Trio Mercantile & Trading LimitedTRIO MERCANTILE & TRADING LIMITED 15thA NNUAL R EPORT 1 NOTICE The Fifteenth Annual General Meeting of Trio Mercantile & Trading Limited will be held

Trio Mercantile &

Trading Limited

15th ANNUAL REPORT

2016-2017

15th ANNUAL REPORTTRIO MERCANTILE & TRADING LIMITED

BOARD OF DIRECTORS:

MR. HIREN KOTHARI - MANAGING DIRECTOR

MR. JAYESH GANDHI - DIRECTOR

MRS. PALLAVI KOTHARI - DIRECTOR

MR. DILIP PAREKH - DIRECTOR

MR. JAYMIN MODI * - DIRECTOR

" Appointment of Mr. Jaymin Modi w.e.f. 13th February, 2017

COMPANY SECRETARY

MISS. MEGHA TRIVEDI

CFO:

MISS. JIGNA DANI

AUDITORS:

M/S KOSHAL & ASSOCIATES

CHARTERED ACCOUNTANTS

MUMBAI

BANKERS:

UNION BANK OF INDIA

REGISTERED OFFICE:

613/B, MANGAL AARAMBH,

NEAR MC DONALDS,

KORA KENDRA ROAD,

OFF S.V.ROAD, BORIVALI (WEST),

MUMBAI - 400 092

CIN : L51909MH2002PLC136975

REGISTRAR & TRANSFER AGENT:

M/S SHAREX DYNAMIC (INDIA) PVT. LTD.

UNIT-1, LUTHRA IND.PREMISES,

ANDHERI KURLA ROAD, SAFED POOL,

ANDHERI (EAST), MUMBAI 400 072

INDEX

Sr. CONTENTS Page

No. No.

1. Notice of Annual General meeting .......................... 1-8

2. Director's Report ..................................................... 9-23

3. Management Discussion & Analysis Report ........... 24

3. Report on Corporate Governance ....................... 25-31

4. Auditors Certificate on Corporate Governance ....... 32

5. CEO (Managing Director) Certification .................... 33

6. Independent Auditors' Report with Annexure ..... 34-38

7. Balance Sheet ........................................................... 39

8. Statement of Profit & Loss ....................................... 40

9. Cash Flow Statement ................................................ 41

10. Notes to the Financial Statements ..................... 42-49


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NOTICE

The Fifteenth Annual General Meeting of Trio Mercantile & Trading Limited will be held on Friday,the 29th day of September, 2017 at 10.00 a.m., at 613/B, Mangal Aarambh, Kora Kendra, Borivali(West), Mumbai - 400092, Maharashtra, to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Statement of Profit and Loss for the FinancialYear ended 31st March, 2017, the Balance Sheet as at that date and the reports of theBoard of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Hiren Kothari (Din: 00050830) who retires by rotationand is eligible for re-appointment.

3. To appoint Auditors and fix their remuneration and in this regard to consider and if thoughtfit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 139 and 142 and other applicableprovisions of the Companies Act, 2013 and the Rules made there under as amended fromtime to time, pursuant to the proposals of the Audit Committee of the Board andrecommendation of the Board M/s. SDA & Associates (Membership No-113842) CharteredAccountants, be and are hereby appointed as the Statutory Auditors of the Company tohold office for a period of five consecutive years commencing from the financial year 2017-18, on a remuneration that may be determined by the Board in consultation with the auditor."

SPECIAL BUSINESS:

4. To appoint Mr. Jaymin Modi (DIN : 07352950) as an Independent Director and in this regardto consider and if thought fit, to pass, with or without modification(s), the following resolutionas an ordinary Resolution :

"RESOLVED THAT pursuant to the provisions of section 149, 152 and any other applicableprovisions of the Companies Act, 2013 ("the Act") and the rules made there under (includingany statutory modification(s) or re-enactement thereof for the time being in force) readwith Schedule IV to the Act and Regulation 25 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations,2015, Mr. Jaymin Modi(DIN : 07352950) who was appointed as Additional Director pursuant to provisions of Section161(1) of the Companies Act, 2013 and the Articles of Association of the company andwho holds office up to the date of this Annual General Meeting and in respect of whomthe Company has received a notice in writing under Section 160 of the Companies Act,2013 from a member proposing his candidature for the office of Independent Director, beand is hereby appointed as an Independent Director of the Company to hold office for fiveconsecutive years not liable to retire by rotation."

5. To Approval Material Related Party Transaction(s) with Sinner Energy (India) Limited & inthis regard to consider and, if thought fit, to pass, with or without modification(s), the followingas a Ordianry Resolution

"RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions,if any of the Companies Act, 2013 read with the rules made there under and Regulation23 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 (including any statutory modification(s) or re-enactmentthereof for the time being in force), the consent of the shareholders of the Company beand is hereby accorded to enter into the Material related party transactions by the Companywith the respective related parties as per details as set out under Item No. 5 of the statement


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annexed to this notice and that the Board of Directors be and are hereby authorized toperform and execute all such deeds, matters and things including delegation of such authorityas may be deemed necessary or expedient to give effect to this resolution and for the mattersconnected therewith or incidental thereto.":

6. Approval of the limits for the Loans and Investment by the company in terms of the provisionsSection 186 of the Companies Act, 2013

To consider and if thought fit, to pass with or without modification(s), the following resolutionsSpecial Resolution

"RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013,read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amendedfrom time to time and other applicable provisions of the Companies Act, 1956 (includingany amendment thereto or re-enactment thereof for the time being in force), if any, theapproval of the members of the Company be and is hereby accorded to the Board to (a)give any loan to any body corporate(s) / person (s); (b) give any guarantee or provide securityin connection with a loan to any body corporate(s) / person (s); and (c) acquire by wayof subscription, purchase or otherwise, securities of any body corporate from time to timein one or more trenches as the Board of Directors as in their absolute discretion deembeneficial and in the interest of the Company, for an amount not exceeding INR 50 Crores(Indian Rupees Fifty Crore Only) outstanding at any time notwithstanding that suchinvestments, outstanding loans given or to be given and guarantees and security providedare in excess of the limits prescribed under Section 186 of the Companies Act, 2013.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, Board of Directorsof the Company and/or any person authorized by the Board from time to time be and ishereby empowered and authorised to take such steps as may be necessary for obtainingapprovals, statutory or otherwise, in relation to the above and to settle all matters arisingout of and incidental thereto and to sign and to execute deeds, applications, documentsand writings that may be required, on behalf of the Company and generally to do all suchacts, deeds, matters and things as may be necessary, proper, expedient or incidental forgiving effect to this resolution."

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

Place : MumbaiDate : 31.08.2017

By Order of the Board

Sd/-MEGHA V. TRIVEDI

COMPANY SECRETARY


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NOTES:

1. 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXYTO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE AMEMBER. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANYNOT LATER 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 ItemNos. 2 and 4of 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, 22ndSeptember, 2017 to 29th September, 2017 (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 2016-17 is being sent by courier tothose Members whose 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 20of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of theSEBI(Listing Obligation and Disclosure Requirements) Regulations, 2015 executed by thecompany with the BSE, the company is pleased to provide members the facility to exercisetheir right to vote at the Annual General Meeting (AGM) by electronic means and the businessmay be transacted through 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, 2017 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 (Membership No. : 033714) has been appointedas the Scrutinizer to scrutinize the e-voting process in a fair and transparent 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 three 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 Tuesday, September 26, 2017 at 9.00 a.m. and endson Thursday, September 28, 2017 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, 2017, 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.

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


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(ix) 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, provided

that 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 EVSN of Trio Mercantile & Trading Limited on which you choose to vote.

(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 implies

that 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 confirmation

box 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 on

the Voting page.

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

by the 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 & 4 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 Hiren Kothari Jaymin Modi

Director Identification Number (DIN) 00050830 07352950

Date of Birth 17.10.1957 13.08.1992

Nationality Indian Indian

Date of Appointment on Board 27.09.2012 13.02.2017

Qualification Chartered Accountants Company Secretary

Shareholding 522225 -

List of Directorships held in other Companies - Honorable Securities Ltd - Sinner Energy (India) Ltd

(excluding foreign, private and Section 8 Companies) - Dataworld IT Services Ltd - Alan Scott Industries Ltd

- Generic Engineering Construction

and Projects Limited

Memberships/Chairmanships of Audit and Stakeholders' - 3 Commitee Chairman

Relationship Committees across Public Companies - 3 Commitee Member

(xix) Shareholders can also cast their vote using CDSL's mobile app m-Voting available forandroid based mobiles. The m-Voting app can be downloaded from Google Play Store. Appleand Windows phone users can download the app from the App Store and the WindowsPhone Store respectively. Please follow the instructions as prompted by the mobile appwhile 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) (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 Businessmentioned in the accompanying notice.

Item No.: 4

The Board of Directors of the Company appointed, pursuant to the provisions of Section 161(1)of the Act and the Articles of Association of the Company, Mr.Jaymin Modi as an Additional Directorof the Company with effect from 13th February, 2017. In terms of the provisions of Section 161(1)of the Act, Mr.Jaymin Modi would hold office up to the date of the ensuring Annual GeneralMeeting.

In terms of Section 149 and other applicable provisions of the Companies Act 2013('the act'),Mr.Jaymin Modi is proposed to be appointed as an independent Director for five Consecutiveyears.

The Company has received a notice along with the deposit of requisite amount under Section160 of the Act from a member proposing Mr.Jaymin Modi as a candidate for the office of Directorsof the Company. Mr.Jaymin Modi has confirmed to the Board that he qualifies to be an independentdirector as per the meaning given in Regulation 25 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations,2015 and Section 149(6) ofthe Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules,2014. In the opinion of the Board, Mr.Jaymin Modi fulfill the conditions for appointment asIndependent Directors as specified in the Act and the Listing Regulation. Mr.Jaymin Modi isindependent of the management. The Board of Directors considers that their continued associationwould immensely benefit the Company and it is desirable to continue to avail services of Mr.JayminModi as an Independent Director. Accordingly, the Board commends the passing of the ordinaryresolution proposed at item no.4 of the Notice. Copy of the draft letter for appointment ofMr.Jaymin Modi as an Independent Director setting out the terms and conditions are availablefor inspection by members at the registered office of the Company between 2.00 p.m. and 4.00p.m. on any working day (Monday to Friday), up to the date of the Annual General Meeting.Brief profile of Mr.Jaymin Modi and the disclosures required under SEBI (Lising Regulations)is given as additional information of Director, which forms part of the Notice.

Mr. Jaymin Modi is interested in the resolution proposed at item no.4 of the Notice since it relatesto their own appointment.

Item No. 5

Section 188 of the Companies Act, 2013 read with rule 15 of Companies (Meetings of Boardand its Powers) Rules, 2014, as amended; prescribe certain procedure for approval of relatedparty transactions. The Regulation 23 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015 has also prescribed seekingshareholders' approval for material related party transactions. Proviso to section 188 providesthat nothing contained in sub-section (1) of section 188 applies where transactions are enteredinto by the Company in the Ordinary course of business other than transactions which are noton an arm's length basis.

All the proposed transactions put up for approval are in ordinary course of business and atarm's length. Pursuant to the provisions of Regulation 23 of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the followingcontracts/ arrangements/ transactions are material in nature and require the approval of theunrelated shareholders of the Company by an ordinary resolution:-


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Sl.No.

Nature ofTransaction as perSection 188 of the

Comp anies Act,2013

Name of theDirector/KMP who

is related andnature of their

relationship

Maximum V alue ofthe Transactions

per annum(Rs. in Lakhs)

Name of theRelated Party

1. Purchase of Goods Mr. Jaymin Modi(Common Director)

10 crore Sinner Energy(India) Ltd

2. Sale of Goods Mr. Jaymin Modi(Common Director)

10 crore Sinner Energy(India) Ltd

As per regulation 23 of the Securites and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulation,2015, all material related party transactions shall require approval of theshareholders through ordinary resolution and the related parties shall abstain from voting on suchresolution whether the entity is related party to the particular transaction or not. Further, as perRule 15 of the Companies (Meeting of Board and its Powers) Rule 14, where any Director isinterested in any contract or arrangement with a related party, such Director shall not be presentat the meeting during discussion on the subject matter of the resolution relating to such contractor arrangement. Accordingly, all related parties of the Company, including, among others, TrioMercantile & Trading Limited group entities and the Directors or Key Managerial Personnel of TrioMercantile & Trading Limited shall not participate or vote on this resolution.

The Board recommends this resolution set out in Item No. 5 of this notice for approval of theMembers.

Except Mr. Jaymin Modi none of the Directors and Key Managerial Personnel of the Company andtheir relatives is concerned or interested in the said resolution

Item No. 6

In order to make optimum use of funds available with the Company and also to achieve long termstrategic and business objectives, the Board of Directors of the Company proposes to make useof the same by making investment in other bodies corporate or granting loans, giving guaranteeor providing security to other persons or other body corporate or as and when required. Pursuantto the provisions of section 186(3) of the Companies Act, 2013 and rules made there under, theCompany needs to obtain prior approval of shareholders / members by way of special resolutionpassed at the General Meeting in case the amount of investment, loan, guarantee or securityproposed to be made is more than the higher of sixty percent of the paid up share capital, freereserves and securities premium account or one hundred percent of free reserves and securitiespremium account. Accordingly, the Board of Directors of the Company proposes to obtain approvalof shareholders by way of special resolution as contained in the notice of the Extra-Ordinary GeneralMeeting for an amount not exceeding INR 50 Crores (Indian Rupees Fifty Crore Only) outstandingat any time notwithstanding that such investments, outstanding loans given or to be given andguarantees and security provided are in excess of the limits prescribed under Section 186 of theCompanies Act, 2013. The Directors therefore, recommend the Special Resolution for approval ofthe shareholders. None of the Directors, Key Managerial Personnel of the Company or their relativesor any of other officials of the Company as contemplated in the provisions of Section 102 of theCompanies Act, 2013 is, in any way, financially or otherwise, concerned or interested in the resolution.

By Order of the BoardSd/-

Place : Mumbai MEGHA V. TRIVEDIDate : 31.08.2017 COMPANY SECRETARY

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


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DIRECTORS' REPORT

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

Your Directors have pleasure in presenting their 15thAnnual Report on the business and operationsof the Company and the accounts for the Financial Year ended March 31, 2017.

1. FINANCIAL RESULTS(Rupees in Lakhs)

For the year ended For the year endedMarch 31, 2017 March 31, 2016

Total Income from Operations 2601.85 1986.06Finance Cost 13.32 9.57Depreciation 7.48 7.31Profit before Taxation 10.13 6.44Provisions for Taxes 3.36 4.64Exceptional Items - -Profit after Taxes 6.77 1.80Balance brought forward 921.64 919.84Prior Period Income - -Appropriations - -Profit carried to Balance Sheet 928.41 921.64Earnings per share 0.06 0.02

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

During the year income from operations was ` 2601.85 lakhs compared to income from operationsof ` 1986.06 lakhs during the previous financial year. The Profit was ` 10.13 lakhs as comparedto profit of ` 6.44 lakhs during the previous financial year.

3. Dividend

The Directors do not recommend any Dividend for the Financial Year 2016-17.

4. Reserves

Company does not propose to transfer any amount to the General Reserve. An Amount of` 6,77,251 is proposed to be retained in the statement of Profit & Loss Account.

5. Share Capit al

The paid up capital of the Company as on 31st March, 2017 was ` 11,64,62,750. During the yearunder review, the Company has not issued shares with differential voting rights, sweat equityshares 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 Mr.Hiren Kothari Director retire by rotation at the forthcoming Annual General Meeting and beingeligible, offer himshelf for reappointment.

Mr. Jaymin Modi was appointed as an Additional Director of the Company w.e.f. 13th February,2017.In accordance with the provisions of section 149 and other applicable provisions of the CompaniesAct, 2013, your Company is seeking appointment of Mr. Jaymin Modi as an Independent Directorfor five consecutive years not liable to retire by rotation.

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


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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 Six Board Meetings and Four Audit Committee Meetings were convened and held.The details of which are given in the Corporate Governance Report. The intervening gap betweenthe 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.

10. Remuneration Policy:

The policy of the Company on directors' appointment and remuneration, including the criteria fordetermining qualifications, positive attributes, independence of a director and other matters, asrequired under sub-section (3) of section 178 of the Companies Act,2013, is available on ourwebsite, at http://www.triomercantile.com/download/Remmuneration%20Policy.pdf. There has beenno change in the policy since last fiscal. We affirm that the remuneration paid to the directorsis as per the terms laid out in the Remuneration Policy of the Company.

11. Auditors:

In terms of the provisions of Section 139 of the Act read with the Companies (Audit and Auditors)Rules, 2014, it is mandatory to rotate the statutory auditors on completion of the maximum termpermitted under the said section. The Board of Directors has at its Meeting held on 31/08/2017recommended appointment of SDA & Associates, Chartered Accountants, Firm Registration No.120759W, as the new statutory auditors of the Company. Mr. Shrawan Kumar Roy will hold officefor a period of five consecutive years from theconclusion of the 15th Annual General Meeting tillthe Annual General Meeting to be held in the year 2022, subject to the approval of the shareholdersof the Company. The Company has received a certificate from the Statutory Auditors to the effectthat their appointment, if made, shall be in compliance with the provisions of Section 139 and141 of the Companies Act, 2013. Necessary resolution seeking approval of the members forappointment of new statutory auditors has been incorporated in the Notice convening the AnnualGeneral Meeting forming part of this Annual Report.

12. Auditors' Report:

The auditor's Report does not contain any qualification. Notes to accounts Auditors remarks intheir 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. Sanghavi& Co CompanySecretaries, Practicing Company Secretary have been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure II to this report. Thereport is self-explanatory.


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14. Vigil Mechanism/Whistler Bowler Policy :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and SEBI(Listing Obligation and Disclosure Requirements) Regulations, 2015. Agreement a Vigil Mechanism/Whistler Bowler Policy for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy/ Whistler Bowler Policy has been uploaded on the websiteof theCompanyathttp://www.tricomercantile.com/download%5CWhistle%20Blower%20Policy.pdf

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 III).

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 Financial Year of the Company to which the FinancialStatements relate 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, 2017.

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.

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

All related party transactions done by the Company during the financial year were at arm's lengthand in ordinary course of business. All related party transactions were placed in the meetingsof Audit Committee and the Board of Directors for their necessary review and approval. Duringthe financial year your Company has not entered into any material transaction (as per SEBI (ListingObligation and Disclosure Requirements) Regulations, 2015) with any of its related parties whichmay have potential conflict with the interest of the Company at large. Disclosure pursuant toAccounting Standards on related party transactions have been made in the notes to the FinancialStatements. To identify and monitor significant related party transactions Company has also frameda policy on the related party transactions and the same is available on the Company's websitehttp://www.triomercantile.com/download%5CRelated%20Party%20Transactions%20Policy.pdf


12

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) Regulation,2015 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, 2017.

24. Disclosures:

Audit Committee:

During the year Audit Committee comprises of Three Directors, two of whom are Non Executiveand Independent Directors and one Director who is Promoter and Executive Director. All theDirectors possess knowledge of corporate finance, accounts and company law. An Independent,Non Executive Director acts as Chairman of the Committee Meetings.

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

26. 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.

27. 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


13

(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.

28. Acknowledgement s

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


HIREN KOTHARI PALLA VI KOTHARIMANAGING DIRECTOR DIRECTOR

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

Place : MumbaiDate : 31.08.2017

ANNEXURE INDEX

Annexure Content

i. Particulars of Employee

ii. MR-3 Secretarial Audit Report

iii. Annual Return Extracts in MGT 9

iv. Form No. AOC - 2


14

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

Particulars of employees

The information required under section 197 of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given Below :

1. The ratio of the remuneration of each Director to the median remuneration of the employeesof the Company for the financial year 2016-2017

Hiren Kothari 300000 2.174

Non-Executive Directors

Pallavi Hiren Kothari 12000 0.065

Jayesh Gandhi 12000 0.065

Dilip Parekh 12000 0.065

Jaymin Modi 1500 0.011

Executive Directors Total Remuneration Ratio to MedianRemuneration

2. The percentage increase in remuneration of each director, Chief Financial Officer, ChiefExecutive Officer, Company Secretary or Manager, if any in the Financial Year.

3. The percentage increase in the median remuneration of employees in the financial year2016-17 was 2.91%.

4. There Company had 7 permanent employees on the rolls of company as on March, 31, 2017;

5. The 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 of there are any exceptionalcircumstances for increase in the managerial remuneration; Nil

6. The Key parameters of remuneration availed is as per remuneration policy of the Company.

Hiren Kothari Nil

Megha Trivedi 100%

Jigna Dani 100%

Directors, Chief Executive Officer ,Chief Financial Officer and Comp any Secret ary

% increase in remunerationin the Financial Year


15

ANNEXURE II

FORM NO. MR-3SECRETARIAL AUDIT REPORT

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

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

We have conducted the secretarial audit of the compliance of applicable statutory provisions underthe Companies Act, 2013, regulations laid down by the Securities and Exchange Board of India (SEBI),Foreign Exchange Regulations and other applicable laws listed hereinbelow and the adherence to goodcorporate practices by TRIO MERCANTILE AND TRADING LIMITED (hereinafter called the "Company")for the audit period covering the financial year ended on 31st March, 2017. Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating 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 filed andother records maintained by the company and also the information provided by the Company, itsofficers, agents and authorized representatives during the conduct of secretarial audit, we hereby reportthat in our opinion, the company has, during the audit period covering the financial year ended on31st March 2017, generally complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent, in themanner and subject to the reporting made hereinafter:

1. We have relied on and examined the books, papers, minute books, forms and returns filed andother records maintained by the Company and made available at its Registered office for thefinancial year ended on 31st March 2017, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder.

(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,2015; and

(c) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations, 2015

2. There were no actions/ events in pursuance of following Regulations of SEBI requiring compliancethereof 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;


16

(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; and

(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 Managing Directortaken on record by the Board of the Company and also relying on the representation made bythe Company and its Officers, in our opinion adequate system and process exists in the companyto monitor and ensure compliances with the provisions of general and there are no Laws andRegulations applicable specifically to the Company having regard to the sector/industry of thecompany as identified and confirmed by the management.

5. We have also examined compliance with the applicable clauses of the Secretarial Standards withregard to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by TheInstitute of Company Secretaries of India under the provisions of Companies Act, 2013.

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

We further report that compliances of finance and tax laws and maintenance of financial records andbooks of accounts has not been reviewed in this Audit since the same have been subject to reviewby 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. The changes in the compositionof the Board of Directors that took place during the period under review were carried out incompliance with the provisions of the Act.

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 seeking andobtaining further information and clarifications on the agenda items before the meeting and formeaningful participation at the meeting.

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

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

We further report that during the audit period, there were no specific events/actions in pursuanceof the above referred laws, rules, regulations, standards, guidelines etc. having a major bearing onthe Company's affairs.

H. P. SANGHVI & COMPANYCOMPANY SECRETARIES

Date: 31/08/2017 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 as ANNEXURE-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: 31/08/2017 Sd/-

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


18

ANNEXURE IVEXTRACT OF ANNUAL RETURN

As on financial year ended 31.03.2017 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 96.71 b. Professional Fees 9420 3.29

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 01/04/2016

No. of Shares held at the end of the year 31/03/2017

% Change during

the year

Demat Physical Total % of Total

Shares Demat Physical Total

% of Total

Shares A. PROMOTER'S (1). INDIAN (a). individual 610,995 - 610,995 5,246 610,995 - 610,995 5,246 - (b). Central Govt. - - - - - - - - - (c). State Govt(s). - - - - - - - - - (d). Bodies Corpp. 768,075 - 768,075 6,595 768,075 - 768,075 6,595 - (e). FIINS / BANKS. - - - - - - - - - (f). Any Other - - - - - - - - - Sub-total (A) (1):- 1,379,070 - 1,379,070 11,841 1 ,379,070 - 1,379,070 11,841 - (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)

1,379,070 - 1,379,070 11,841 1,379,070 - 1,379,070 11,841 -


19

(B) (1). PUBLIC SHAREHOLDING

(a). Mutual Funds - - - - - - - - - (b). Banks / FI 3,300 - 3,300 0.028 3,300 - 3,300 0.028 - (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): - 3,300 - 3,300 0.028 3,300 - 3,300 0.028 - 2. Non-Institutions (a). BODIES CORP. (i). Indian 1,190,223 1,650 1,191,873 10.234 1,321,059 1,650 1,322,709 11.357 1.123 (ii). Overseas - - - - - - - - - (b). Individuals - - - - - - - - - (i) Individual shareholders holding nominal share capital upto Rs.1 lakh

1,833,642 54,522 1,888,164 16.213 1,713,393 52,872 1,766,265 15.156 (1.047)

(ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh

7,098,868 85,000 7,183,868 61.684 6,983,408 85,000 7,068,408 60.692 (0.992)

(c). Other (specify) - - - - - - - - - Non Resident Indians - - - - 577 - 577 0.005 0.005 Overseas Corporate Bodies - - - - - - - - - Foreign Nationals - - - - - - - - - Clearing Members - - - - 105,946 - 105,946 0.910 0.910 Trusts - - - - - - - - - Foreign Boodies - D R - - - - - - - - - Sub-total (B)(2): - 10,122,733 141,172 10,263,905 88.131 10,124,383 139,522 10,263,905 88.130 (0.001) Total Public Shareholding (B)=(B)(1)+ (B)(2)

10,126,033 141,172 10,267,205 88.159 10,127,683 139,522 10,267,205 88.158 (0.001)

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) 11,505,103 141,172 11,646,275 100.000 11,506,753 139,522 11,646,275 100.000 0.000

(ii) Shareholding of Promoters

Sr. No.

Shareholder’s Name

Shareholding at the beginning of the year 01/04/2016

Share holding at the end of the Year 31/03/2017

%

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

% of total Shares of

the company

%of Shares

Pledged / encumbered to total shares

1. SKY SCRAPER PROPERTIES PVT LTD 660000 5.667 - 660000 5.667 - -

2. HIREN S KOTHARI 466235 4.003 - 471240 4.046 - 0.04

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

4. CHETNA CHETAN KOTHARI 50985 0.438 - - - - (0.44)

5. PALLAVI HIREN KOTHARI 37125 0.319 - 37125 0.319 - -

6. MANAN HIREN KOTHARI 26840 0.230 - 26840 0.230 - -

7. KHYATI RITESH SANGHAVI 20680 0.178 - 20680 0.178 - -

8. SHANTILAL TRIBHOVANDAS KOTHARI 5005 0.043 - - - - (0.04)

9. KHUSBOO HIREN KOTHARI 2200 0.019 - 2200 0.019 - -

10. MANJULA SHANTILAL KOTHARI 1540 0.013 - 1540 0.013 - -

11. GAPARIK TRADE & FINANCE RESOURCES PVT. LTD. 1375 0.012 - 1375 0.012 - -

12. FORAM CHETAN KOTHARI 385 0.003 - 385 0.003 - -


22

B. Remuneration to other directors: Sr. No.

Particulars of Remuneration Pallavi Kothari Dilip Parekh Jaymin Modi Jayesh Gandhi Total Amount

1. Independent Directors

• Fee for attending board / committee meetings

9,000 9,000 1,500 9,000 28,500

• Commission

• Others, please specify

Total (1)

2. Other Non-Executive Directors NIL NIL NIL NIL NIL

• Fee for attending board / committee meetings

• Commission

• Others, please specify

Total (2)

Total (B)=(1+2)

Total Managerial Remuneration NIL NIL NIL NIL NIL

Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER T HAN 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

260,000

600,000

Nil

Nil

(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 Nil

3 Sweat Equity

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

Others, please specify

Total 240,000 600,000 Nil Nil VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: N.A.

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 Nil Nil Nil Nil Nil

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 IV

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'slenghth 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

Indian economy has witnessed major factors during the year and it's impact on the economy

will take have impact in short term & long term.

Demonetization of the currency & successful implementation of GST will have positive impact

on the economy in the long run.

Organized sector is bound to benefit due to GST implementation and the economy will also

witness boost in growth in coming years.

Inflation :

Due to good monsoon & adequate rainfall inflation will be in control. Other steps taken by

Government has also kept inflation under control.

Government Policies :

The country is witnessing major Government policies & is opening door for foreign direct

investments. Overall reforms are showing positive impact on economy. Successful implementation

of GST is widely acknowledged as positive steps & will increase GDP of the country in future.

Cost of Funds :

Reserve Bank of India is graduaty decreasing Interest rate of Bank borrowings. Due to

Demonitisation huge amount of funds has come into the system of Banking channels. Banks

are decreasing Interest rate in gradual manner. Indian Economy still has huge burden of high

Interest cost. Govt. & Reserve Bank of India should cut further the borrowing cost of the corporate

world which will give further boost to Economic growth in general.


25

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.

d. The details of the familiarization programme of the Independent Directors are available on thewebsite of the Company(http://www.triomercantile.com/Policies.aspx)

REPORT ON CORPORATE GOVERNANCE

As required under Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) 2015, a separate Report on Corporate Governance is given below for the financial yearended on March 31, 2017 along with certificate of Auditors of the Company.

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 2017, the Board comprisesof 3 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 Stakeholders Relationship Committee are considered.* Excludes Alternate Directorships, Directorship in Indian Private Limited Companies and Foreign Companies

and Membership of Managing Committees of various bodies.** Mr. Jaymin Modi appointed as Additional Director w.e.f. February, 13, 2017.

b. Details of Meetings Held:

During the financial year 2016-2017 6 (Six) Board Meetings were held viz. 30th May, 2016,12th August, 2016, 1st September, 2016, 12th November, 2016, 13th February, 2017 and24th March, 2017.

The attendances of the Directors at these meetings are given below:

Sr.

No.

1 Mr. Hiren Kothari Promoter, Executive 2 - -

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

3 Mrs. Pallavi Kothari Non Independent - Non Executive 1 - -

4 Mr. Jaymin Modi ** Independent - Non Executive 3 3 3

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

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 6 YesMr. Jayesh Gandhi Director 6 YesMr. Dilip Parekh Director 6 NoMrs. Pallavi Kothari Director 6 YesMr. Jaymin Modi Director 1 No


26

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

b. MEETING AND ATTENDANCE DURING THE YEARDuring the year, four Audit Committee meetings were held viz; 30th May, 2016, 12th August, 2016,12th November, 2016 & 13th February, 2017

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

Mr. Dilip Parekh 4 4

Mr. Hiren Kothari 4 4

Mr. Jayesh Gandhi 4 4

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 isto 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 under section177(4) of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulation, 2015.

4. NOMINATION AND REMUNERATION COMMITTEEa. COMPOSITION:

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

2. BOARD EVALUATION MECHANISMPursuant 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.

3. AUDIT COMMITTEEa. Composition:

During the year Audit Committee comprises of Three Directors, two of whom are Non Executiveand Independent Directors and one Director who is Promoter and Executive Director. All theDirectors possess knowledge of corporate finance, accounts and company law. An Independent,Non Executive Director acts as Chairman of the Committee Meetings.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 Position CategoryMr. Jayesh Gandhi Chairman Independent, Non ExecutiveMr. Dilip Parekh Member Independent, Non-ExecutiveMrs. Pallavi Kothari Member Non-Independent, Non-Executive

b. MEETING AND ATTENDANCE DURING THE YEARDuring the year, Two Nomination and Remuneration Committee were held viz; 30th May, 2016,1st September, 2016

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

Mr. Jayesh Gandhi 2 2

Mr. Dilip Parekh 2 2

Mrs. Pallavi Kothari 2 2


27

f. Shares held by Non Executive Directors as on 31st March, 2017:

The details of shares held by Non Executive Directors as on 31st March, 2017 are given below:

5. STAKEHOLDERS RELA TIONSHIP COMMITTEE

The Stakeholders' Relationship Committee of the Company as on 31st March, 2017 comprisesof Three (3) members chaired by Mr. Jayesh Gandhi Independent, Non Executive Director. TheCommittee normally deals with various matters relating to:

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 may be paid to Executive Directorson recommendationof the Nomination &Remuneration Committee and on approvalof the Board of Directors, in the Board meeting andsubject to the subsequent approval of the shareholders at the General Meeting and such otherauthorities, if necessary. The remuneration may be fixed considering various factors such asqualifications, experience, expertise, prevailing remuneration in the corporate world and thefinancial position of the Company. The remuneration comprises of basic salary, perquisites andallowances, contribution to provident fund and other funds.

e. REMUNERATION TO THE EXECUTIVE DIRECTOR& NON EXECUTIVE DIRECTOR FOR THEYEAR ENDED 31ST MARCH 2017:

Non Executive Directors were paid sitting fees on attending the Board Meeting and committeemeeting .

Mr. Hiren Kothari Managing Director of the Company is drawing Salary of ` 25000/- p.m. fromthe Company.

There is no performance linked incentive payable to any of the Directors of the Company.

The total salary paid to the Mr. Hiren Kothari Managing Director during the year is given below:

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

Granted Exercised PendingMr. Hiren Kothari Managing Director 25000 p.m. Nil Nil Nil

Name of the Director No. of Equity Shares held as on 31st March, 2017Mr. Jayesh Gandhi -Mrs. Pallavi Kothari 37125Mr. Dilip Parekh -Mr. Jaymin Modi -


28

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 Relationsl Attending to the queries /complaints relating to shareholders forwarded by the Stock

Exchanges, Securities & Exchange Board of India, Ministry of Corporate Affairs.Four meetings of Stakeholders' Relationship Committee were held during financial year 2016-2017viz. 28th May, 2016, 12th August, 2016, 12th November, 2016 & 14th February 2017. All themembers were present in the meeting.

a. Composition:As on 31st March, 2017 the committee comprises of the following members:

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

6. SHAREHOLDER INFORMATIONa. Next Annual General Meeting

15thAnnual General Meeting of the company will be held on 29th September, 2017, at 10.00 a.m.at 613/B, Mangal Aaarambh, Kora Kendra, Borivali (West), Mumbai - 400092.

b. Financial Calendar of the Board Meetings to adopt the Accounts for the Financial Year 2017-2018 (Tentative and subject to changes) :For the year 2017-2018, quarterly un-audited/annual audited results shall be announced by:For the quarter ending 30th June, 2017 : 14th September, 2017For the quarter ending 30th September, 2017 : 14th December, 2017For the quarter ending 31st December, 2017 : 14th February, 2018For the year ended 31st March, 2018 : 30th May, 2018 (Audited)

c. Book Closure:The dates of Book Closure are from 22nd September, 2017 to 29th September, 2017 (both days Inclusive).

d. Listing on Stock Exchanges:The Equity Shares of the Company are listed over the Bombay Stock Exchange Limited (BSE).

e. Stock Code:

Bombay Stock Exchange Ltd Scrip Code: 534755. Scrip ID: TRIOMERCANTILE

ISIN INE234G01014

e. General Body Meetingsi. Annual General Meetingsi. DETAILS OF THE LAST THREE ANNUAL GENERAL MEETINGS

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

Financial Location Date Time No. of Special Year Resolutions

passed

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

Mumbai - 400 092.


Mumbai - 400 092.


Mumbai - 400 092.


29

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 2016-2017 were:

Particulars No. of shares held % of shares held

Physical Form 139522 1.20

Demat Form 11506753 98.80

All the Special Resolutions placed before the shareholders at the Meetings were approved.

iii. No Post al Ballot Meetings were held during year .

g. Shares in Physical / Demat form as on 31st March, 2017:

ii. Details of the last three year's extra ordinary general meetings

Financial Location Date Time No. of S pecial Year Resolutions

passed

2014-2015 613/B, Mangal Aarambh, 5th November, 02.00 P.M. 01Kora Kendra Road, Borivali (West), 2014

Mumbai - 400 092.

BSE SENSEX

High Low High Low

(Rs.) (Rs.)

Apr'16 23.20 23.20 26100.54 24523.00

May'16 22.05 20.95 26837.20 25057.93

Jun'16 19.95 19.00 27105.41 25911.33

Jul'16 18.05 13.35 28240.20 27034.14

Aug'16 13.25 12.69 28532.25 27627.97

Sep'16 15.20 13.90 29077.28 27716.78

Oct'16 15.50 11.28 28477.65 27488.30

Nov'16 - - 28029.80 25717.93

Dec'16 10.72 9.69 26803.76 25753.74

Jan'17 9.69 7.15 27980.39 26447.06

Feb'17 10.96 8.15 29065.31 27590.10

Mar'17 15.45 10.55 29824.62 28716.21

i. Distribution of Shareholding as on 31st March, 2017:

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

1 2 3 4 5

Upto to 100 221 17.32 9000 0.08

101 to 200 244 19.12 31326 0.27

201 to 500 194 15.20 62944 0.54

501 to 1000 114 8.93 77575 0.67

1001 to 5000 155 12.15 408362 3.51

5001 to 10000 149 11.68 1244008 10.68

10001 to 100000 185 14.50 6154785 52.85

100001 to above 14 1.10 3658275 31.41

TOTAL 1276 100.00 11646275 100.00


30

j. 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.

k. 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 and Apla Mahanagar(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 specified under regulation 34 of SEBI (Listing Obligations andDisclosure Requirements) 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

The Board has approved a policy for related party transactions which have been uploadedon the Company's website.

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. Whistle Blower policy has been uploaded on the website of theCompany at http://www.triomercantile.com/download%5CWhistle%20Blower%20Policy.pdf

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.


31

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, 2017.

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 websitewww.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:

"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 2016-2017."

HIREN KOTHARI Managing Director

h. Registered Office Plant Locationof the Comp any

613/B, Mangal Aaarambh,Kora Kendra, Borivali (West),Mumbai - 400092.Maharashtra, India.Tel: (91-22) 2833 5998 / 99Website: www.triomercantile.comCIN: L51909MH2002PLC136975

11. Compliance :

As required by Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulation, 2015, the Auditors' certificate on corporate governance isannexed to this Report.

Company has also made the necessary disclosures as required in sub-para (2) to (10) of PartC of Schedule of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Further Company has complied with the Corporate Governance requirements specified inregulation 17 to 27 and clauses (b) to (i) of sub -regulation (2)

12. Compliance with Discretionary 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.


32

AUDITORS CERTIFICATE

To the members of Trio Mercantile & Trading Limited

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

Limited ('the Company") for the year ended on 31st March, 2017 as stipulated in part C of Schedule

V of Securities exchange Board of India (Listing Obligations and Disclosure Requirements), Regulation,

2015 (the "Listing Regulations").

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

examination was limited to procedures and implementation 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 Regulation, as applicable except following:

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 : 31.08.2017 Membership No. 043746


33

CEO (MANAGING DIRECTOR) & CFO CERTIFICATION

The Managing Director of the Company gives 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 gives 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) & CFO CERTIFICATION

To

The Board of Directors

Trio Mercantile & Trading Limited

Mumbai

We Hiren Kothari, Managing Director and Jigna Dani CFO of Trio Mercantile & Trading Limited hereby

certify that

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

March,2017 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) We accept responsibility for establishing and maintaining internal controls for financial reporting

and that we have evaluated the effectiveness of internal control systems of the company

pertaining to financial reporting and we have disclosed to the auditors and the Audit Committe,

deficiencies in the design or operation of such internal controls, if any, of which we are aware

and the steps we have taken or propose to take to rectify these deficiencies.

(d) we 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

disclosedin the notes to the financial statements; and

(iii) Instances of significant fraud of which we 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 KOTHARI JIGNA DANIDate : 30th May, 2017 Managing Director Chief Financial Officer


34

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 2017, 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 (hereinafter referred to as'financial statement').

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.


35

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 2017 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 the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act, we give in theAnnexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

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 March2017 taken on record by the Board of Directors, none of the directors is disqualifiedas on 31 March 2017 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.

(iv) The company has provided requisite disclosures in its financial statements as to holdingsas well as dealings in Specified Bank Notes during the period from 8 November, 2016to 30 December, 2016 and these are in accordance with the books of accountsmaintained by the Company. Refer to Note 23(5) to the financial statements.


FR No. 121233W

KOSHAL MAHESHWARIPlace : Mumbai PROPRIETORDate : 30.05.2017 Membership No. 043746


36

ANNEXURE - A TO THE AUDITORS' REPORTThe Annexure referred to in Independent Auditors' Report to the members of TRIO MERCANTILE AND TRADINGLTD ("the Company") on the financial statements for the year ended 31 March 2017, 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 company does not have any immovable property at the endof the year.

(ii) (a) According to the information and explanations given to us and on the basis of our examinationof the records of the Company, the physical verification of inventories has been conducted atreasonable interval by the management except the inventories consist of shares & securitiesmaintained in electronic (dematerialization) mode which was reconciled with the dmat statement.

(b) No material discrepancies have been noticed on such verification and reconciliation.(iii) According to the information and explanations given to us, the Company has not granted any loans

secured 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 whichrequire compliance with the provisions of section 185.However, the Company has complied with theprovisions of s.186 of the Act, with respect to loans and investments made.

(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 taxand profession tax. The amount of service tax Rs.3045489/-and cess Rs. 48964/- were arrearsas at 31st March,2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there no dues of income tax or salestax or service tax or duty of customs or duty of excise or value added tax which have not beendeposited with the appropriate authorities on account of 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. Accordingly, paragraph 3 (ix) of the Order is notapplicable.

(x) According to the information and explanations given to us, no fraud by the Company or on the Companyby 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. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the recordsof the Company, the company has undertaken transactions with the related parties and has compliedwith section 177 and 188 of the Act and details of such transactions have been disclosed in the financialstatements as required by the AS 18.

(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.

(xv) 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. Accordingly, paragraph 3 (xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.FOR KOSHAL & ASSOCIATES

CHARTERED ACCOUNTANTSFR No.121233W

KOSHAL MAHESHWARIPlace : Mumbai PROPRIETORDate : 30.05.2017 Membership No 043746


37

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 2017 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.


38

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 2017, 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 : 30.05.2017 Membership No 043746


39

BALANCE SHEET AS ON MARCH 31, 2017

I. EQUITY AND LIABILITIES

(1) Shareholders' Funds

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

(b) Reserves and Surplus 3 137,472,814 136,795,563

253,935,564 253,258,313

(2) Non - current liabilities

(a) Long term borrowings 4 31,463,255 32,074,754

(b) Deferred tax liabilities (Net) 5 183,856 353,240

31,647,111 32,427,994

(3) Current Liabilities

(a) Short Term Borrowing 7,902,212

(b) Trade payables 6 65,183 12,529,555

(c) Other current liabilities 7 26,546,631 29,156,993

34,514,026 41,686,548

TOTAL 320,096,701 327,372,855

II. ASSETS

(1) Non - current assets

(a) Fixed Assets

(i) Tangible assets 8 329,862 1,234,141

(b) Long term loans and advances 9 226,295,693 203,051,616

(c) Other non current assets 10 47,159,005 52,289,301

273,784,560 256,575,058

(2) Current Assets

(a) Inventories 11 11,190,261 21,312,286

(b) Trade receivables 12 19,303,374 39,483,865

(c) Cash and cash equivalents 13 6,787,062 2,761,936

(d) Short term loans and advances 14 9,031,444 7,239,710

46,312,141 70,797,797

TOTAL 320,096,701 327,372,855

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. 31.03.2017 31.03.2016

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

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 : 30.05.2017


40

STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2017

I. Revenue from Operations 15 251,262,082 188,449,078

II Other Income 16 8,922,987 10,156,588

III Total revenue (I + II) 260,185,069 198,605,666

IV Expenses

Purchases 240,190,664 184,634,129

Changes in inventories of finished goods, 17 10,122,025 3,831,624

work in progress and stock in trade

250,312,689 188,465,753

Employee benefits expense 18 2,165,974 1,140,174

Finance costs 19 1,332,161 957,213

Depreciation 20 748,279 730,912

Other expenses 21 4,613,099 6,667,879

Total Expenses 259,172,202 197,961,931

V Profit before tax (VII-VIII) 1,012,867 643,735

VI Tax expense:

(1) Current tax 505,000 456,000

(2) Deferred tax (169,384) 7,862

335,616 463,862

VII Profit/(Loss) for the period (XI + VIV) 677,251 179,873

VIII Earning per equity share:

(1) Basic 22 0.06 0.02

(2) Diluted 22 0.06 0.02

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. 31.03.2017 31.03.2016

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









41

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2017

Cash flows from operating activities

Profit before taxation 1,012,867 643,735

Adjustments for:

Depreciation and amortization expense 748,279 730,912

Interest received (8,910,687) (10,123,688)

Dividends received (1,800) (32,900)

Profit on sale of crane (10,500) -

Interest expenses 1,332,161 957,213

(6,842,547) (8,468,463)

(5,829,680) (7,824,728)

(Increase)/ decrease in trade and other receivables 20,180,491 (16,455,282)

(Increase)/ decrease in inventories 10,122,025 (19,531,378)

(Increase)/ decrease in Other non current Assets 5,130,296 9,873,955

(Increase)/ decrease in Short Term Loans and Advances (1,791,734) 972,020

Increase/ (decrease) in trade payables (12,464,372) 4,070,378

Prior year profit - 44,881,502

21,176,706 23,810,995

15,347,026 15,986,267

Taxes paid (505,000) (705,856)

Net cash from operating activities 14,842,026 15,280,411

Cash flows from investing activities

Proceeds from sale of Assets 156,000 -

Proceeds from Loans given 83,990,951 168,907,169

Loans & advances given (107,235,028) (300,094,439)

Profit on sale of Crane 10,500 -

Interest received 8,910,687 10,123,688

Dividend received 1,800 32,900

Net cash from investing activities (14,165,090) (121,030,682)

Cash flows from financing activities

Share Capital (Merger) - 60,630,000

Proceeds from Short Term Borrowings 5,291,850 21,568,999

Repayment of Long term borrowings (611,499) 24,559,517

Interest paid (1,332,161) (957,213)

Net cash from financing activities 3,348,190 105,801,303

Net increase/(decrease) in cash and cash equivalents 4,025,126 51,032

Cash and cash equivalents at beginning of reporting period 2,761,936 2,710,904

Cash and cash equivalents at end of reporting period 6,787,062 2,761,936

Particulars For the year endedMarch 31, 2017

For the year endedMarch 31, 2016







(PALLAVI KOTHARI) (JIGNA DANI)Director Chief Financial OfficerDIN : 00050947


42

NOTES FORMING PART OF BALANCE SHEET AND PROFIT AND LOSS ACCOUNTNote No. 1A. Significant Accounting policies1. Basis of Prep aration of financial st atement

The Financial statements of Trio Mercantile & Trading Ltd have been prepared and presented inaccordance 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 rates

prescribed in theSchedule II of 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 to

the 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 income

is exclusive of Service Tax.c) Income from interest on deposits and loans if any is recognized on the time proportionate method

based on underlying interest rates.d) Revenue from sale of goods is recognized on transfer of all significant risk and rewards of

ownership to the buyer6. 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.

7. 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.

8. Provisions, Contingent liabilities and Contingent Asset sContingent 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.

9. Borrowing Cost s :a. Borrowing costs that are attributable to the acquisition or construction of an asset are capitalized

as part of cost of such assets till such time the asset is ready form its intended commercial use.b. Other borrowing costs are charged off to Revenue Account in the year in which they are incurred.10. IMPAIRMENT OF ASSETS:

The carrying amount of assets is reviewed at each balance sheet date to determine if there isany indication of impairment thereof based on external / internal factors. An impairment loss isrecognized wherever the carrying amount of an asset exceeds its recoverable amount, whichrepresents the greater of the net selling price of assets and their value in use. The estimatedfuture cash flows are discounted to their present value at appropriate rate arrived at afterconsidering the prevailing interest rates and weighted average cost of capital.


43

NOTES TO FINANCIAL STATEMENTS

2. Share Capital:

Authorized:

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

21,100,000 211,000,000 21,100,000 211,000,000

Issued, subscribed and fully paid up:

Equity shares of Rs.10 /- each

At the beginning of the reporting period 11,646,275 116,462,750 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 11,646,275 116,462,750 11,646,275 116,462,750

Note AS AT AS AT

No. 31.03.2017 31.03.2016

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 48,250,544 13,545,019 136,795,563

Transferred from/to Profit & Loss Account - - 677,251 677,251

At the close of the reporting period 75,000,000 48,250,544 14,222,270 137,472,814

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

3. Reserves and Surplus:


44


4. Long term Borrowings

1) Secured Loans:

HDFC Bank Ltd (Car Loan) 201,812 306,014

Union Bank CC Account 8,850,967 7,074,528

9,052,779 7,380,542

2 Unsecured Loans:

i) Loan Against Property of Directors 17,571,991 18,050,000

ii) Other loans and advances 4,838,485 6,644,212

31,463,255 32,074,754

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 34,378

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

c) On account of Unabsorbed losses and depreciation under the

Income Tax Act, 1961 - -

34,378 34,378

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

6. Trade Payables

i) Others 65,183 12,529,555

65,183 12,529,555

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 19,980,897 23,628,325

ii) Statutory payables 3,650,895 2,406,125

iIi) Indirect Tax Authorities Payable 2,914,839 3,122,543

26,546,631 29,156,993

Particulars AS AT AS ATMarch 31, 2017 March 31, 2016

( ` ) ( ` )


45

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46


9. Long term loans and advances:Unsecured and Considered Goodsi) Security Deposit 628,000 628,000ii) Other loans & advances 225,667,693 202,423,616

226,295,693 203,051,61610. Other non current asset s

Unsecured and Considered Goodsi) Others 47,159,005 52,289,301

47,159,005 52,289,30111. Inventories:

i) Stock in trade (certified by management) 11,190,261 21,312,286

11,190,261 21,312,28612. Trade receivables:

Unsecured and Considered Goodsi) Trade receivables exceeding six months 1,220,491 1,262,791ii) others 18,082,883 38,221,074

19,303,374 39,483,86513. Cash and cash equivalent s:

i) Balances with banks- in Current Accounts 6,004,634 1,655,806

ii) Cash on hand 782,428 1,106,130

6,787,062 2,761,936

14. Short term loans and advances:Unsecured and Considered Goodsi) Others 9,031,444 7,239,710

9,031,444 7,239,710

15 Revenue from operations:i) Sale of products 242,650,209 180,967,233ii) Sale of Services 8,264,960 7,414,133iii) Other operating revenues 346,913 67,712

251,262,082 188,449,078

16 Other Income:i) Interest income 8,910,687 10,123,688ii) Dividend Income 1,800 32,900iii) Profit on sale of crane 10,500 -

8,922,987 10,156,588


( ` ) ( ` )


47


17. Changes in inventories of finished goods, work in progress and stock in trade:Stocks at the end of the year

i) Traded goods 11,190,261 21,312,286

Total 11,190,261 21,312,286

Less:

Stocks at the beginning of the yeari) Traded goods 21,312,286 25,143,910

Total 21,312,286 25,143,910

10,122,025 3,831,624

18. Employee Benefit Expenses:i) Salaries and wages 2121600 1,062,150ii) Staff welfare expenses 44374 78,024

2,165,974 1,140,174

19. Finance Cost s:i) Interest expenses 1,332,161 957,213

1,332,161 957,213

20. Depreciation and amortization:i) Depreciation 748,279 730,912

748,279 730,912

21. Other expenses:i) Payment to the auditors

- as auditor 28,750 28750 - for taxation matters 5,750 5750

ii) Remuneration to whole time directors 300,000 340000iii) Legal and professional charges 514,280 1929001iv) Miscellaneous expenses 3,764,319 4,364,378

4,613,099 6,667,879

22. Earnings per share:Basic/DilutedProfit for the year after tax expense 677,251 179,873

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

Earning per share 0.06 0.02


( ` ) ( ` )


48

3. In the opinion of the management and to the best of their knowledge and belief the value underthe head of the current assets and non-current assets (other than Fixed assets) are approximatelyof the value stated, if realized in ordinary course of the business, except unless stated otherwise.The provision for all the known liabilities is adequate and not in excess of amount consideredreasonably necessary.

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

As at As at31.03.2017 31.03.2016

a. The Principal amount and the interest due thereon remainingunpaid 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 beenidentified on the basis of information collected by the Management.

Note No. 23 - Notes to Account s

1. Contingent Liabilities and Commitment s (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. Pallavi Hiren Kothari4) Mr. Jaymin Modi

iii) Entities having significant influence over the comp any

Transactions:Remuneration 300000 340000Reimburse of Expenses 6000 18100

Other Related Parties2016-17 2015-16


49

5. Disclosure on Specified Bank Notes During the year, the Company had Specified Bank Notes(SBNs) or other denomination notes as defined in the MCA notification, G.S.R. 308(E), datedMarch 31, 2017. The details of SBNs held and transacted during the period from November8, 2016 to December 30, 2016, the denomination-wise SBNs and other notes as per thenotification are as follows :

Particulars SBNs (1) Otherdenomina-tion notes

Total

1,000 500

Closing cash in hand as on Nov 8, 2016 70000 100000 515072 685072

Add : Permitted receipts - - -

Less : Permitted payments - (11177) (11177)

Less : Amount deposited in Banks (70000) (1,00,000) - (170,000)

Less : Amount Withdraw from in Banks - 176000 176000

Closing cash in hand as on Dec 30, 2016 - - 503895 679895

"For the purposes of this clause, the term 'Specified Bank Notes' shall have the same meaningprovided in the notification of the Government of India, in the Ministry of Finance, Departmentof Economic Affairs number S.O. 3407(E), dated November 8, 2016."





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


KOSHAL MAHESHWARIPROPRIETORMEMBERSHIP NO. 043746


TRIO MERCANTILE & TRADING LIMITEDRegistered office : 613/B, Mangal Aarambh, Kora Kendra, Borivali (West), Mumbai - 400092.

Tel : +91-22-2833 5999, Fax : +91-22-2833 5998, web site : www.triomercantile.comCIN No. L51909MH2002PLC136975

ATTENDENCE SLIPVenue of the meeting : 613/B, Mangal Aarambh, Kora Kendra, Borivali (West), Mumbai - 400092.Date & Time : September 29, 2017 at 10.00 A.M.

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE

TRIO MERCANTILE & TRADING LIMITED

Tear Here

*Applicable for investors holding shares in Electronic Form.I certify that I am the registered shareholders/proxy for the registered shareholder of the company.I hereby record my presence at the 14th Annual General Meeting of the Company held on 29th September 2017 at 10.00 A.M. at 613/B, MangalAarambh, Kora Kendra, Borivali (West), Mumbai - 400092.*Applicable for shareholders holding shares in electronic form.

Signature of Member/ ProxyNote: 1. Electronic copy of the Annual Report for 2016 and Notice of the Annual General Meeting along with Attendance Slip and Proxy Form isbeing sent to all the members whose email address is registered with the Company/Depository Participant unless any member has requested fora hard copy of the same. Shareholders receiving electronic copy and attending the Annual general Meeting can print copy of this attendance Slip.2. Physical copy of the Annual Report for 2016 and Notice of the Annual General Meeting along with attendance slip and proxy Form is sentin the permitted mode(s) to all members whose email id is not registered or have requested for a hard copy.

NameAddressDp Id*Client Id*Folio No.No. of Shares held

Registered office : 613/B, Mangal Aarambh, Kora Kendra, Borivali (West), Mumbai - 400092.CIN No. L51909MH2002PLC136975

(PROXY FORM)(Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014)

15TH ANNUAL GENERAL MEETING

I/We, being the member(s) of shares of the above named company, hereby appoint1. Name :_________________________________________________________________________________________________________

Address :_______________________________________________________________________________________________________E-mail Id :_____________________________________________________________ Signature :____________________, or failing him

2. Name :_________________________________________________________________________________________________________Address :_______________________________________________________________________________________________________E-mail Id :_____________________________________________________________ Signature :____________________, or failing him

3. Name :_________________________________________________________________________________________________________Address :_______________________________________________________________________________________________________E-mail Id :_____________________________________________________________ Signature :____________________, or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 15th Annual General Meeting, of the company, to be heldon the 29th day of September, 2017 at 10.00 a.m. at 613/B, Mangal Aarambh, Kora Kendra, Borivali (West), Mumbai - 400 092 and at anyadjournment thereof in respect of such resolutions as are indicated below :

Name of the Member(s)Registered Address :_______________________________________________________________________________________________Email ID :_____________________________________________ Folio No./Client ID :___________________ DP ID :___________________

Signed this ____________________ day of _____________ 2017.Signature of the Shareholder______________________________Signature of Proxy holder(s) ______________________________NOTE: This form must be deposited at the Registered Office of the Company not later than 48 hours before the time of the Meeting.

Affix Re.1

RevenueStamp

Ordinary Business1. Consider and adopt the Audited statement of Profit and Loss for the Financial Year ended March 31, 2017, the

Balance Sheet as at that date and the reports of the Board of Directors and Auditors thereon.2. Re appointment of Mr. Hiren Kothari, who retires by rotation.3. Appointment of Statutory Auditor and fixing their remuneration.

Special Business4. Appointment of Mr. Jaymin Modi as an Independent Director5. Approval of Contract / Arrangement for Material Related Party Transactions with Related Party.6. Consider and approval of Investment(s), Loans, Guarantees, and Security in excess of limits specified under section 186 of CA, 2013.

Sr.No. Resolutions For Against

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Trio Mercantile & Trading LimitedTRIO MERCANTILE & TRADING LIMITED 15thA NNUAL R EPORT 1 NOTICE The Fifteenth Annual General Meeting of Trio Mercantile & Trading Limited will be held

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