meetings are noted by the Board of Directors at thesubsequent Board Meeting.

Details of Audit Committee:

Name of the Director No. of Audit Committee No. of Audit CommitteeMeetings held Meetings attended

Mr. Jayesh Gandhi 4 4

Mr. Hiren Kothari 4 4

Mr. Chandraprakash Chaturvedi * 1 1

Mr. Dilip Parekh 3 3

* Mr. Chandraprakash Chaturvedi ceased to be a Director with effect from 28th July, 2015.

c. Terms of Reference:

The Audit Committee assists the Board in its responsibility for overseeing the quality and integrityof the accounting, auditing and reporting practices of the Company. The committee's purpose is


27

to oversee the accounting and financial reporting process of the Company, the audit of theCompany's financial statements, the appointment, independence and performance of the statutoryauditors, the performance of internal auditors and the Company's risk management policy.

The terms of reference of the Committee aligned with the terms of reference provided undersection 177(4) of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations andDisclosure Requirements) Regulation, 2015

4. NOMINATION AND REMUNERATION COMMITTEE

a. COMPOSITION:

Nomination and Remuneration Committee comprises 3 whose composition is given below:

Name of the Director Position CategoryMr. Jayesh Gandhi Chairman Independent, Non ExecutiveMr. Dilip Parekh Member Promoter, ExecutiveMrs. Pallavi Kothari Member Non-Independent, Non Executive

b. MEETING AND ATTENDANCE DURING THE YEAR

During the year, two Nomination and Remuneration Committee were held viz; 3rd September, 201513th February, 2016 and 21st March, 2016.

Name of the Director No. of Audit Committee No. of Audit CommitteeMeetings held Meetings attended

Mr. Jayesh Gandhi 3 3

Mr. Dilip Parekh 3 3

Mrs. Pallavi Kothari 3 3

c. TERMS OF REFERENCE:

Nomination and Remuneration Committee governed by terms of reference which is in accordancewith the regulatory requirements mandated under Companies act, 2013. The terms of referenceare as follows:

v Formulation of the criteria for determining qualifications, positive attributes and independenceof a director and recommend to the Board a policy, relating to the remuneration of thedirectors, key managerial personnel and other employees. The policy should ensure that theremuneration is reasonable and sufficient to attract, retain and motivate Directors of a qualityrequired to run the Company successfully, the remuneration and performance are suitablybenchmarked and the remuneration is a balance of fixed pay and incentives required toachieve the periodic performance objectives.

v Identifying persons qualified to be Directors/Senior management as per the criteria andrecommend their appointment/removal to the Board and evaluate every Director's performance(including Independent Directors).

v Devising policy on Board diversification

v Remuneration payable to Directors

v Managerial Remuneration

d. REMUNERATION TO THE EXECUTIVE DIRECTOR:

The remuneration paid to Executive Director is recommended by the Remuneration Committeeand approved by the Board of Directors, in the Board meeting and subject to the subsequentapproval by the shareholders at the General Meeting and such other authorities, if necessary.The remuneration is fixed considering various factors such as qualifications, experience, expertise,prevailing remuneration in the corporate world and the financial position of the Company. The


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remuneration comprises of basic salary, perquisites and allowances, contribution to provident fundand other funds.

e. REMUNERATION TO NON-EXECUTIVE DIRECTORS :

Non Executive Directors were not paid any sitting fees on attending the Board Meeting andcommittee meeting due to cash crunch in the Company. The Members of the Company haveapproved payment of remuneration of a sum up to 1% of the Net Profits of the Company calculatedas per Section 349 & 350 of the Companies Act, 1956 to the Non-Executive Directors.

f. REMUNERATION TO THE EXECUTIVE DIRECTOR FOR THE YEAR ENDED 31ST MARCH2016:

The total salary, commission and allowance paid to the Managing Director and Executive Directorduring the year is given below:

Period of Contract : Three YearsManaging Director : Three Years

Mr. S.S. Merchant was ceased to be a Director w.e.f. .2nd November, 2015

The contract may be terminated by either party giving the other party three calendar months notice.

g. Shares held by Non Executive Directors as on 31st March, 2016:

The details of shares held by Non Executive Directors as on 31st March, 2016 are given below:

5. STAKEHOLDERS RELA TIONSHIP COMMITTEE

The Stakeholders' Relationship Committee of the Company as on 31st March,2016 comprises ofThree (3) members chaired by Mr. Jayesh Gandhi Independent, Non Executive Director. TheCommittee normally deals with various matters relating to:

l Transfer or transmission of shares.

l Issue of Duplicate, Consolidated and Split Share Certificate.

l Investor grievances and redressal thereof and improvement of Investors Relations

l Attending to the queries /complaints relating to shareholders forwarded by the StockExchanges, Securities & Exchange Board of India, Ministry of Corporate Affairs.

Four meetings of Shareholders' and Investors' grievance Committee were held during financialyear 2015-2016 viz. 21st May, 2015, 14th August, 2015, 13th November, 2015 & 13th February,2016. All the members were present in the meeting.

a. Composition:

As on 31st March, 2016 the committee comprises of the following members:

Name of the Director Position Category

Mr. Jayesh Gandhi Chairman Independent, Non Executive

Mr. Hiren Kothari Member Independent, Non Executive

Mr. Dilip Parekh Member Promoter, Executive

Name of the Designation Salary (Rs.) No. of No. of No. ofDirector Options Options Options

Granted Exercised PendingMr. Hiren Kothari Managing Director 300000 Nil Nil NilMr. S.S.Merchant Executive Director 40000 Nil Nil Nil

Name of the Director No. of Equity Shares held as on 31st March, 2016

Mr. Jayesh Gandhi 165

Mrs. Pallavi Kothari 37125


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b. Status of Investor Complaint sThe Company had received No complaints during the year from the shareholders.

6. SHAREHOLDER INFORMATIONa. Next Annual General Meeting

14thAnnual General Meeting of the company will be held on 29th September, 2016, at 10.30a.m. at 613/B, MangalAarambh, Kora Kendra, Borivali (West), Mumbai - 400 092.

b. Financial Calendar of the Board Meetings to adopt the Account s for the Financial Year 2016-2017 (Tentative and subject to changes) :

For the year 2016-2017, quarterly un-audited/annual audited results shall be announced by:

For the quarter ending 30th June, 2016 : 14th August, 2016For the quarter ending 30th September, 2016 : 14th November, 2016.For the quarter ending 31stDecember, 2016 : 13thFebruary, 2017For the year ended 31st March, 2017 : 30th May, 2017 (Audited)

c. Book Closure:The dates of Book Closure are from 22ndSeptember, 2016 to 29th September, 2016 (both daysInclusive).

d. Listing on S tock Exchanges:The Equity shares of the Company are presently listed at Bombay Stock Exchange Limited, andAhmedabad Stock Exchange Limited.

Stock Code:

STOCK EXCHANGE STOCK CODE

Bombay Stock Exchange Limited 534755

ISIN number: INE234G01014.

e. General Body Meetingsi. Annual General Meetings

Details of the last Three (3) Annual General Meetings of the Company are as below:

ii. Extra Ordinary General MeetingDetails of the Extra Ordinary General Meetings of the Company are as below :

Financial AGM Location Date Time No. of S pecial Year No. Resolutions

passed

2014-2015 13th 613/B, Mangal Aarambh, 29th September, 10.00 A.M. 01Kora Kendra Road, 2015.

Borivali (West),Mumbai - 400 092.

2013-2014 12th 613/B, Mangal Aarambh, 27th September, 10.00 A.M. 01Kora Kendra Road, 2014.


2012-2013 11th 613/B, Mangal Aarambh, 27th July, 03.00 P.M. -Kora Kendra Road, 2013.


Financial Location Date Time No. of S pecial Year Resolutions

passed

2013-2014 613/B, Mangal Aarambh, 5th November, 02.00 P.M. 01Kora Kendra Road, 2014



30

g. Market Price Dat a:

Monthly high and low quotations as well as volume of shares traded at Bombay Stock ExchangeLimited (BSE) compared to BSE SENSEX during the financial year 2015-2016 were:

h. Distribution of Shareholding as on 31st March, 2016:

BSE SENSEX

High Low High Low

(Rs.) (Rs.)

Apr'15 22.20 17.60 29094.61 26897.54

May'15 27.00 16.00 28071.16 26423.99

Jun'15 28.85 17.25 27968.75 26307.07

Jul'15 18.10 16.50 28578.33 27416.39

Aug'15 19.90 18.00 28417.59 25298.42

Sep'15 19.10 16.75 26471.82 24833.54

Oct'15 24.10 20.00 27618.14 26168.71

Nov'15 28.50 22.90 26824.30 25451.42

Dec'15 24.75 17.30 26256.42 24867.73

Jan'16 23.80 20.65 26197.27 23839.76

Feb'16 24.85 24.85 25002.32 22494.61

Mar'16 25.95 22.50 25479.62 23133.18

No of Shares No of Shareholders % of Shareholders No. of Shares % of Shareholding

1 2 3 4 5

Upto to 100 213 16.28 8822 0.80

101 to 200 245 18.73 31475 0.27

201 to 500 200 15.29 64879 0.56

501 to 1000 114 8.72 76647 0.66

1001 to 5000 162 12.39 429656 3.69

5001 to 10000 160 12.23 1353233 11.62

10001 to 100000 202 15.44 6281143 53.93

100001 to above 12 0.92 3400420 29.20

TOTAL 1308 100.00 11646275 100.00

Particulars No. of shares held % of shares held

Physical Form 141172 1.21

Demat Form 11505103 98.79

f. f. Shares in Physical /Demat form as on 31st March, 2016:

i. Share Transfer Procedure:

Your Company has constituted a Stakeholders Relationship Committee to look after the properadministration of all the work and approve matters in relation to the Share Transfer Procedure.The Committee has been constituted to work in the best interest of the Shareholders of theCompany along with The Registrar and Share Transfer Agents of the Company, M/s SharexDynamic (India) Pvt. Ltd. and recommends measures for the overall improvement in the qualityof investor services.


31

j. Registrar and T ransfer Agent s:M/s. Sharex Dynamic (India) Pvt. Ltd.Unit-1, LuthraInd. Premises,Andheri Kurla Road, Safed Pool,Andheri (East), Mumbai 400 072.Ph. Nos.: (91-22) 28515606 / 28515644;Fax No.: (91-22) 28512885.Website: www.sharexindia.com ande-mail id: [email protected]

8. Means of Communication:

Information like quarterly results and press releases on significant developments in the Companyis submitted to the Stock Exchanges on which the Company's Equity shares are listed, to enablethem to put on their websites and are also posted on the Company's website www.triomercantile.com.The quarterly financial results are published in The Financial Express (Mumbai Edition) and AaplaMahanagar (Mumbai Edition- Marathi).

9. Management Discussion and Analysis:

Management Discussion and Analysis Report forms part of the Annual Report and includesdiscussions on various matters as regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulation, 2015.

10. Disclosures

a. Related Party T ransactions:

The Company has entered into related party transactions as set out in the notes to accounts,which are not likely to have conflict with the interest of the Company. The details of allsignificant transactions with related parties are placed before the Audit Committee.

Materially significant related p arty transactions

There have been no materially significant related party transactions, monetary transactionsor relationships between the Company and directors, the management, subsidiaries orrelatives, except for those disclosed in the Board's report. The detailed information onmaterially significant related party transaction is annexed to the Board's report. In accordancewith the requirements of the Listing Agreement, the Company has formulated policies onrelated party transactions and material subsidiaries. The policies are available on our websitewww.triomercantile.com/Policy_Code.aspx

b. No Penalty or S trictures

No penalty or stricture has been imposed on the Company by the Stock Exchange or SEBIor any other Statutory Authority, on any matter related to the capital markets during the last3 years.

c. Whistle Blower Policy:

The Company has a Whistle Blower Policy to deal with any complaint relating to fraud andother financial irregularities and no personnel has been denied access to the audit committeeto report to any issues. Whilstler Blower policy has been uploaded on the website of theCompany at www.triomercantile.com/Policy_Code.aspx

d. Disclosure of Accounting T reatment

In the preparation of financial statements, the Company has followed the AccountingStandards issued by Institute of Chartered Accountants of India. The significant accountingpolicies which are consistently applied are set out in the Annexure to Notes to the Accounts.


32

e. Risk Management

Business risk evaluation and management is an ongoing process with the Company. The AuditCommittee and the members of the Board are informed about the risk assessment andminimization procedures.

f. CEO/CFO Certification

Pursuant to the regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)Regulation, 2015, the Managing Director has issued a certificate to the Board, for the yearended 31st March, 2016.

g. Code of Conduct

In compliance with Regulation 26(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulation, 2015 and the Companies act, 2013, the Company has framedand adopted a Code of conduct and ethics for Directors and Senior Management. The codehas been circulated to all the members of the Board and Senior Management and the samehas been put on the Company's website www.triomercantile.com The Board members andsenior management have affirmed their compliance with the code of conduct and adeclaration signed by the Managing Director is given below:

h. "It is hereby declared that the Company has obtained from all members of the Board andsenior management affirmation that they have complied with the code of conduct for directorsand senior management of the Company for the year 2015-2016." The Company has adoptedthe code of conduct and ethics for Directors and Senior Management. The code has beencirculated to all the members of the Board and Senior Management and the same has beenput on the Company's website www.triomercantile.com. The Board members and seniormanagement have affirmed their compliance with the code of conduct and a declarationsigned by the Managing Director is given below:

"It is hereby declared that the Company has obtained from all members of the Board andsenior management affirmation that they have complied with the code of conduct for directorsand senior management of the Company for the year 2015-2016".

HIREN KOTHARI Managing Director

i. Outstanding GDRs/Convertible Instrument s, conversion date and it s likely imp act onequity . At present there are no out standing GDRs

j. Registered Office of the Comp any

613/B, Mangal Aaarambh,Kora Kendra, Borivali (West),Mumbai - 400092.Maharashtra, India.Tel: (91-22) 2833 5999Fax: 2833 5998;Website: www.triomercantile.comCIN: L51909MH2002PLC136975

11. Compliance with Non- Mandatory Requirement s:

i. Shareholder Right s:

The quarterly and half yearly results are not being sent to the personal address of theShareholders as the quarterly results of the Company are published in the press and theresults are posted on the website of BSE (www.bseindia.com); and also on Company'swebsite(www.triomercantile.com).

ii. Other Non Mandatory requirement s:

Adoptions of other non-mandatory requirements of the Listing Agreement are being reviewedby the Board from time to time.


33

AUDITORS CERTIFICATE

To the members of Trio Mercantile & Trading Limited

We have examined the compliance of conditions of corporate governance by Trio Merchantile & Trading

Limited (The Company) for the year endedon 31st March, 2016 as stipulated in Clause 49 of the Listing

Agreements (The "Listing Agreement") of the company with the Stock Exchange for the period April

1, 2015 to November 30, 2015 and as per relevant provisions of Chapter IV of Securities exchange

Board of India (Listing Obligations and Disclosure Requirements), Regulation, 2015 (the "Listing

Regulations") as referred to in Regulations 15(2) of the Listing Regulations, for the period December

1, 2015 to March 31, 2016.

The Compliance of conditions of corporate governance is the responsibility of the management. Our

examination was limited to procedures and implemention thereof adopted by the Company for ensuring

the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression

of opinion on the financial statements of the Company.

In our opinion, and to the best of our information and according to the explanations given to us, we

certify that the Company has complied the conditions of Corporate Governance as stipulated in the

above mentioned Listing Agreements / Listing Regulation, as applicable.

We state that such compliance is neither an assurance as to the future viability of the Company nor

the efficiency or effectiveness with which the management has conducted the affairs of the Company.

FOR KOSHAL & ASSOCIATESCHARTERED ACCOUNTANTS

FR No.121233W

KOSHAL MAHESHWARIPlace : Mumbai PROPRIETORDate : 01.09.2016 Membership No. 043746


34

CEO (MANAGING DIRECTOR) CERTIFICATION

The Managing Director of the Company give annual certification annual certification of financial

reporting and internal controls to the Board in terms of regulation 33 of the SEBI (Listing Obligations

and Disclosure Requirements) Regulation, 2015. The Managing Director give quarterly certification on

financial results while placing the financial results before the Board in compliance of the SEBI (Listing

Obligations and Disclosure Requirements) Regulation, 2015. The annual certificate given by the

Managing Director is published in this Report.

CEO (MANAGING DIRECTOR) CERTIFICATION UNDER CLAUSE 49(V)

To

The Board of Directors

Trio Mercantile & Trading Limited

Mumbai

I, Hiren Kothari, Managing Director of Trio Mercantile & Trading Limited hereby certify that

(a) I have reviewed financial statements and the cash flow statement for the year ended 31st March,

2016 and that to the best of their knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact

or contain statements that might be misleading;

(ii) These statements together present a true and fair view of the company's affairs and are in

Compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of my knowledge and belief, no transactions entered into by the company

during the year which are fraudulent, illegal or violative of the company's code of conduct.

(c) I accept responsibility for establishing and maintaining internal controls for financial reporting and

that I have evaluated the effectiveness of internal control systems of the company pertaining to

financial reporting and I have disclosed to the auditors and the Audit Committee, deficiencies in

the design or operation of such internal controls, if any, of which I am aware and the steps I have

taken or propose to take to rectify these deficiencies.

(d) I have indicated to the auditors and the Audit committee:

(i) Significant changes in internal control over financial reporting during the year;

(ii) Significant changes in accounting policies during the year and that the same have been

disclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which I have become aware and the involvement therein,

if any, of the management or an employee having a significant role in the company's internal

Control system over financial reporting.

Place : Mumbai HIREN KOTHARIDate : 30th May, 2016 MANAGING DIRECTOR


35

INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OFTRIO MERCANTILE AND TRADING LIMITED

Report on the Financial S tatement s

We have audited the accompanying financial statements of TRIO MERCANTILE AND TRADINGLTD ('the Company'), which comprise the balance sheet as at 31 March 2016, the statementof profit and loss and the cash flow statement for the year then ended, and a summary ofsignificant accounting policies and other explanatory information.

Management's Responsibility for the Financial S tatement s

The Company's Board of Directors is responsible for the matters stated in Section 134(5) ofthe Companies Act, 2013 ("the Act") with respect to the preparation and presentation of thesefinancial statements that give a true and fair view of the financial position, financial performanceand cash flows of the Company in accordance with the accounting principles generally acceptedin India, including the Accounting Standards specified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments and estimatesthat are reasonable and prudent; and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to the preparation and presentation of thefinancial statements that give a true and fair view and are free from material misstatement, whetherdue to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether the financial statementsare free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditor considersinternal financial control relevant to the Company's preparation of the financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accounting policiesused and the reasonableness of the accounting estimates made by the Company's Directors,as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements.


36

Opinion

In our opinion and to the best of our information and according to the explanations given tous, the aforesaid financial statements give the information required by the Act in the mannerso required and give a true and fair view in conformity with the accounting principles generallyaccepted in India, of the state of affairs of the Company as at 31 March 2016 and its profitand its cash flows for the year ended on that date.

Report on Other Legal & Regulatory Requirement s

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by theCentral Government of India in terms of sub-section (11) of section 143 of the Act, we givein the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of theorder.

2. As required by Section 143 (3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) in our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealtwith by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid financial statements comply with the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31 March2016 taken on record by the Board of Directors, none of the directors is disqualifiedas on 31 March 2016 from being appointed as a director in terms of Section 164 (2)of the Act;

(f) with respect to the adequacy of the internal financial controls over financial reportingof the Company and the operating effectiveness of such controls, refer to our separatereport in "Annexure B"; and

(g) with respect to the other matters to be included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion andto the best of our information and according to the explanations given to us:

(i) the Company does not have any pending litigations which would impact its financialposition.

(ii) the Company did not have any long term contracts including long term contractsfor which they were any material foreseeable losses.

(iii) There were no amount which required to be transferred to the Investor Educationand Protection Fund by the Company.


FR No. 121233W

KOSHAL MAHESHWARIPlace : Mumbai PROPRIETORDate : 30.05.2016 Membership No. 043746


37

ANNEXURE - A TO THE AUDITORS' REPORTThe Annexure referred to in Independent Auditors' Report to the members of the Company on the financialstatements for the year ended 31 March 2016, we report that:(i) (a) The Company has maintained proper records showing full particulars, including quantitative details

and situation of fixed assets.(b) As explained to us, fixed assets have been physically verified by the management at reasonable

intervals. No material discrepancies were noticed on such verification.(c) According to the information and explanations given to us and on the basis of our examination

of the records of the Company, the title deeds of freehold immovable property having gross blockand net block Rs. 156000/- are not held in the name of the Company.

(ii) According to the information and explanations given to us and on the basis of our examination of therecords of the Company, the inventories of company mainly consist of shares & securities maintainedin electronic (dematerialization) mode , hence no physical verification of inventories of the Companyis required.

(iii) According to the information and explanations given to us, the company has not granted any loanssecured or unsecured to Companies, Firms, Limited Liability Partnerships or other parties covered inthe register maintained under section 189 of the Act.

(iv) According to the information and explanations given to us, the Company has not made any loans andinvestments which require compliance with the provisions of section 185 and 186 of the Act.

(v) The Company has not accepted any deposits from the public.(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of

the Act, for any of the services rendered by the Company.(vii) (a) According to the information and explanation given to us, provident fund, employees state

insurance, sales-tax, wealth tax, duty of customs & duty of excise, cess are not applicable tothe company. The Company is regular in depositing undisputed statutory dues including incometax and other statutory dues with the appropriate authorities during the year except service tax.The amount of Rs. 2355985/-were arrears as at 31st March,2016 for a period of more than sixmonths from the date they became payable.

(b) According to the information and explanation given to us, there no material dues of income taxand other statutory dues which have not been deposited with the appropriate authorities on accountof any dispute.

(viii) According to the information and explanation given to us, the Company has not defaulted in repaymentof dues to loans or borrowings from any financial institution, banks during the year.

(ix) The Company did not raise any money by way of initial public offer or further public offer (includingdebt instruments) and term loans during the year.

(x) According to the information and explanations given to us, no material fraud by the Company or onthe Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations give to us and based on our examination of the recordsof the Company, the Company has paid/provided for managerial remuneration in accordance with theprovisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not anidhi company.

(xiii) According to the information and explanations given to us and based on our examination of the recordsof the Company, it does not have any transactions with the related parties which require compliancewith section 177 and 188 of the Act.

(xiv) According to the information and explanations give to us and based on our examination of the recordsof the Company, the Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year.

(xiv) According to the information and explanations given to us and based on our examination of the recordsof the Company, the Company has not entered into non-cash transactions with directors or personsconnected with him.

(xv) The Company is not required to be registered under section 45 -IA of the Reserve Bank of India Act1934.


FR No.121233W

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ANNEXURE - B TO THE AUDITORS' REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Comp anies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of TRIO MERCANTILE

AND TRADING LTD ("the Company") as of 31 March 2016 in conjunction with our audit

of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal

financial controls based on the internal control over financial reporting criteria established

by the Company considering the essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by

the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the

design, implementation and maintenance of adequate internal financial controls that were

operating effectively for ensuring the orderly and efficient conduct of its business, including

adherence to company's policies, the safeguarding of its assets, the prevention and

detection of frauds and errors, the accuracy and completeness of the accounting records,

and the timely preparation of reliable financial information, as required under the

Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls

over financial reporting based on our audit. We conducted our audit in accordance with

the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the

"Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be

prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable

to an audit of internal financial controls, both applicable to an audit of Internal Financial

Controls and, both issued by the Institute of Chartered Accountants of India. Those

Standards and the Guidance Note require that we comply with ethical requirements and

plan and perform the audit to obtain reasonable assurance about whether adequate internal

financial controls over financial reporting was established and maintained and if such

controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy

of the internal financial controls system over financial reporting and their operating

effectiveness. Our audit of internal financial controls over financial reporting included

obtaining an understanding of internal financial controls over financial reporting, assessing

the risk that a material weakness exists, and testing and evaluating the design and

operating effectiveness of internal control based on the assessed risk. The procedures

selected depend on the auditor's judgment, including the assessment of the risks of

material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our audit opinion on the Company's internal financial controls system

over financial reporting.


39

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to

provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. A company's internal financial control over financial reporting

includes those policies and procedures that (1) pertain to the maintenance of records

that, in reasonable detail, accurately and fairly reflect the transactions and dispositions

of the assets of the company; (2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the

company are being made only in accordance with authorisations of management and

directors of the company; and (3) provide reasonable assurance regarding prevention or

timely detection of unauthorised acquisition, use, or disposition of the company's assets

that could have a material effect on the financial statements.

Inherent Limit ations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting,

including the possibility of collusion or improper management override of controls, material

misstatements due to error or fraud may occur and not be detected. Also, projections

of any evaluation of the internal financial controls over financial reporting to future periods

are subject to the risk that the internal financial control over financial reporting may

become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial

controls system over financial reporting and such internal financial controls over financial

reporting were operating effectively as at 31 March 2016, based on the internal control

over financial reporting criteria established by the Company considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


FR No.121233W

KOSHAL MAHESHWARIPlace : Mumbai PROPRIETOR

Date : 30.05.2016 Membership No 043746


40

BALANCE SHEET AS ON MARCH 31, 2016

For and on behalf of the Board

(HIREN KOTHARI) (MEGHA TRIVEDI)Managing Director Company SecretaryDIN : 00050830

(PALLA VI KOTHARI) (JIGNA DANI)Director Chief Financial OfficerDIN : 00050947

In Accordance with our Report attached

FOR KOSHAL & ASSOCIATESCHARTERED ACCOUNTANTSFR No. 121233W

CA KOSHAL MAHESHWARIPROPRIETOR

PLACE : MumbaiDATE : 30.05.2016

I. EQUITY AND LIABILITIES

(1) Shareholders' Funds

(a) Share Capital 2 116,462,750 55,832,750

(b) Reserves and Surplus 3 136,795,563 91,984,044

253,258,313 147,816,794

(2) Non - current liabilities

(a) Long term borrowings 4 32,074,754 7,515,237

(b) Deferred tax liabilities (Net) 5 353,240 345,378

32,427,994 7,860,615

(3) Current Liabilities

(a) Trade payables 6 12,529,555 8,459,377

(b) Other current liabilities 7 29,156,993 7,587,994

41,686,548 16,047,371

TOTAL 327,372,855 171,724,780

II. ASSETS

(1) Non - current assets

(a) Fixed Assets

(i) Tangible assets 8 1,234,141 1,965,053

(b) Long term loans and advances 9 203,051,616 71,839,346

(c) Other non current assets 10 52,289,301 62,188,256

256,575,058 135,992,655

(2) Current Assets

(a) Inventories 11 21,312,286 1,780,908

(b) Trade receivables 12 39,483,865 23,028,583

(c) Cash and cash equivalents 13 2,761,936 2,710,904

(d) Short term loans and advances 14 7,239,710 8,211,730

70,797,797 35,732,125

TOTAL 327,372,855 171,724,780

Significant accounting policies 1

Notes to accounts 23

The notes attached form an integral part of the Balance Sheet

Note AS AT AS AT

No. 31.03.2016 31.03.2015

( ` ) ( ` ) ( ` ) ( ` )


41

STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2016

I. Revenue from Operations 15 188,449,078 133,855,153

II Other Income 16 10,156,588 5,516,698

III Total revenue (I + II) 198,605,666 139,371,851

IV Expenses

Purchases 184,634,129 127,539,132

Changes in inventories of finished goods, 17 3,831,624 461,699

work in progress and stock in trade

188,465,753 128,000,831

Employee benefits expense 18 1,140,174 1,396,582

Finance costs 19 957,213 2,536,595

Depreciation 20 730,912 730,913

Other expenses 21 6,667,879 3,301,099

Total Expenses 197,961,931 135,966,020

V Profit before tax (VII-VIII) 643,735 3,405,831

VI Tax expense:

(1) Current tax 456,000 1,233,000

(2) Deferred tax 7,862 (340,836)

463,862 892,164

VII Profit/(Loss) for the period (XI + VIV) 179,873 2,513,667

VIII Earning per equity share:

(1) Basic 22 0.02 0.45

(2) Diluted 22 0.02 0.45

Significant accounting policies 1

Notes to accounts 23

The notes attached form an integral part of the Statement of Profit and Loss

Note AS AT AS AT

No. 31.03.2016 31.03.2015

( ` ) ( ` ) ( ` ) ( ` )









42

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2016

Cash flows from operating activities

Profit before taxation 643,735 3,405,831

Adjustments for:

Depreciation and amortization expense 730,912 730,913

interest on income tax refund - -

Interest received (10,123,688) (5,503,795)

Dividends received (32,900) (12,903)

Interest expenses 957,213 2,536,595

(8,468,463) (2,249,190)

(7,824,728) 1,156,641

(Increase)/ decrease in trade and other receivables (16,455,282) (3,692,128)

(Increase)/ decrease in inventories (19,531,378) 461,699

(Increase)/ decrease in Long Term Loans & Advances (131,212,270) 14,884,703

(Increase)/ decrease in Other non current Assets 9,898,955 5,135,771

(Increase)/ decrease in Short Term Loans and Advances 972,020 2,523,201

Increase/ (decrease) in trade payables 4,070,378 4,884,091

Prior year profit 44,881,502 -

(107,376,075) 24,197,337

(115,200,803) 25,353,978

Taxes paid (705,856) (1,236,369)

Net cash from operating activities (115,906,659) 24,117,609

Cash flows from investing activities

Purchase of property, plant and equipment - -

Loans & advances given - -

Proceeds from sale of investments - -

Interest received 10,123,688 5,503,795

Dividend received 32,900 12,903

Net cash from investing activities 10,156,588 5,516,698

Cash flows from financing activities

Proceeds from Long Term Borrowings

Share Capital (Merger) 60,630,000

Proceeds from Short Term Borrowings 21,568,999 (5,988,577)

Repayment of Long term borrowings 24,559,517 (24,066,370)

Interest paid (957,213) (2,536,595)

Net cash from financing activities 105,801,303 (32,591,542)

Net increase/(decrease) in cash and cash equivalents 51,232 (2,957,235)

Cash and cash equivalents at beginning of reporting period 2,710,904 5,668,139

Cash and cash equivalents at end of reporting period 2,762,136 2,710,904

Particulars For the year endedMarch 31, 2016

For the year endedMarch 31, 2015









43

NOTES FORMING PART OF BALANCE SHEET AND STATEMENT OF PROFIT AND LOSS.

Note No. 1

A. Significant Accounting Policies

1. Basis of Prep aration of financial st atment

The Financial statements of Trio Mercantile & Trading Ltd have been prepared and presentedin accordance with Generally Accepted Accounting Principles (GAAP) on the historical costconvention on the accrual basis. The financial statements have been prepared to comply in allmaterial aspects with the accounting standards specified under section 133 of the CompaniesAct, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Provisions of theAct, to the extent applicable.

2. Use of Estimates

The preparation of financial statements is in conformity with Generally Accepted AccountingPrinciples (GAAP) in India requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosures of contingent liabilities on thedate of the financial statements and reported amounts of income and expenses during the period.

3. Fixed Asset s :

i) All Fixed Assets are stated at cost of acquisition less accumulated depreciation.

ii) Depreciation on fixed asset has been provided using the Straight- Line Method at the ratesprescribed in the schedule XIV of Companies Act, 1956 for the year 2013-14, and Schedule IIof Companies Act, 2013 for the year 2014-15.

iii) Depreciation on additions to /deletions from fixed asset is provided on pro-rata basis from/up tothe date of such addition/ deletion, as the case may be.

4. Valuation of inventories

Stock of finished goods (traded) is valued at cost or net realizable value whichever is lower.

5. Revenue Recognition:

a) Dividend income is recognized when the unconditional right to receive the income is established.

b) Income from services rendered is accounted for when the work is performed. Services incomeis exclusive of Service Tax.

c) Income from interest on deposits and loans if any is recognized on the time proportionate methodbased on underlying interest rates.

d) Taxation:

Current Tax is measured at the amount expected to be paid to/ recovered from the tax authorities,using the applicable tax rate. Deferred tax resulting from "timing difference" between taxable andaccounting income is accounted for using the tax rates and laws that are enacted or substantivelyenacted as on the balance sheet date. Deferred tax assets is recognized and carried forward onlyto the extent that there is virtual certainty that the asset will be realized in future.

e) Earning Per Share:

The Basic and Diluted Earnings Per Share ("EPS") is computed by dividing the net profit aftertax for the year by weighted average number of equity shares outstanding during the year.

f) Provisions, Contingent liabilities and Contingent Asset s

Contingent liabilities if any, are disclosed by way of notes to the Balance sheet. Provision is madein the accounts in respect of those contingencies, which are likely to materialize in to liabilitiesafter the year-end, till the finalization of the accounts, and have material effect on the positionstated in the Balance Sheet. Contingent Assets are not recognized in the Financial statements.

g) Borrowing Cost s :

a. Borrowing costs that are attributable to the acquisition or construction of an asset arecapitalized as part of cost of such assets till such time the asset is ready form its intendedcommercial use.

b. Other borrowing costs are charged off to Revenue Account in the year in which they areincurred.


44

NOTES TO FINANCIAL STATEMENTS

2. Share Capital:

Authorized:

Equity shares of Rs.10/- each 21,100,000 211,000,000 6,100,000 61,000,000

21,100,000 211,000,000 6,100,000 61,000,000

Issued, subscribed and fully paid up:

Equity shares of Rs.10 /- each

At the beginning of the reporting period 5,583,275 55,832,750 5,583,275 55,832,750

* Issued during the reporting period 6,063,000 60,630,000 -

Bought back during the reporting period - -

At the close of the reporting period 5,583,275 55,832,750 5,583,275 55,832,750

Note AS AT AS AT

No. 31.03.2016 31.03.2015

Number ( ` ) Number ( ` )

Particulars Securities Other Surplus i.e. Total

Premium Reserves balance in

Reserve Statement of

Profit & Loss

(Rs.) (Rs.) (Rs.) (Rs.)

At the beginning of the reporting period 75,000,000 3,369,042 13,615,002 91,984,044

Transferred from/to Profit & Loss Account - - 179,873 179,873

Less : Earlier Year Adjustment (249,856) (249,856)

less : Transfer to Other Reserve - - - -

Add: Excess Provision of Income Tax written back - - - -

Add : Reserves on Merger - 44,881,502 - 44,881,502

Less : Fixed Assets as per Co's Act - - - -

At the close of the reporting period 75,000,000 48,250,544 13,545,019 136,795,563

At the close of the previous reporting period 75,000,000 3,369,042 13,615,002 91,984,044

3. Reserves and Surplus:

* The above shares has been issued as per the Scheme of merger of Arss Engineering Ltd. with Trio Mercantile & Trading

Ltd. approved by Hon'ble High Court of Bombay dated 21.11.2015


45


4. Long term Borrowings

1) Secured Loans:

HDFC Bank Ltd (Car Loan) 306,014 399,180

Union Bank CC Account 7,074,528 6,997,701

7,380,542 7,396,881

2 Unsecured Loans:

i) Loan 18,050,000 -

ii) Other loans and advances 6,644,212 118,356

32,074,754 7,515,237

In case of other loans & advance , no terms for interest and repayment has been stipulated.

As informed by the management the above loans are expected to be repayable after 12 months.

5. Deferred tax liability/ Assets :

i) Deferred tax liability:

a) On account of depreciation on fixed assets 387,618 387,618

b) On account of timing differences in recognition of expenditure - -

Total 387,618 387,618

ii) Deferred tax asset:

a) On account of timing differences in recognition of expenditure 34,378 42,240

b) On account disallowance under section 40 (ia) - -

c) On account of Unabsorbed losses and depreciation under the

Income Tax Act, 1961 - -

34,378 42,240

Net Deferred tax (liability)/asset 353,240 345,378

6. Trade Payables

i) Others 12,529,555 8,459,377

12,529,555 8,459,377

The details of amount due to micro, small and medium enterprises is based on available information

with the company and realised upon by the auditor

7. Other current liabilities:

i) Other payables 23,628,325 2,623,018

ii) Statutory payables 2,406,125 2,956,089

iIi) Indirect Tax Authorities Payable 3,122,543 2,008,887

29,156,993 7,587,994

Particulars AS AT AS ATMarch 31, 2016 March 31, 2015

( ` ) ( ` )


46

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47


9. Long term loans and advances:

i) Security Deposit 628,000 603,000

ii) Other loans & advances 202,423,616 71,236,346

203,051,616 71,839,346

10. Other non current assets

Unsecured and Considered Goods

i) Others 52,289,301 62,188,256

52,289,301 62,188,256

11. Inventories:

i) Stock in trade (certified by management) 21,312,286 1,780,908

21,312,286 1,780,908

12. Trade receivables:

i) Trade receivables exceeding six months 1,262,791 -

ii) Others 38,221,074 23,028,583

39,483,865 23,028,583

13. Cash and cash equivalents:

i) Balances with banks

- in Current Accounts 1,655,806 93,015

ii) Cash on hand 1,106,130 2,617,889

2,761,936 2,710,904

14. Short term loans and advances:

Unsecured and Considered Goods

i) Others 7,239,710 8,211,730

7,239,710 8,211,730


( ` ) ( ` )


48


15. Revenue from operations:

i) Sale of products 180,967,233 123,826,081

ii) Sale of Services 7,414,133 10,027,350

iii) Other operating revenues 67,712 1,722

188,449,078 133,855,153

16. Other Income:

i) Interest income 10,123,688 5,503,795

ii) Dividend Income 32,900 12,903

10,156,588 5,516,698

17. Changes in inventories of finished goods, work in progress and stock in trade:

Stocks at the end of the year

i) Traded goods 21,312,286 1,780,908

Total 21,312,286 1,780,908

Less:

Stocks at the beginning of the year

i) Traded goods 25,143,910 2,242,607

Total 25,143,910 2,242,607

3,831,624 461,699

18. Employee Benefit Expenses:

i) Salaries and wages 1,062,150 1,307,500

ii) Staff welfare expenses 78,024 89,082

1,140,174 1,396,582

19. Finance Costs:

i) Interest expenses 957,213 2,536,595

957,213 2,536,595

20. Depreciation and amortization:

i) Depreciation 730,912 730,913

730,912 730,913


( ` ) ( ` )


49


21. Other expenses:

i) Payment to the auditors

- as auditor 28750 28,090

- for taxation matters 5750 7,758

ii) Remuneration to whole time directors 340000 420,000

iii) Legal and professional charges 1929001 532,623

iv) Miscellaneous expenses 4,364,378 2,312,628

6,667,879 3,301,099

22. Earnings per share:

Basic/Diluted

Profit for the year after tax expense 179,873 2,513,667

Weighted average number of equity shares 11,646,275 5,583,275

Earning per share 0.02 0.45


( ` ) ( ` )


50

3. In the opinion of the management and to the best of their knowledge and belief the value under the head of the currentassets and non-current assets (other than Fixed assets) are approximately of the value stated, if realized in ordinary courseof the business, except unless stated otherwise. The provision for all the known liabilities is adequate and not in excessof amount considered reasonably necessary.

4. Details of dues to micro and small enterprises as defined under the Micro and Small Enterprise Development (MSMED)Act, 2006*

As at 31.03.2016 As at 31.03.2015a. The Principal amount and the interest due thereon remaining

unpaid to any supplier as at the end of each accounting year- Principal amount due to micro and small enterprises - -- Interest due on above - -

b. The amount of interest paid by the buyer in terms of Section 16 ofthe Micro and Small Enterprises Development Act, 2006, along withthe amounts of the payment made to the supplier beyond theappointed day during each accounting year. - -

c. The amount of interest due and payable for the period of delay inmaking payment (which have been paid but beyond the appointedday during the year) but without adding the interest specified underMicro and Small Enterprise Development Act, 2006. - -

d. The amount of interest accrued and remaining unpaid at the end ofeach accounting year. - -

e. The amount of further interest remaining due and payable even inthe succeeding years until such date when the interest dues as aboveare actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of Micro and SmallEnterprise Development Act, 2006. - -

* Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis ofinformation collected by the Management.

Note No. 23 - Notes to Accounts

1. Contingent Liabilities and Commitments (to the extended not provided for) : NIL (P.Y NIL)

2. Related Parties Disclosurei) Subsidiaries : Nil

ii) Key Managerial Personnel:A. Executive Director

1) MR. Hiren S. Kothari (MD)

B. Non Executive Director1) MR. Jayesh Gandhi2) MR. Dilip Parekh3) Mrs. Palalvi Hiren Kothari

iii) Entities having significant influence over the company

Transactions:

Remuneration 340000 420000

Reimburse of Expenses 18100 8400

Other Related Parties

2015-16 2014-15





Signatures to Schedule 1 to 23As per our attached Report of even date


KOSHAL MAHESHWARIPROPRIETORMEMBERSHIP NO. 043746


· Limited will be held on Thursday, 29th day of September, 2016 at 10.30 a.m. at 613/B, Mangal...

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