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Company Information

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TRITON CORP LTD.

12 May 2025 | 04:01

Industry >> IT Consulting & Software

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ISIN No INE982C01033 BSE Code / NSE Code 523387 / TRITON Book Value (Rs.) 0.00 Face Value 1.00
Bookclosure 28/09/2024 52Week High 1 EPS 0.00 P/E 0.00
Market Cap. 11.39 Cr. 52Week Low 0 P/BV / Div Yield (%) 0.00 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

Your Directors have pleasure in presenting their 34th Annual Report along with the standalone and consolidated summary
financial statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

Audited Financials Results -Standalone

(Rs. In Lakhs)

Particulars

Year ended 31 March, 2024

Year ended 31 March, 2023

Net Sales/Income from Operations

0

0

Other Income

1.26

0.56

Total Income

1.26

0.56

Total Expenses

44.39

19.45

Profit / (Loss) Before Taxation

(43.13)

(18.89)

Provision for Tax

0

0

Profit / (Loss) After Taxation

(43.13)

(18.89)

Surplus / (Deficit) carried to Balance Sheet

(43.13)

(18.89)

Earning Per Share

(0.022)

(0.009)

Audited Financials Results - Consolidated

(Rs. In Lakhs)

Particulars

Year ended 31 March, 2024

Year ended 31 March, 2023

Net Sales/Income from Operations

0

0

Other Income

1.26

0.56

Total Income

1.26

0.56

Total Expenses

44.81

19.90

Profit / Loss Before Taxation

(43.55)

(19.34)

Provision for Tax

0

0

Profit / Loss After Taxation and before Minority Interest

(43.55)

(19.34)

Profit / Loss After Taxation and after Minority Interest

(43.55)

(19.34)

Earning Per Share

(0.022)

(0.010)

OPERATIONS

Company has not commenced its operations due to continued financial difficulties. Company is putting all efforts for the revival
of business and exploring new business opportunities.

CAPITAL STRUCTURE

During the current year, there is no change in the Authorised and Paid up Share Capital of the Company. Company has not
received any additional Capital. Total Paid up Share Capital of the Company as on 31st March, 2024 is Rs. 199,889,650/-.

DIVIDEND

In view of financial losses of the Company during 2023-2024, Your Directors do not recommend any dividend for the financial
year 2023-2024.

RESERVE

The Board of Directors of the Company does not propose any amount to carry to any reserve for the financial year ended March
31, 2024.

PUBLIC DEPOSITS

The Company has not accepted / invited any public deposits during the period under review and hence provisions of Section 73
of the Companies Act, 2013 is not applicable.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the
requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all
the stipulations prescribed.

The detailed Corporate Governance Report forms part of this Director's Report vide "Annexure-I".

CONSOLIDATED FINANCIAL STATEMENTS

These financial statements are the Seventh financial statements of the Company under Ind AS. The Accounting policies adopted
in the preparation of financial statements are in line with that of the Listed Entity.

Pursuant to the provisions of Section 136 of the Companies Act, 2013 the Financial Statements of the Company, the Consolidated
Financial Statements along with all relevant documents and Auditors Report thereon form part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your
Company have been appended to this report in terms of the Listing Agreement and marked as
"Annexure II".

Particulars of Employees

None of the Employees of the Company draws remuneration exceeding the limits prescribed under Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Companies Act, 2013 hence
the statement required under the said is not required to be annexed.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINACIAL POSITION OF THE COMPANY

No material changes have occurred and commitments made, affecting the Financial Position of the Company, between the end of
the financial year of the company and the date of this report.

VIGIL MECHANISM

The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of
applicable laws and regulations and the Code of Conduct under the supervision of Audit Committee. During the year under
review, no report related to the violation received.

ANNUAL ACCOUNTS OF SUBSIDIARY COMPANY

Your Company has one Subsidiary Company namely Maple eSolutions Limited in which your Company holds 99.99% of
shareholding.

As per the provisions of Sec 129 (3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules, 2014, a
separate statement containing salient features of financial statements of subsidiary has been attached with Consolidated Financial
Statements for the year 2023-2024 and the performance and financial position of the Subsidiary Company is annexed in Form
AOC-1 and enclosed as
"Annexure III".

The Consolidated Financial Statements have been presented in the Annual Report.

STATUTORY AUDITORS

The Company at its Twenty Ninth AGM held on 30th September, 2019 appointed M/s AAAM & Co. LLP, Chartered Accountants,
Delhi, having Firm Registration No. 08113C allotted by The Institute of Chartered Accountants of India, as Statutory Auditors of
the Company to hold office, from the conclusion of the said AGM until the conclusion of Annual General Meeting for financial year
2023-2024. The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from them conveying
their eligibility for being statutory auditors of the Company.

AUDITORS' REPORT

The observations/qualifications of the Auditors in the Auditors Report are explained and clarified, wherever necessary, in the
appropriate Notes to the Accounts.

SECRETARIAL AUDITORS

M/s VJ & Associates, Company Secretaries have been appointed as Secretarial Auditor of the Company for the financial year
2023-2024 in line with the provisions of Section 204 of the Companies Act, 2013. The Report of Secretarial Auditor (Form MR-3)
for the Financial Year 2023-2024 is annexed vides
"Annexure IV".

PREVENTION OF INSIDER TRADING:

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the
Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price sensitive
information to preserve the confidentiality of price sensitive information to prevent misuse thereof and regulate trading by
designated persons.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As our company has 4 directors out of which one is Managing Director whose tenure is fixed and not liable to retire by rotation,
2 independent directors, who are not liable to retire by rotation as per companies Act, 2013. Mrs. Meena Rastogi, Director of
the Company retires by rotation and being eligible offer herself for re-appointment. Appointment of Mrs. Meena Rastogi is in
compliance with the provisions of Section 164(2) of the Companies Act, 2013.

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 with respect to appointment
and tenure of the Independent Directors which came into effect from April 1, 2014, the Independent Directors shall be appointed
for not more than two terms of five years each and shall not be liable to retire by rotation. The Term shall be effective prospectively.

Mr. Bharat Singh Bisht and Mr. Tushar Rastogi, Independent Director of the Company are having an independent capacity in the
management.

Following are the Key Managerial Personnel of the Company under the provisions of Section 203 of the Companies Act, 2013.

sttno

Name

Designation

1.

Sheetal Jain

Managing Director

2.

Rajeev Kumar Gupta

Chief Financial Officer

3.

Jyoti Kumari(Resigned on 09-04-2024)

Company Secretary

NUMBER OF MEETINGS OF THE BOARD

During the period commencing from 1st April, 2023 and ending on 31st March, 2024, the board of directors of your company met
on the following dates on 26th May, 2023, 11th August 2023, 30th August, 2023, 09th November, 2023, 08th January,2024, 09th February,
2024.

RISK MANAGEMENT

The Company has a Risk Management process which provides an integrated approach for managing the risks in various aspects
of the business.

PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF COMPANIES ACT, 2013

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments covered under
the provisions of Section 186 of the Companies Act, 2013, hence the said provision is not applicable.

RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF COMPANIES ACT, 2013

All the transactions were made in the ordinary course of business. The provisions of Section 188 of the Companies Act, are
therefore, not attracted.

The disclosure of Related Party Transaction as per AS-24 has provided in the Notes to Accounts to the Financials of the Company
vide
"Annexure-V".

AUDIT COMMITTEE UNDER SECTION 177 OF COMPANIES ACT, 2013

As per the provisions of Section 177 of the Companies Act, 2013, the Company is having the Audit Committee to oversee internal
audit and control procedures, final accounts and reporting process. The committee comprises of three Non Executive Directors.

NOMINATION AND REMUNERATION COMMITTEE UNDER SECTION 178 OF COMPANIES ACT, 2013

As per section 178 of the Companies Act, 2013 and rules made there under, Company is having the Nomination and Remuneration
Committee to look after the appointment, resignations and cessation of the employees of the Company and their remuneration.
Nomination and Remuneration Committee comprises of three Non Executive Directors which recommend in the Board policy
relating to remuneration of Directors, Key Managerial Personnel and other employees.

STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance of Section 178 of the Companies Act, 2013 along with rules made there under, Company is having the Stakeholders'
Relationship Committee by the Board of Directors, to consider and resolve the grievances of security holders of the Company. The
committee comprises of three Non-Executive Directors.

DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHOBITION
AND REDRESSAL) ACT, 2013

The Company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters
connected there with or incidental there to covering all the aspects as contained under "The Sexual Harassment of women at
workplace (Prohibition, Prevention and Redressal) Act, 2013".

During the Financial Year 2023-24, no complaint was received under the policy.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with its size, scale and complexity of its operations. Audit Committee
reviews internal audit reports and oversees the internal control system of the Company.

REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy for selection and appointment of Directors Key Managerial Personnel
and their remuneration. A note on Nomination and Remuneration Policy has been made part of the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013 with respect of Directors' responsibility, it is hereby confirmed,

I. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

II. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit or loss of the Company for that period;

III. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

IV. That the directors had prepared the annual accounts on a going concern basis.

V. The directors have laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively.

VI. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such
system were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and SEBI (LODR), Regulations, 2015.

INTERNAL AUDITOR

The Company has appointed S. Kumar Goel & Company, Chartered Accountants as Internal Auditor of the Company for the FY
2023-2024, who has conducted internal audit of the Company.

REPORTING OF FRAUD BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the audit committee,
under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or
employees, the details of which would need to be mentioned in the Board's Report.

DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

During the year under review, no company became Subsidiary/Joint Venture/Associate of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING
THE GOING CONCERN STATUS OF THE COMPANY

There are no such significant and / or material orders passed by the Regulators or Courts or Tribunal impacting the going
concern status and Company's future.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of Companies Act, 2013, the Company doesn't have working status. Therefore, it is not required to
constitute a CSR Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

The particulars relating to conservation of energy and technology absorption read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 is enclosed herewith as
Annexure-VI.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, extract of annual return in Form MGT-9 is enclosed herewith as
Annexure-VII.

STOCK EXCHANGE LISTING:

The Equity Shares of your Company are listed at:

I. The Stock Exchange, Mumbai. (BSE);

I. The Calcutta Stock Exchange (Applied for the delisting of security)

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Non-executive
Directors including Independent Directors. The Code is applicable to Non-executive Directors including Independent Directors
to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support
needed for ethical conduct of business and compliance of law. The Code has been circulated to Directors and Management
Personnel, and its compliance is affirmed by them annually. A declaration signed by the Company's Directors is published in this
Report.

INTERNAL FINANCIAL CONTROLS

The Company had laid down Internal Financial Controls and such internal financial controls are adequate with reference to the
Financial Statements and were operating effectively.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the period under review, there were no applications made or any proceedings pending in the name of the Company under
the Insolvency and Bankruptcy code, 2016.

DETAILS OF DIFFERENE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the period under review, there has been no onetime settlement of loans taken from bank and financial institutions

APPRECIATION & ACKNOWLEDGEMENT

Your Directors appreciate the valuable co-operation extended by the Company's Bankers, monitoring agency & other Central and
State Government departments, for their continued support. Your Directors place on record their wholehearted appreciation of
your Company's employees at all levels. Your Directors also acknowledge with gratitude the backing of its shareholders.

By order of the Board of Directors
For
Triton Corp Limited

Sd/- Sd/-

Sheetal Jain Meena Rastogi

Date: 21.05.2024 (Managing Director) (Director)

Place: New Delhi DIN: 00269470 DIN: 01572002