TRIDENT TEXOFAB LIMITED

Information Memorandum

September 02, 2020

TRIDENT TEXOFAB LIMITED

The Company was incorporated as a Private Limited Company under the Companies Act, 1956 on September 5, 2008

within the jurisdiction of Registrar of Companies, Gujarat, Dadra and Nagar Haveli in the name and style of “Trident

Texofab Private Limited”. Our Company was converted into Public Limited Company pursuant to the Special Resolution

passed by the shareholders of the Company on May 24, 2017 and subsequently, the name of the Company was changed

from “Trident Texofab Private Limited” to “Trident Texofab Limited” vide Fresh Certificate of Incorporation issued by

Assistant Registrar of Companies, Ahmedabad on June 06, 2017. The Corporate Identification Number of the Company is

L17120GJ2008PLC054976.

For other details of the Company, please refer to “History and certain Corporate Matters” on page no.24 of this

Information Memorandum.

Registered Office: 2004, 2nd Floor, North Extension, Falsawadi, Begumpura, Nodh-4/1650, Sahara Darwaja,

Surat, Gujarat - 395003 Tel: + 91-261-2451284/2451274

Email: [email protected] ; Website: www.tridenttexofab.com

Contact Person: Mehul Nanubhai Amareliya, Company Secretary and Compliance Officer

PROMOTER OF OUR COMPANY: Mr. HARDIK J. DESAI AND Mr. CHETAN C. JARIWALA

INFORMATION MEMORANDUM FOR LISTING OF 10,070,100 EQUITY SHARES OF RS. 10/- EACH FULLY

PAID UP OF TRIDENT TEXOFAB LIMITED ON MAIN BOARD OF BSE LIMITED PURSUANT TO

MIGRATION OF COMPANY FROM BSE SME PLATFORM

NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION

MEMORANDUM

GENERAL RISKS

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the

Equity Shares of the Company unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Equity Shares of the Company. For taking an

investment decision, investors must rely on their own examination of the Company including the risks involved. The

Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor

does SEBI guarantee the accuracy or adequacy of the contents of this Information Memorandum.

ABSOLUTE RESPONSIBILITY OF THE COMPANY

The Company, having made all reasonable inquiries, accepts responsibility for and confirms that the Information

Memorandum contains all information with regard to the Company, which is material, and that the information contained

in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect,

that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omissions of

which makes the Information Memorandum as a whole or any of such information or the expression of any such opinions

or intentions misleading in any material respect.

LISTING

The Equity Shares of the Company are already listed on the SME Platform of BSE Limited. The Equity Shares of the

Company are now proposed to be listed on the Main Board of BSE Limited. The Company shall submit the Information

Memorandum with BSE for processing of application for migration of Company from BSE SME Platform to Main Board of BSE Limited and the same has been made available on the Company’s Website viz.www.tridenttexofab.com. The

Information Memorandum would also be made available on the website of BSE Limited (www.bseindia.com).

REGISTRAR AND SHARE TRANSFER AGENT

KFin Technologies Private Limited

SEBI Registration Number: INR000000221

Address-Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032,

Tel: +91 40-67162222; Fax: +91 40-23431551

Email: [email protected]; Website: www.karisma.kfintech.com

Contact Person: Mr. M. Murli Krishna

STATUTORY AUDITORS BANKERS OF THE COMPANY

M/s. Shah Kailash & Associates,

(Chartered Accountants),

Firm Registration No.: 109647W

Address: 505, 21St Century Business Centre. Ring Road

Surat - 395002, Gujarat.

Contact Person & Details: Mr. Varun Chopra

(Tel. No: 0261-2334411)

Email: [email protected]

Bank of Baroda

Man Darwaja Branch, Near Kinneri Cinema, Ring

Road, Surat, Gujarat 395002 Tel & Fax No.: + 0261-2325145

Email:[email protected]

Website: https://www.bankofbaroda.in/

Contact Person: Mr. Santosh Kumar

mailto:[email protected]

http://www.tridenttexofab.com/


mailto:Email


https://www.bankofbaroda.in/

2

TABLE OF CONTENTS

SECTION I – GENERAL ............................................................................................................................................3

DEFINITIONS AND ABBREVIATIONS ......................................................................................................................3

CURRENCY OF FINANCIAL PRESENTATION AND USE OF MARKET DATA ......................................................5

FORWARD LOOKING STATEMENTS .......................................................................................................................6

SECTION II – INFORMATION MEMORANDUM SUMMARY .............................................................................7

SUMMARY OF OUR INDUSTRY ................................................................................................................................7

SUMMARY OF OUR BUSINESS…………………………………………………………………………………………9

SECTION III- INTRODUCTION ............................................................................................................................. 11

GENERAL INFORMATION……………………………………………………………………………………………. 11

CAPITAL STRUCTURE ............................................................................................................................................. 13

SECTION IV- ABOUT US ........................................................................................................................................ 17

OUR BUSINESS ......................................................................................................................................................... 17

KEY REGULATIONS AND POLICIES IN INDIA...................................................................................................... 21

HISTORY AND CERTAIN CORPORATE MATTERS ............................................................................................... 24

OUR MANAGEMENT…………………………………………………………………………………………………. ... 27

OUR PROMOTERS AND PROMOTER GROUP ........................................................................................................ 37

RELATED PARTY TRANSACTIONS & DIVIDEND POLICY .................................................................................. 39

SECTION V- FINANCIAL INFORMATION........................................................................................................... 40

FINANCIAL STATEMENTS ...................................................................................................................................... 40

MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS…………………………. 42

SECTION VI - LEGAL AND OTHER INFORMATION......................................................................................... 44

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS.................................................................... 44

GOVERNMENT APPROVALS................................................................................................................................... 47

REGULATORY AND STATUTORY DISCLOSURES ............................................................................................... 49

SECTION VII– OTHER INFORMATION ............................................................................................................... 51

DECLARATION ......................................................................................................................................................... 51

3

SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or implies, the following terms have the following meanings in this Information

Memorandum and references to any statute or regulations or policies or guidelines or circular, notification or

clarifications shall include amendments thereto, from time to time.

Notwithstanding the foregoing, terms in “Industry Overview”, “Our Business”, “Management’s Discussion and Analysis

of Financial ConditionandResultsofOperations”,“FinancialStatements”,“OutstandingLitigation and Other Material

Developments” shall have the meaning ascribed to such terms in those respective sections.

Company Related Terms

Term Description

“Trident Texofab Limited” or

“TTFL” or “the Company” or

“our Company” or “we” or

“us” or “our”

Unless the context otherwise requires, refers to Trident Texofab Limited, a company

incorporated under the Companies Act, 1956

Articles / Articles of Association

/ AOA

The Articles of Association of our Company, as amended from time to time

Audit Period The period for which the accounts of the Company have been audited, ending in

March 31, every year

Board of Directors / the Board /

our Board

The Board of Directors of the Company and includes its Committees

Directors / our Directors The Director(s) of the Company, unless otherwise specified

Equity Shares The equity shares of our Company of face value of RS.10 each

Group Companies The companies(other than Promoter (s) and Subsidiaries)with whom our Company

had related party transactions, as covered under the applicable accounting standards

and such companies as considered material by the Board of Directors.

Independent Director(s) A non-executive, independent director of the Company as per the Companies Act

and the SEBI Listing Regulations

Key Managerial Personnel or

KMP

The key managerial personnel of our Company, as described in “Our Management” on page 27

Memorandum / Memorandum

of Association / MOA

The Memorandum of Association of our Company, as amended from time to time

Promoter(s) The promoters of our Company, as more particularly described in “Our Promoters,

Promoter Group and our Group Companies” on page no. 37

Promoter Group Persons and entities constituting the promoter group of our Company, in accordance

with the SEBI ICDR Regulations.

Registrar and Share Transfer

Agent/ RTA

KFin Technologies Private Limited

Statutory Auditors / Auditors The Statutory Auditors of our Company, M/s. Shah Kailash & Associates,

Chartered Accountants (Firm Reg. No.109647W).

Conventional and General Terms / Abbreviations

Term Description

Act / Companies

Act/Companies Act, 2013

The Companies Act, 2013, as amended.

AGM Annual General Meeting

Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of India, and

notified by the Ministry of Corporate Affairs, Government of India.

Applicable Laws Any statute, notification, by-laws, rules, regulations, guidelines, rule of common law,

policy, code, directives, ordinance, schemes, notices, orders or instructions enacted or

issued or sanctioned by any appropriate authority, including any modification or re-enactment thereof for the time being in force

CDSL Central Depository Services (India) Limited

CIN Corporate Identification Number

Depositories Act The Depositories Act, 1996, as amended from time to time.

Depository / Depositories A depository registered with SEBI under the SEBI (Depositories and Participants)

Regulations, 2018, as amended from time to time, in this case being NSDL and CDSL

Depository Participant / DP Depository participant as defined under the Depositories Act, 1996

DIN Director Identification Number

4

Term Description

EGM Extraordinary General Meeting

EPS Earnings per Equity Share

Equity Shares Equity Shares of our Company of face value Rs.10/- each, unless otherwise specified in the context thereof

Financial Year / Fiscal Year

/Fiscal/FY

Twelve months ending on March 31 of a particular year

GST Goods and Services Tax

HUF Hindu Undivided Family

Income Tax Act or IT Act Income Tax Act, 1961, read with the rules made thereunder

Ind AS Indian Accounting Standards

Indian GAAP Generally Accepted Accounting Principles in India

Information Memorandum This document dated [September 02, 2020]being filed with BSE and referred to as the


BSE BSE Limited

BSE SME SME Platform of BSE Limited

NCLT The National Company Law Tribunal

No. Number

NSDL National Securities Depository Limited

PAN Permanent Account Number

RBI Reserve Bank of India

Rs./ Rupees/ Indian Rupees

/INR / RS.

The legal currency of the Republic of India

SCRA Securities Contracts (Regulation) Act, 1956 as amended from time to time

SCRR Securities Contracts (Regulations) Rules, 1957 as amended from time to time

SEBI The Securities and Exchange Board of India constituted under the SEBI Act

SEBI (LODR) Regulations /

SEBI Listing Regulations

SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 as

amended.

SEBI (ICDR) Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018 as amended.

SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time

Stock Exchange(s) Shall refer to BSE where the Equity Shares of the Company are proposed to be listed

Industry / Business Related Terms

Term Description

CAGR Compounded Annual Growth Rate

CSR Corporate Social Responsibility

FDI Foreign Direct Investment

NBFCs Non-Banking Financial Companies

5

CURRENCY OF FINANCIAL PRESENTATION AND USE OF MARKET DATA

Certain Conventions

All references in this Information Memorandum to “India” are to the Republic of India.

Unless stated otherwise, all references to page numbers in this Information Memorandum are to the page numbers of this


Currency of Financial Presentation

In the Information Memorandum, the terms “we”, “us”, “our”, the “Company”, “our Company”, “TTFL”, unless the

context otherwise indicates or implies, refers to Trident Texofab Limited. In the Information Memorandum, unless the

context otherwise requires, all references to one gender also refers to another gender and the word “Lac/Lakh” means

“one hundred thousand”, the word “million (mn)” means “ten lakh”, the word “Crore” means “ten million” and the word

“billion (bn)” means “one hundred crore”.

Throughout the Information Memorandum, unless otherwise stated, all figures have been expressed in Lakhs/Lacs.

Unless indicated otherwise, the financial data in the Information Memorandum is derived from our financial statements

prepared in accordance with Ind AS and included in the Information Memorandum.

There may be some differences between Ind AS and IFRS and/or US GAAP; accordingly, the degree to which the Ind AS financial statements included in the Information Memorandum will provide meaningful information is entirely

dependent on the reader’s level of familiarity with Indian accounting practices and Ind AS. Any reliance by persons not

familiar with Indian accounting practices on the financial disclosures presented in the Information Memorandum should

accordingly be limited. We have not attempted to explain those differences or quantify their impact on the financial data

included herein, and we urge you to consult your own advisors regarding such differences and their impact on our

financial data.

Use of Market Data

Unless stated otherwise, market data used throughout the Information Memorandum has been obtained from internal

Company reports, data, websites and industry publications. Industry publication data and website data generally state that

the information contained therein has been obtained from sources believed to be reliable, but that their accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be assured.

One fiscal year commences on April 1 and ends on March 31 of each year, so all references to a particular fiscal year are

to the 12 month period ended March 31 of that year. In terms of Section 2(41) of the 2013 Act, for companies which

have been incorporated on or after January 1 of a year, the financial year will be the period ending on March 31 of the

following year, in respect whereof the financial statement of the company or body corporate is made up. In this

Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to

rounding.

Although, we believe market data used in the Information Memorandum is reliable, it has not been independently

verified. Similarly, internal Company reports and data, while believed by us to be reliable, have not been verified by any independent source.

6

FORWARD LOOKING STATEMENTS

This Information Memorandum includes statements which contain words or phrases such as “will”, “would”, “aim”,

“aimed”, “will likely result”, “is likely”, “are likely”, “believe”, “expect”, “expected to”, “will continue”, “will achieve”,

“anticipate”, “estimate”, “estimating”, “intend”, “plan”, “contemplate”, “seek to”, “seeking to”, “trying to”, “target”,

“propose to”, “future” , “objective”, “goal”, “project”, “should”, “can”, “could”, “may”, “will pursue”, or other words or

phrases of similar expressions or variations of such expressions, that are “forward-looking statements”. Similarly,

statements that describe our strategies, objectives, plans or goals are also forward-looking statements.

Our forward- looking statements contain information regarding, among other things, our financial condition, future plans

and business strategy. We have based these forward-looking statements on our current expectations and projections about

future events. Although we believe that these expectations and projections are reasonable, such forward-looking statements are inherently subject to risks, uncertainties and assumptions that could cause actual results to differ

materially from those contemplated by the relevant forward-looking statement. This may be due to risks or uncertainties

associated with our expectations with respect to, but not limited to:

General political, social and economic conditions in India and other countries;

Regulatory changes and the Company’s ability to respond to them;

Our ability to successfully implement our strategy, our growth and expansion plans and technological changes;

Technology changes;

Change in domestic and foreign laws, regulations and taxes and change in the competition in the industry;

Fluctuation of the operating cost;

Company’s ability to attract and retain qualified personnel;

Any adverse outcome in the legal proceedings in which the Company is involved;

Strikes or work stoppages by our employees or contractual employees;

Increasing competition in, and the conditions of, the industry;

Failure to undertake projects on commercially favorable terms;

Changes in government policies, including introduction of or adverse changes in tariff or non-tariff barriers,

foreign direct investment policies, affecting the retail industry generally in India;

Accidents and natural disasters; and

Other factors beyond our control.

Future-looking statements speak only as of the date of this Information Memorandum. We undertake no obligation to

publicly update or revise any forward looking statements, whether as a result of new information, future events or

otherwise. In light of the foregoing, and the risks, uncertainties and assumptions discussed in the section titled “Risk

Factors” given on 1st page and elsewhere in this Information Memorandum, any forward- looking statement discussed

in this Information Memorandum may change or may not occur, and our actual results could differ materially from those

anticipated in such forward-looking statements. Given these uncertainties, investors are cautioned not to place undue

reliance on such forward-looking statements and not regard such statements to be a guarantee of our future performance.

7

SECTION II – INFORMATION MEMORANDUM SUMMARY

This section is a summary of specific disclosures included in this Information Memorandum and is not exhaustive nor

does it purport to contain a summary of all disclosures or details relevant to prospective investors. For additional

information and further details with respect to any of the information summarized below, please refer to the relevant

sections of this Information Memorandum.

Summary of Our Industry

Introduction

India’s textiles sector is one of the oldest industries in Indian economy dating back several centuries. India’s textile and apparel exports stood at US$ 38.70 billion in FY20 and is expected to increase to US$ 82.00 billion by 2021 from US$

22.95 billion in FY20 (up to November 2019).

The Indian textiles industry is extremely varied, with the hand-spun and hand-woven textiles sectors at one end of the

spectrum, while the capital-intensive sophisticated mills sector at the other end of the spectrum. The decentralised power

looms/ hosiery and knitting sector form the largest component of the textiles sector. The close linkage of the textile

industry to agriculture (for raw materials such as cotton) and the ancient culture and traditions of the country in terms of

textiles make the Indian textiles sector unique in comparison to the industries of other countries. The Indian textile

industry has the capacity to produce a wide variety of products suitable to different market segments, both within India

and across the world.

Market Size

The Indian textiles industry, currently estimated at around US$ 150 billion, is expected to reach US$ 250 billion by 2020.

India’s textiles industry contributed seven per cent of the industry output (in value terms) of India in 2018-19. It

contributed two per cent to the GDP of India and employs more than 45 million people in 2018-19. The sector

contributed 15 per cent to the export earnings of India in 2018-19.

The textile industry has around 4.5 crore workers employed in textiles sector including 35.22 lakh handloom workers all

over the country.

The production of raw cotton in India is estimated to have reached 33.7 million bales in FY 19-20.

Investment

The textiles sector has witnessed a spurt in investment during the last five years. The industry (including dyed and

printed) attracted Foreign Direct Investment (FDI) worth US$ 3.41 billion from April 2000 to December 2019.

Government Initiatives

The Indian government has come up with a number of export promotion policies for the textiles sector. It has also

allowed 100 per cent FDI in the Indian textiles sector under the automatic route.

Initiatives taken by Government of India are:

Under Union Budget 2020-21, a National Technical Textiles Mission is proposed for a period from 2020-21 to

2023-24 at an estimated outlay of Rs 1,480 crore (US$ 211.76 million).

In 2020, New Textiles Policy 2020 is expected to be released by the Ministry of Textiles.

CCEA approved mandatory packaging of foodgrains and sugar in jute material for the Jute Year 2019-20.

In September 2019, textile exports witnessed an increase of 6.2 per cent post GST as compared to period pre-

GST.

The Directorate General of Foreign Trade (DGFT) has revised rates for incentives under the Merchandise

Exports from India Scheme (MEIS) for two subsectors of Textiles Industry - Readymade garments and Made

ups - from two per cent to four per cent.

As of August 2018, the Government of India has increased the basic custom duty to 20 per cent from 10 per cent on 501 textile products, to boost Make in India and indigenous production.

The Government of India announced a Special Package to boost exports by US$ 31 billion, create one crore job

opportunity and attract investments worth Rs 80,000 crore (US$ 11.93 billion) during 2018-2020. As of August

2018, it generated additional investments worth Rs 25,345 crore (US$ 3.78 billion) and exports worth Rs 57.28

billion (US$ 854.42 million).

The Government of India has taken several measures including Amended Technology Up-gradation Fund

Scheme (A-TUFS), scheme is estimated to create employment for 35 lakh people and enable investments worth

8

Rs 95,000 crore (US$ 14.17 billion) by 2022.

Integrated Wool Development Programme (IWDP) approved by Government of India to provide support to the

wool sector starting from wool rearer to end consumer which aims to enhance the quality and increase the

production during 2017-18 and 2019-20.

The Cabinet Committee on Economic Affairs (CCEA), Government of India has approved a new skill

development scheme named 'Scheme for Capacity Building in Textile Sector (SCBTS)' with an outlay of Rs

1,300 crore (US$ 202.9 million) from 2017-18 to 2019-20. As of August 2019, 16 states have signed pacts with

the Ministry of Textiles to partner with it for skilling about four lakh workers under the scheme.

Achievements

Following are the achievements of the government in the past four years:

I-ATUFS, a web-based claims monitoring, and tracking mechanism was launched on April 21, 2016.

381 new block level clusters were sanctioned.

Under the Scheme for Integrated Textile Parks (SITP), 59 textile parks were sanctioned out of which 22 have

been completed.

Employment increased to 45 million in FY19 from 8.03 in FY15.

Road Ahead

The future for the Indian textile industry looks promising, buoyed by both strong domestic consumption as well as export

demand. With consumerism and disposable income on the rise, the retail sector has experienced a rapid growth in the past decade with the entry of several international players like Marks & Spencer, Guess and Next into the Indian market.

High economic growth has resulted in higher disposable income. This has led to rise in demand for products creating a

huge domestic market.

Sources: www.ibef.org

http://www.ibef.org/

9

Summary of Our Company The Company was incorporated as a Private Limited Company under the Companies Act, 1956 on September 5, 2008





Assistant Registrar of Companies, Ahmedabad on June 06, 2017. The Corporate Identification Number of the Company is L17120GJ2008PLC054976.

Our Company was incorporated in the year 2008 and the promoters of our Company are Hardik J. Desai and Chetan C.

Jariwala who have an experience of about two decades in textile industry. The wide experience of the Promoters has been

instrumental in determining the vision and growth strategies for our Company. We believe that our market position has

been achieved by adherence to the vision of our Promoters and well supported by qualified and experienced management

at different levels with appropriate functional responsibilities.

Our Company is a multi-product fabric trading Company and our range includes home furnishing, bedsheets, scarfs,

pareos, suiting and shirting and technical textile fabrics, etc. Our product portfolio includes finished, unfinished fabrics

and value added fabrics. Our Company’s proficiency lies in understanding the specific requirement of our customers and

based on which we place the order of our products to manufacturer having requisite manufacturing facilities. We supervise the entire manufacturing process including selection of yarn, weaving of cloth till dispatch of the goods to

customers place, to assure product quality and customer satisfaction.

As on date of this Information Memorandum, our Company has employed One hundred employees (including skilled,

semi-skilled and unskilled employees). Our products undergo a quality check, to maintain precision in the results.

Location

Registered Office:

Our registered office is situated at 2004, 2nd floor, North Extension, Falsawadi, Begumpura, Nodh-4/1650, Sahara

Darwaja, Surat-395003, Gujarat. For further reference please see chapter titled “Our Business” on page 17 of this Information Memorandum.

Manufacturing Units and Godowns:

1. MANUFACTURING WEAVING UNIT

B 15/11 Hojiwala Industrial Estate Road No. 12, Sachin Palsana Road, Surat, Gujarat:- 394230.

2. VALUE ADDITION UNIT

A) Plot No. 21/1/2 Chorawala Compound, B/H Manhar Dyg Bamroli Road, Nr. Komal Circle Surat, Gujarat:-

395002

B) Plot No 99-100 Vishal Industrial Society, Nr. Navjivan Circle, Nr. Saimath Mill Surat, Gujarat:- 395007.

3. GODOWN B 62-63-64, Royal Township, Opp. Old Saroli Jakatnaka, Saroli, Surat-395010.

4. FINISHED GODOWN

305, Raghuvir Business Empire, Opp. D R World, Surat Kadodara Road, Surat-395010.

Our Competitive Strengths:

Experience of our Promoters and skilled workforce

Wide Market Reach

Quality Assurance

Established client relationship

Cost Effectiveness

Business Strategy:

Training and Motivation of the staff

Enhancing Customer Base

Increase geographical presence

Maintain Operational Efficiencies and Cost Competitiveness

Our Promoters: Individual Promoter – Mr. Hardik J. Desai and Mr. Chetan C. Jariwala

10

Shareholding of our Promoters and Members of our Promoter Group

As on date, following are the details of shareholding of our Promoter and Promoter Group.

S.

No.

Shareholders Name Category No. of shares % of total shares

of the Company

1. Mr. Hardik Jigishkumar Desai Promoter 55,20,506 54.82

2. Mr. Chetan Chandrakant Jariwala Promoter 13,53,552 13.44

3. Mrs. Maniya Hardikkumar Desai Promoter Group 85,546 0.85

4. Mrs. Anjanaben Jigishkumar Desai Promoter Group 48,024 0.48

5. Mrs. Rupa Chetan Jariwala Promoter Group 19,224 0.19

6. Mrs. Kailashben C. Jariwala Promoter Group 21,624 0.21

Total 70,48,476 69.99

Summary of Financial Information: (in Rupees)

Particulars For the year ended March 31,

2020 2019

Share Capital 41,958,750 41,958,750

Net Worth 11,85,42,538 10,99,53,870

Total Revenue 90,96,40,557 86,89,73,811

Profit after Tax 85,88,668 1,27,42,156

Earnings Per Share

- Basic 2.15 3.19

- Diluted 2.15 3.19

Total Borrowings 21,31,74,737 12,84,90,015

Qualification of the Auditors:

The Financial Statements do not contain any qualification requiring adjustments by the Auditors.

Summary of Outstanding Litigation are as follows:

Sr.

No.

Nature of Case No. Of Outstanding

cases

Amount to the extent

quantifiable ( in lakhs)

1. Litigation by/against our Company

a) Direct Tax Liabilities 1 11067790/-

b) Criminal Matters 0 0

c) Other Pending Litigations 1 3901996/-

2. Litigations by/against our Directors/Promoters




For the details of litigation proceedings, please refer the chapter titled “Outstanding Litigations and Material

developments” on page no.44 of this Information Memorandum.

Issue of share for consideration other than cash

Except for Bonus Issue of Shares, our Company has not issued any Equity Shares during last 1 (one) year preceding the

date of this Information Memorandum for consideration other than cash.

11

SECTION III – INDTRODUCTION

GENERAL INFORMATION






Assistant Registrar of Companies, Ahmedabad on June 06, 2017. The Corporate Identification Number of the Company

is L17120GJ2008PLC054976.

REGISTERED OFFICE:

2004, 2nd Floor, North Extension, Falsawadi, Begumpura, Nodh-4/1650, Sahara Darwaja, Surat - 395003

Tel: + 91-261-2451284/2451274

Email: [email protected] Website: www.tridenttexofab.com,

COMPANY IDENTIFICATION NUMBER: L17120GJ2008PLC054976

REGISTRATIONS AND LISTING: Our Company is presently registered with the Registrar of Companies, Ahmedabad and the entire equity share capital of

the Company is presently listed on SME Platform of BSE Limited.

For details in relation to the changes to the name of our Company, please refer to the section titled “Our History and

Corporate Structure” beginning on page no. 24 of this Information Memorandum.

CONTACT PERSON:

Mr. Mehul N. Amareliya (Company Secretary and Compliance Officer)

Tel.: +91-2451274/284; Email: [email protected]

BOARD OF DIRECTORS:

Our Board of Directors comprise of the following members:

Sr.

No.

Name Address DIN Designation

1. Mr. Hardik Jigishkumar

Desai

1, Seema Raw House, Opp. Krushi Farm,

Ghod Dod Road, Umra, Surat – 395007

01358227 Managing Director

2. Mr. Chetan Chandrakant Jariwala

4/4403, Amli Sheri, Begampura, Surat City, Surat - 395003

02780455 Whole time Director

3. Mrs. Maniya Hardik Desai 1, Seema Row House, Opp. Krushi

Farm, Ghod Dod Road, Umra, Surat -

395007

05351685 Non-Executive Director

4. Mrs. Natasha Francis

Dsouza

H. No. 59, Manikpur Pitha, Near Ryan

House, Vasai West, Thane - 401202

07846132 Independent Director

5. Mrs. Ankita Jignesh

Saraiya

92, Sneh Smruti Society, Opp. Vijay

Dairy, Adajan Patia, Adajan, Surat –

395009


6. Mr. Deepak

Prakashchandra Gandhi

24, Nehru Nagar, Dumas Road, Surat –

395007

08256996 Executive Director

7. Mrs. Vrusti B. Patel 18, Sundernagar Society, Behind 7/11

Petrol Pump, Gandevi Road, J amalpore,

Navsari - 396445


For further details of our Board of Directors, please refer to section titled “Our Management” on page.27 of the Information Memorandum.

Company Secretary and Compliance Officer

Mr. Mehul Nanubhai Amareliya is the Company Secretary and Compliance Officer of our Company.

His contact details are as follows:

64, Nandanvan Society, Near Lajamani Chowk, Mota Varachha, Surat 394101 GJ IN


Website: www.tridenttexofab.com




12

Chief Financial Officer of our Company

Our Company has appointed Mr. Jenish Bharatkumar Jariwala as the Chief Financial Officer (CFO).

His contact details are as follows:

27/8, Kharvarnagar, Nr. CNG gas Circle, Nr. Udhana Canal, Khatodara, Udhana, Surat 394210 GJ IN

Tel:+91-2451274/284

Email:[email protected]


Change in auditors:

M/s. Shah Kailash & Associates have been appointed as the Statutory Auditor at the Annual General Meeting of the

Company held on July 29, 2019, to fill in the casual vacancy caused by the resignation of the previous statutory auditor

of the Company i.e. M/s. Bipinchandra J. Modi & Co., for a period of 5 (Five) years from the conclusion of the Annual General Meeting held for the FY 2019-2020 till 16th Annual General Meeting to be held in the financial year 2023-2024.

Apart from the above stated fact, there has been no change in the statutory auditors of our Company in past 3 (three)

financial years.

Authority for Listing

In accordance with the bye-laws and the criteria laid down by BSE for migration of Company from SME Platform to

Main Board of BSE Limited, the Equity Shares of our Company shall be listed and admitted to trading on the Main

Board of BSE Limited. Such admission and listing is not automatic and will be subject to fulfillment of the respective

listing criteria of BSE by our Company and also subject to such other terms and conditions as may be prescribed by the

Stock Exchange at the time of the application made by our Company to the Stock Exchange for seeking approval for migration of company.

Eligibility Criteria

Our company’s Equity Shares are listed on SME Platform of BSE in terms of the SEBI (ICDR) Regulations and it is

proposed to be migrated to Main Board of BSE Limited. Our company is eligible for Migration in accordance with

Regulation 277 of SEBI (ICDR) Regulations, 2018 as the paid-up capital is more than 10 Crore and not exceeding 25

Crore and our securities are listed on SME Platform of BSE Limited.

The Company has therefore obtained the shareholders’ approval, through postal ballot, the result of which was declared

on July 31, 2020. Our Company is listed on SME platform of BSE Limited and is in compliance with the Circular of BSE

Limited dated 14-10-2019 with respect to eligibility criteria for migration from SME Platform of BSE Limited to Main

Board of BSE Limited and this Information Memorandum shall be made available to the public through the websites of the Stock Exchanges i.e. www.bseindia.com. Our Company shall also make this Information Memorandum available on

its website i.e. www.tridenttexofab.com

Prohibition by SEBI

The Company, its directors, its promoters, other companies promoted by the promoters and companies with which the

Company’s directors are associated as directors have not been prohibited from accessing the capital markets under any

order or direction passed by SEBI.

General Disclaimer from the Company

Our Company, our Promoters and our Directors do not accept any responsibility for statements made otherwise than in this Information Memorandum. Anyone placing reliance on any other source of information would be doing so at his or

her own risk.


http://www.bseindia.com/


13

CAPITAL STRUCTURE

The share capital of our Company as on date of this Information Memorandum is set forth below:

Sr.

No.

Particulars

Aggregate nominal value (in Rs.)

A

AUTHORIZED SHARECAPITAL

Rs. 10,30,00,000/- comprising of 1,03,00,000 equity shares of Rs. 10/-

each

10,30,00,000

Rs. 20,00,000/- comprising of 2,00,000 preference shares of Rs. 10/- each 20,00,000

B

ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

Rs. 10,07,01,000/- comprising of 10,070,100 equity shares of Rs. 10/-

each

10,07,01,000

Notes to the Capital Structure:

Our Company has no outstanding convertible instruments as on the date of this Information Memorandum.

Changes in Authorised Share Capital:

Sr. No. Particulars of Change Date of Shareholders’

Meeting

Meeting

AGM / EGM

From To

1. - 100,000 Equity Shares of Rs.

10/- each

- Incorporation

2. 100,000 Equity Shares of Rs. 10/- each

10,00,000 Equity Shares of Rs. 10/- each

October 8, 2010 EGM

3. 10,00,000 Equity Shares

of Rs. 10/- each

40,00,000 Equity Shares of

Rs. 10/- each

April 12, 2017 EGM


of Rs. 10/- each

-

58,00,000 Equity Shares of

Rs. 10/- each

March 9, 2019

*EGM

2,00,000 Preference Shares

of Rs. 10/- each


of Rs. 10/- each

1,03,00,000 Equity shares of

Rs. 10/- each

July 30, 2020 Postal Ballot

2,00,000 Preference

Shares of Rs. 10/- each

2,00,000 Preference Shares

of Rs. 10/- each

*Classification and Increase in authorized share capital of the company to Rs. 5,80,00,000/- divided into 58,00,000

equity shares of Rs. 10/- and Rs. 20,00,000/- divided into 2,00,000 Preference Shares of Rs. 10/- vide EGM dated

March 9, 2019

Equity Share Capital History

Our Company has made allotments of Equity Shares from time to time. The following is the Equity Share Capital Build-up of our Company:

Date of

Allotment

Nature of Allotment No. of

Shares

Face

Value (in

Rs.)

Premium

per share

(in Rs.)

Distinctive No

From – To

Nature of

Consideration

05.09.2008 Incorporation 10,000 10 - 01-10000 Cash

31.01.2010 Further Allotment 15,000 10 50 10001-25000 Cash

28.02.2010 Further Allotment 75,000 10 50 25001-100000 Cash

15.03.2011 Further Allotment 1,47,250 10 50 100001-247250 Cash

28.03.2015 Right Issue in the ratio

of 27 Equity Shares for

every 79 Equity Shares

84,500 10 90 247251-331750 Cash

29.04.2017 Bonus in the ratio of 7

Equity Shares for every

1 Equity Share

23,22,250 10 - 331751-2654000 NA

18.05.2017 Right Issue in the ratio

of 1 Equity Share for

every 16 Equity Shares

1,65,875 10 25 2654001-2819875 Cash

29.09.2017 Initial Public Offer 11,76,000 10 20 2819876-3995875 Cash

20.03.2019 Preferential Issue of

Compulsory Convertible

Preference Shares of Rs. 10/- each*

2,00,000 10 91.48 3995876-4195875 Cash

14

13.08.2020 Bonus Issue of Equity shares in the ratio 14

shares for every 10

shares

58,74,225 10 - 4195876-10070100 NA

* 2,00,000 CCPS converted into Equity shares of Rs 10/- each with a premium of Rs. 91.48/- on 30.05.2020.

1. Equity Shares issued for consideration other than cash

Except Bonus Shares, Our Company has not issued any Equity Shares for consideration other than cash.

2. There are no outstanding warrants or any other convertible securities as on the date of filing of this Information

Memorandum.

3. Except as disclosed above, our Company has not issued any Equity Shares or preference shares for

consideration other than cash or out of revaluation of reserves at any time since incorporation.

4. Except as disclosed above, our Company has not issued or allotted any Equity Shares pursuant to any schemes

of arrangement approved under Sections 230 – 234 of the Companies Act, 2013.

Shareholding pattern of the Company as per SEBI (LODR) Regulations is as follows:

Name of the Company- TRIDENT TEXOFAB LIMITED

Symbol-TTFL

Dated-28-08-2020

The table below presents the shareholding pattern of our Company as on the date of this Information

Memorandum:

Cate

gory

(I)

Categ

ory of

Share

holder

(II)

No.

of

Shar

ehold

ers

(III)

No. of

fully paid

up

Equity

Shares

held

(IV)

No.

of

Part

ly

paid

-up

Equ

ity

Sha

res

held

(V)

No.

of

share

s

unde

rlyin

g

depo

sitor

y

recei

pts

(VI)

Total No.

of shares

held

(VII) =

(IV)+(V)

+ (VI)

Share

holdin

g as a

% of

total

no. of

Equit

y

Share

s

(calcu

late as

per

SCRR

)

(VIII)

As a

% of

(A+B

+C2)

Number of Voting

Rights held in each

class of securities (IX) No.

of

Equi

ty

Shar

es

unde

rlyin

g

outst

andi

ng

conv

ertibl

e

secur

ities

(incl

udin

g

warr

ants)

(X)

Shar

ehold

ing,

as a

%

assu

ming

full

conv

ersio

n of

conv

ertibl

e

secur

ities

(as a

perce

ntage

of

dilut

ed

Equi

ty

Shar

e

capit

al)

(XI)=

(VII)

+(X)

As a

% of

(A+B

+C2)

No. of locked in

Equity Shares

(XII)

Numbe

r of

Equity

Shares

pledged

or

otherwi

se

encumb

ered

(XIII)

No. of

Equity

Shares

held in

demateri

alized

form

(XIV)

No of Voting Rights

No.

(a)

As a

% of

total

share

s

held

(b)

No.

(a)

As

a

%

of

tot

al

sha

res

hel

d

(b)

Class

(Equity)

Tot

al

Total

as a

% of

(A+B

+C)

(A) Promoter and

Promo

ter

6 70,48,476 0 0 70,48,476 69.99 70,48,476 0 69.99 0 0 21,72,001

30.82 0 0 70,48,473

15

Cate

gory

(I)

Categ

ory of

Share

holder

(II)

No.

of

Shar

ehold

ers

(III)

No. of

fully paid

up

Equity

Shares

held

(IV)

No.

of

Part

ly

paid

-up

Equ

ity

Sha

res

held

(V)

No.

of

share

s

unde

rlyin

g

depo

sitor

y

recei

pts

(VI)

Total No.

of shares

held

(VII) =

(IV)+(V)

+ (VI)

Share

holdin

g as a

% of

total

no. of

Equit

y

Share

s

(calcu

late as

per

SCRR

)

(VIII)

As a

% of

(A+B

+C2)

Number of Voting

Rights held in each

class of securities (IX) No.

of

Equi

ty

Shar

es

unde

rlyin

g

outst

andi

ng

conv

ertibl

e

secur

ities

(incl

udin

g

warr

ants)

(X)

Shar

ehold

ing,

as a

%

assu

ming

full

conv

ersio

n of

conv

ertibl

e

secur

ities

(as a

perce

ntage

of

dilut

ed

Equi

ty

Shar

e

capit

al)

(XI)=

(VII)

+(X)

As a

% of

(A+B

+C2)

No. of locked in

Equity Shares

(XII)

Numbe

r of

Equity

Shares

pledged

or

otherwi

se

encumb

ered

(XIII)

No. of

Equity

Shares

held in

demateri

alized

form

(XIV)

No of Voting Rights

No.

(a)

As a

% of

total

share

s

held

(b)

No.

(a)

As

a

%

of

tot

al

sha

res

hel

d

(b)

Class

(Equity)

Tot

al

Total

as a

% of

(A+B

+C)

Group

(B) Public 260 30,21,624 0 0 30,21,624 30.01 70,48,476 0 30.01 0 0 4,75,200 15.73 0 0 30,21,624

(C) Non

Promoter-

Non

Public

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(C1) Shares

underl

ying

deposi

tory

receipt

s

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(C2) Shares

held

by emplo

yee

trusts

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Total

(A+B

+C)

266 10070100 0 0 10070100 100 10070100 0 100 0 0 26,47,201 26.29 0 0 10070997

*Out of total 7048476 equity shares of promoters and promoters group, 1(one) equity share was issued in physical form

due to fraction in bonus allotment. 2 (two) equity shares were issued in physical form due to fraction locked in pre-bonus

shares. All 3 (Three) shares were proceeded to convert it into demat form.

16

5. Other details of Shareholding of our Company

(a) As on the date of the filing of this Information Memorandum, our Company has 266 shareholders.

(b) Set forth below is a list of public shareholders holding 1% or more of the paid-up share capital of our

Company, on a fully diluted basis, as on the date of filing of this Information Memorandum

Sr. No. Name of the Shareholder No. of Equity

Shares

Percentage of the

Equity Share Capital

(%)

1. Jayantilal Mohanlal Patel 112800 1.12

2. IL And FS Securities Services Limited 132000 1.31

Total 2,44,800 2.43

6. Except to the extent required to comply with applicable law, our Company, presently, does not intend nor does it

propose to alter its capital structure for a period of six months from the date of this Information Memorandum,

by way of split or consolidation of the denomination of Equity Shares, or by way of further issue of Equity

Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares), whether on a preferential basis, or by way of issue of bonus Equity Shares, or on a rights basis, or by way of

further public issue of Equity Shares, or otherwise. However, if our Company enters into acquisitions, joint

ventures or other arrangements (including significant project expansion), our Company may, subject to

necessary approvals, consider raising additional capital to fund such activity or use Equity Shares as currency

for acquisitions or participation in such joint ventures.

7. Details of Shareholding of our Promoters, members of the Promoter Group and directors of corporate

Promoters in our Company

As on the date of this Information Memorandum, our Promoters and Promoter Group hold 70,48,476 Equity

Shares, equivalent to 69.99% of the issued, subscribed and paid-up Equity Share capital of our Company, as set

forth in the table below:

Sr.

No.

Shareholders Name No. of shares % of total shares

of the Company

1. Mr. Hardik Jigishkumar Desai 55,20,506 54.82

2. Mr. Chetan Chandrakant Jariwala 13,53,552 13.44

3. Mrs. Maniya Hardikkumar Desai 85,546 0.85

4. Mrs. Anjanaben Jigishkumar Desai 48,024 0.48

5. Mrs. Rupa Chetan Jariwala 19,224 0.19

6. Mrs. Kailashben C. Jariwala 21,624 0.21

Total 70,48,476 69.99

All the Equity Shares held by our Promoters were fully paid-up on the date of allotment of such Equity Shares.

8. As on the date of this Information Memorandum, none of the Equity Shares held by our Promoters are pledged.

None of the Directors or Key Managerial Personnel, except those falling under Promoter and Promoter Group,

hold any Equity Shares as on the date of this Information Memorandum.

There have been no financing arrangements whereby our Promoters, members of the Promoter Group, directors

of our corporate Promoters and/or our Directors and their relatives have financed the purchase by any other person of securities of our Company during a period of six months immediately preceding the date of this


9. Employee Stock Options Schemes

As on the date of this Information Memorandum, our Company does not have any employee stock option

scheme.

17

SECTION IV – ABOUT US

OUR BUSINESS


within the jurisdiction of Registrar of Companies, Gujarat, Dadra and Nagar Havelli in the name and style of “Trident

Texofab Private Limited”. Our Company was converted into Public Limited Company pursuant to the special resolution



Assistant Registrar of Companies, Ahmedabad on June 06, 2017. The Corporate Identification Number of the Company

is L17120GJ2008PLC054976.

Our Company was incorporated in the year 2008 and the promoters of our Company are Mr. Hardik J. Desai and Mr. Chetan C. Jariwala who have an experience of about two decades in textile industry. The wide experience of the

Promoters has been instrumental in determining the vision and growth strategies for our Company. We believe that our

market position has been achieved by adherence to the vision of our Promoters and well supported by qualified and

experienced management at different levels with appropriate functional responsibilities.

Our Company is a multi-product fabric trading Company and our range includes home furnishing, bedsheets, scarfs,

pareos, suiting and shirting and technical textile fabrics, etc. Our product portfolio includes finished, unfinished fabrics

and value added fabrics. Our Company’s proficiency lies in understanding the specific requirement of our customers and

based on which we place the order of our products to manufacturer having requisite manufacturing facilities. We

supervise the entire manufacturing process including selection of yarn, weaving of cloth till dispatch of the goods to

customers place, to assure product quality and customer satisfaction.

As on date of this Information Memorandum, our Company has employed Eighty Eight employees (including skilled,

semi-skilled and unskilled employees). Our products undergo a quality check, to maintain precision in the results.

Location

Our registered office is situated at 2004, 2nd floor, North Extension, Falsawadi, Begumpura, Nodh-4/1650, Sahara

Darwaja, Surat-395003, Gujarat. For further reference please see chapter titled “Our Business” on page no. 17 of this


Our Competitive Strength

1. Experience of our Promoters and skilled workforce

We have an experienced, dedicated and skilled workforce with wide experience in their respective fields. Our Promoters have adequate experience of more than two decades in the business and industry. We believe that the

experience of our management team and its in-depth knowledge of business will enable us to continue to take

advantage of both current and future market opportunities.

2. Quality Assurance

Our Company adheres strictly on supplying quality products. Each of the Company’s products passes through

quality checks. The quality assurance measures taken by the Company include checking of all raw materials and

production process and intensive care is taken to determine the standard of each and every inch of product

dispatched.

3. Established client relationship We have established client relationship in the market from where we get orders on continuous basis. We believe that

our existing relationship with our clients represents a competitive advantage in gaining new clients and growing our

business.

4. Expand geographical reach

We intend to expand our presence by identifying markets where we can provide cost-effective and quality products

to prospective customers. Further, we seek to capitalize on our existing experience, established contacts with

customers and manufactures.

Our Business Strategy

1. Expansion of Domestic Market:-

We intend to expand our geographical reach and enter the large domestic market for growth opportunities of our business. We plan to deepen our presence in the existing market and expand our reach and penetrate into the large

available market by giving scale down low price solution and grab major market share.

2. Improving operational efficiencies:-

Our Company intends to improve efficiencies to achieve cost reductions so that they can be competitive. We believe

that this can be done through domestic presence and economies of scale. Increasing our penetration in existing

18

regions with new range of products, will enable us to penetrate into new catchment areas within these regions and

optimize our infrastructure. As a result of these measures, our company will be able to increase its market share and

profitability.

3. Promotion of our brand recognition:-

We propose to increase the brand recognition through various brand building efforts, communication and various

promotional initiatives. Such promotion would enhance the visibility of our brand and also enhance our business

positioning and credibility.

4. Leveraging our Market skills and Relationships:-

This is a continuous process in our organization and the skills that we impart in our people give importance to

customers. We aim to enhance the growth by leveraging our relationships and further enhancing customer satisfaction. We plan to increase our customers by meeting orders in hand on time, maintaining our customer

relationship and renewing our relationship with existing buyers.

5. Pursue strategic acquisitions:

In order to expand, we seek to identify acquisition targets and/or joint venture partners whose resources, capabilities,

technologies and strategies are complementary to and are enabling us to establish our presence in new geographical

locations.

Our Promoters

Individual Promoter – Mr. Hardik J. Desai and Mr. Chetan C. Jariwala

Our business process:-

ARMENT PROCESS

Sample Production

Production planning

Grey fabric processed

Fabric dyeing

Embroidery

Digital Printing (Sublimation)

Value addition work

Fabric Cutting

Garmenting

Finished product( Kurtis, gowns, nighty, Suiting, Tunics.etc)

DIGITAL PRINTING PROCESS

Sample Production

Fabric dyeing

Digital Printing (Sublimation)

Checking & Folding

Dispatched

EMBRIODERY PROCESS

Sample Production

Fabric dyeing

Embroidery

Checking & Folding

Dispatched

FINISHED PRODUCTS

Sample Approval

Fabric dyeing/Printing

Checking & Folding

Dispatched

WEAVING PROCESS

Yarn

Warping/Sizing

Beam Drawing

Weaving

Mending

Checking & Folding

Packing

Delivery

19

GREY CONTRACT FOR TRADING

Product Our business process depends upon the specification of fabric required by our customers. Our marketing team under the

guidance of our promoter Hardik J. Desai understands the customer preference, constantly changing fashion and market

trend in textile industry.

Considering the feedback of our team, we identify the manufacturer based on capacity, market credential, quality

awareness and experience.

Order Received

After identifying the manufacturer, we place purchase order and supervise the entire manufacturing process including

purchase of raw material, stringent quality check and control, scheduled delivery of product based on specific requirement of the customer.

Our Products

We are a multi-product fabric trading and manufacturing Company and our range includes home furnishing, bedsheets,

scarfs, pareos, suiting and shirting and technical textile fabrics, etc.

Collaborations:

The Company has so far not entered into any technical or financial collaboration agreement.

Marketing Strategy:

We employ a variety of marketing methods to market our products to build our brand image and achieve the desired business results. We promote our brand awareness by carrying out the activities such as presentation and hordings. The

efficiency of the marketing and sales network is critical to the success of our Company. Our success lies in the strength

of our relationship with our channels that are associated with our Company. Our team through their experience owing to

timely and quality delivery of services plays an instrumental role in creating and expanding a work platform for our

Company. We have marketing professionals for our domestic operations. We believe our relationship with our Marketing

channels is cordial and established as we repeat order flows. To retain our distributors, our team regularly interacts with

them and focuses on gaining and insight into the additional needs of customers. We intend to expand our existing

customer base by reaching out to other geographical areas and expanding our export operations. Our marketing team is

ready to take up challenges so as to scale new heights.

Competition: We face the competition in our business from other existing traders and manufacturers of same products. We compete

with our competitors on a regional or product line basis. Many of our competitors have substantially large capital base

and resources than we do and offer broader range products. We believe that the principal factors affecting competition in

our business include client relationships, reputation, the abilities of employees, market focus and the relative quality and

price of the services and products. Our industry is highly competitive while being unorganized and fragmented. This

market is not governed directly by any regulations or any governmental authority. The players in the informal education

market are mostly small and unrecognized. We face competition from both organized and unorganized players in the

market and more specifically from different players for different sections to which we offer our Products. Our

competition varies for our products and regions.

Infrastructure Facilities

Our registered office is located at Surat, Gujarat and is well equipped with computer systems, internet connectivity, other communication equipment, security and other facilities, which are required for our business operations to function

smoothly.

Water

Water is required only for drinking and sanitary purposes and adequate water sources are available. The requirements are

fully met at the existing premises.

Power

Our company does not require much power except the normal requirement in the office premise for lighting, systems etc.

Adequate power is available.

Logistics

We deliver products to our customers through third party transport service providers.

O Order Received

from Customers

Identification

of the Manufacturer

P Place the

purchase order to manufacturer

Supervise the entire

manufacturing process

Delivery of

Product

20

MANPOWER

Our Company is committed towards creating an organization that nurtures talent. We provide our employees an open

atmosphere with a continuous learning platform that recognizes meritorious performance.

The following is a break-up of our employees

Sr. No. Category No. of employees

1 Directors 03

2 KMPs 02

3 Registered Office Staff 15

4 Other Branch Office Staff 54

5 Labour Staff 14

Total 88

All the employees of our Company are permanent and are on our pay-roll.

Export Possibilities & Export Obligation:

Our business is entirely focused on domestic markets. Currently, we do not have any outstanding export obligations.

Our Properties

Registered Office:

Our Registered Office situated at 2004, 2nd Floor, North Extension, Falsawadi, Begumpura, Nodh- 4/1650, Sahara

Darwaja, Surat- 395003, Gujarat was purchased by our Company by virtue of a registered deed of conveyance dated

April 27, 2012 but the name of purchaser in the Conveyance deed was inadvertently mentioned as Mr. Hardik J. Desai,

the promoter of our company instead of our Company .The consideration for the said office was paid by our Company.

Manufacturing and Processing Units:

Our Manufacturing and Processing Units are situated at:

1. B 15/11 Hojiwala Industrial Estate Road No 12 Sachin Palsana Road Surat 394230 Gujarat –Leased

2. Plot No 21/1/2 Chorawala Compound B/H Manhar Dyg Bamroli Road Nr Komal Circle Surat 395002 Gujarat –

Rented

3. Plot No 99-100, Vishal Industrial Society, Nr. Navjivan Circle, Nr. Saimath Mill, Surat 395007 Gujarat –Rented

Godown and Warehouses:

Our Godowns are situated at:

1. B 62-63-64, Royal Township, Opp. Old Saroli Jakatnaka, Saroli, Surat is on leave and license basis.

2. 305, Raghuvir Business Empire, Opp. D R world, Surat kadodara Road, Surat.

Intellectual Property

For details of the trademarks registered in the name of our Company and the application made for registration, please

refer “Government and Other Approvals” on page no. 47 of this Information Memorandum.

Insurance

Our Company has insurance coverage which we consider reasonably sufficient to cover general risks associated with our

operations. Our Company has taken insurance policy in respect of our business, assets such as stocks, buildings, furniture

& fixture and other contents. We have Burglary (Floater) insurance, Fire Floater insurance, Standard Fire & Special

Perils insurance with additional cover for natural calamities such as earthquake for our manufacturing facility.

21

KEY REGULATIONS AND POLICIES IN INDIA

The following description is a summary of certain sector specific laws and regulations in India, which are applicable to

our Company and our Subsidiaries. The information detailed in this section is based on current provisions of Indian laws

which are subject to amendments, changes and modifications. The information stated below is based on the information

collected from the Industry and from the public domain. The list of the laws, rules & regulations stated below may not be

exhaustive, and are only intended to provide general information to the investors and are neither designed nor intended

to substitute for professional legal advice.

Trade Licenses

Our offices are required to obtain the trade licenses from Municipalities/ Municipal Corporations, as the case may be. These licenses are normally granted for a financial year and need to be renewed every year upon payment of certain fees.

Shops and Establishments Legislations Our offices are required to be registered under the provisions of local shops and establishments legislations applicable in

the states where such establishments are set up. These laws regulate the conditions of work and employment in shops and

commercial establishments and generally prescribe obligations in respect of registration, opening and closing hours, daily

and weekly working hours, holidays, leave, health and safety measures and wages for overtime work, among other

things.

The Consumer Protection Act, 2019

The Consumer Protection Act, 2019 (“Consumer Protection Act”) provides for protection of the interests of consumers. It defines the rights of consumers as a class and provides for the establishment of a central authority, the Central

Consumer Protection Agency, and a three-layered network of consumer tribunals (called “Commissions”) to promote,

protect, and enforce these rights. The Consumer Protection Act empowers aggrieved consumers to lodge complaints

against manufacturers, traders, service providers, etc., for unfair/ restrictive trade practices, or defective or deficient

goods or services supplied by them, or indulging in misleading advertising, etc. The Consumer Protection Act provides

for penalties to such manufacturers, traders, service providers etc. Manufacturers, traders, service providers etc. of

defective or deficient goods or services are also made responsible to compensate the consumers for the harm caused by

their product or service.

The Sale of Goods Act, 1930

The law relating to the sale of goods is codified in the Sale of Goods Act, 1930 (“Sale of Goods Act”). It defines sale

and agreement to sell as a contract whereby the seller transfers or agrees to transfer the property in goods to the buyer for a price. The Sale of Goods Act contains provisions in relation to the essential aspects of such contracts, including the

transfer of ownership of goods, delivery of goods, rights and duties of the buyer and seller, remedies for breach of

contract, and the implied conditions and warranties in a contract for the sale of goods.

The Competition Act, 2002

The objective of the Competition Act, 2002 (“Competition Act”) is to prevent practices having adverse effect on

competition, to promote and sustain competition in markets, to protect the interest of consumers and to ensure freedom of

trade carried on by other participants in the India. The Competition Act, therefore, prohibits entitles from entering into

anti-competitive agreements, from abusing their dominance in the market, and it also regulates combinations in India.

The Competition Act, therefore, prohibits and prevents, among other things, cartels from forming, dominant entities from

creating barriers on the entry of new players, and such takeovers, merger and amalgamations which might have adverse effects on competition in the market. The Competition Act also established the Competition Commission of India as the

authority mandated to implement the Competition Act.

Transfer of Property Act, 1882

The Transfer of Property Act, 1882 (“TOPA”) deals with change in ownership and possession of immoveable property

among living persons, including companies. The TOPA, therefore, deals with sale, mortgage, lease, gift and exchange of

immovable properties.

The Registration Act, 1908

The Registration Act, 1908 deals with registration of certain documents like lease deeds, etc. leases of immovable

property from year to year, or for any term exceeding one year, or reserving a yearly rent are required to be registered

under this act.

Indian Stamp Act, 1899

The Indian Stamp Act, 1899 (along with its state amendments) and Stamp Acts of various states (“Stamp Acts”) lay

down that certain instruments shall be chargeable with a duty of the amount mentioned in the schedule of the relevant

Stamp Act. The stamp duty chargeable on an instrument is required to be paid to the relevant state authority, and such

payment is indicated on the instrument by means of stamps.

22

The Goods and Services Tax Act, 2017

Goods and Services Tax (“GST”) is an indirect tax levied on the supply of goods and services. GST has replaced many

indirect tax laws which previously existed in India such as Service tax, Central Excise Act, Entry Tax, Octroi, etc. The

GST is charged on every value-addition on a product or service, for example, from the manufacturer to the wholesaler,

and is collected at the destination of consumption. There are three taxes applicable under this system: (i) Central GST,

which is collected by the Central Government on an intra-state sale; (ii) State GST, which is collected by the State

Government on an intra-state sale; and (iii) Integrated GST, which is collected by the Central Government on an inter-

state sale.

Income Tax Act, 1961

The Income Tax Act, 1961 (“IT Act”) is applicable to every company, whether domestic or foreign, whose income is taxable under the provisions of this Act or rules made there under depending upon its residential status and type of

income involved. IT Act provides for the taxation of persons resident in India on global income and persons not resident

in India on income received, accruing or arising in India or deemed to have been received, accrued or arising in India.

Every company assessable to income tax under the IT Act is required to comply with the provisions thereof, including

those relating to tax deduction at source, advance tax, minimum alternative tax, etc. Every such company is also required

to file its returns in each assessment year.

The Trade Marks Act, 1999

The Trade Marks Act, 1999 (“Trade Marks Act”) provides for the application and registration of trademarks in India for

granting exclusive rights to marks such as a brand, label and heading and obtaining relief in case of infringement. The

Trade Marks Act prohibits any registration of deceptively similar trademarks or chemical compounds among others. It also provides for infringement, falsifying and falsely applying for trade marks. The present term of registration of a

trademark is ten years, which may be renewed for similar periods on payment of a prescribed renewal fee.

The Patents Act, 1970

The Patents Act, 1970 (“Patents Act”) governs the patent regime in India. It provides the conditions required to be

fulfilled for grant of a patent in India, viz. novelty, utility and non-obviousness. It also provides the products and

processes for which patent protection shall not be granted even if they satisfy the above criteria. It provides certain rights

to a patent-holder and that the term of a patent is twenty years from the date of the filing of the patent application. The

Patents Act prohibits any person resident in India from applying for patent for an invention outside India without making

an application for the invention in India.

The Foreign Trade (Development & Regulation) Act, 1992 The Foreign Trade (Development and Regulation) Act, 1992 (“FTA”) read along with relevant rules, among other

things, provides for the development and regulation of foreign trade by facilitating imports into, and augmenting exports

from, India and for matters connected therewith or incidental thereto. The FTA empowers the Central Government to

fulfill these objectives by way of the formulation of the export and import policy. The FTA also provides for the issuance

of a license and a code number to an import or export.

Foreign Trade Policy 2015-2020

The current export and import policy under the FTA was promulgated in 2015 and remains in operation till 2020. It

provides a framework for increasing exports of goods and services from India (“FTP”). This FTP codifies, among other

things, the process involved in export and import of goods and services to and from India, the general and specific

incentives afforded to various categories of exports, and prohibitions in terms of goods being imported or exported or the countries they are being imported from or exported to.

Foreign Investment

Foreign investment in India is governed by the provisions of Foreign Exchange Management Act, 1999 (“FEMA”) along

with the rules, regulations and notifications made by the Reserve Bank of India thereunder, and the consolidated FDI

Policy (“FDI Policy”) issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,

Government of India from time to time.

Labour related legislations

Depending upon the nature of the activity undertaken by us, applicable labor laws and regulations include the following:

The Employee’s Compensation Act, 1923;

Employees’ State Insurance Act, 1948;

The Payment of Gratuity Act, 1972;

The Code on Wages, 2019;

The Maternity Benefit Act, 1961;

The Employee’s State Insurance Act, 1948;

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;

23

The Industrial Disputes Act, 1947;

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; and

The Gujarat State Tax on Profession, Trades, Callings and Employments Act, 1976.

In order to rationalize and reform labour laws in India, the Central Government intended to frame four labour codes,

namely: (i) the Code on Wages, which has already been enacted; (ii) Code on Industrial Relations; (iii) the Labour Code

on Social Security and Welfare; and (iv) the Code on Occupational Safety, Health and Working Conditions.

Companies Act, 2013

The Companies Act, 1956 dealt with laws relating to companies and certain other associations. The Ministry of

Corporate Affairs vide its notification dated September 12, 2013 has notified 98 sections of the Companies Act, 2013 and

the same are applicable from the date of the aforesaid notification. Further 183 sections have been notified on March 26, 2014 and have become applicable from April 1, 2014. The Act primarily regulated the formation, financing, functioning

and winding up of companies. The Act prescribed regulatory mechanism regarding all relevant aspects, including

organizational, financial and managerial aspects of companies. Regulation of the financial and management aspects

constituted the main focus of the Act.

The Factories Act, 1948:

The Factories Act, 1948 (Act No. 63 of 1948), as amended by the Factories (Amendment) Act, 1987 (Act 20 of 1987),

serves to assist in formulating national policies in India with respect to occupational safety and health in factories and

docks in India. It deals with various problems concerning safety, health, efficiency and well-being of the persons at work

places. The Act is administered by the Ministry of Labour and Employment in India through its Directorate General

Factory Advice Service & Labour Institutes (DGFASLI) and by the State Governments through their factory inspectorates. DGFASLI advises the Central and State Governments on administration of the Factories Act and

coordinating the factory inspection services in the States.

Environment (Protection) Act, 1986

The Environment Protection Act provides for the protection and improvement of the environment and for matters

connected there with, including without limitation the standards of quality of air, water or soil for various areas and

purposes, the maximum allowable units of concentration of various environmental pollutants, procedure for handling of

hazardous substances, the prohibition and restrictions on the location of industries and the carrying on of processes and

operations in different areas. They relate to the protection and improvement of the human environment and the

prevention of hazards to human beings, other living creatures, plants and property. The Act is an “umbrella” legislation

designed to provide a framework for central government coordination of the activities of various central and state authorities established under previous laws, such as the Water Act and the Air Act.

Water (Prevention and Control of Pollution) Act, 1974

Water (Prevention and Control of Pollution) Act, 1974 aims to promote and improve the quality and cleanliness of the

streams and wells in different areas of the States by prevention, control and abatement of water pollution.

Air (Prevention and Control of Pollution) Act, 1981

Air (Prevention and Control of Pollution) Act, 1981, aims to promote air cleanliness and improve the quality of air and to

prevent, control or abate air pollution in the country.

https://en.wikipedia.org/wiki/Occupational_safety_and_health

https://en.wikipedia.org/wiki/Ministry_of_Labour_and_Employment_(India)

24

HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of Our Company

Our Company was originally incorporated as Trident Texofab Private Limited on September 05, 2008 with the Assistant

Registrar of Companies, Gujarat, Dadra and Nagar Haveli as a private limited company under the provisions of the

Companies Act, 1956. Subsequently our Company was converted into public limited Company pursuant to shareholders

resolution passed at the Annual General Meeting held on May 24, 2017 and the name of our Company was changed to

Trident Texofab Limited. A fresh certificate of incorporation consequent upon conversion to public limited Company

was issued by the Assistant Registrar of Companies, Ahmedabad on June 06, 2017.

The Promoters of our Company are Mr. Hardik J. Desai and Mr. Chetan C. Jariwala.

Changes in our Registered Office:

As on the date of this Information Memorandum, our Registered Office is located at 2004, 2nd Floor, North Extension,

Falsawadi, Begumpura, Nodh- 4/1650, Sahara Darwaja, Surat- 395003, Gujarat, India.

The details of changes in the registered office of our Company since incorporation are set forth below:-

Sr. No. Details of Change of Registered office Reason

From To

1. 1, Seema Row House, near Krushi

University Ghod Dod Road, Surat-

395007, Gujarat, India

2004, 2nd Floor, North Extension,

Falsawadi, Begumpura, Nodh- 4/1650,

Sahara Darwaja, Surat- 395003,

Gujarat

Due to administrative

reasons

Our Main Objects of our Company The main objects of our Company, as contained in our Memorandum of Association, are as set forth below:

To carry on in India or elsewhere the business of manufacturing, processing, producing, washing, dyeing, ginning,

pressing, spinning, weaving, crimping, texturising, carding, bleaching, combing, doubling, finishing, calendaring, sizing,

colouring, printing, mercerizing, reeling, winding, throwing, embroidering, blending, sorting, garneting, stretching,

drying, drawing, cutting, improving, buying, selling, reselling, importing, exporting, transporting, storing, fabricating,

developing, marketing, or supplying, and to carry in on in India or elsewhere the business as traders, broker, agent, C & F

agent, distributor, representative, consultant, collaborator, adatiya, stockiest, liasoner, importer, export house or

otherwise to deal in all types of textile goods, garments, apparels, dress materials, fabrics, clothes, yarns, such as nets,

matting hosiery, plastic clothes, water proof fabrics, pavliners, americal clothes, imitation lather and rubber clothes, tents,

durries, newer, ropes, rugs, furnishing clothes, tapestries, curtain clothes, blanket, carpets, carpet backing, gloves, laces,

terry fabrics, velvet, georgette, gabardine, pashminas, floor clothes, twid, patto, canvas, khaddar, demin, stone wash, suiting, shirting, sarees, and other similar items made on power loom handloom or mill by manmade or natural materials

like cotton, flax, hemp, linen, wool, nylon, viscose, ramie, polyster, silk, art silk, rayon, jute, staples, fibers cashmilon,

filaments, terecotton, monofilaments, multifilaments, acrylics, polynosic, polypropylene, polymide, polymethane,

cellulose, dropping, spun or other fibrous substances or any combination thereof available at present and as may be

invented in future.

Major Events In The History Of Our Company

Year Particulars / Description

2008 Incorporation of our Company

2017 Conversion of Private Limited Company to Public Limited Company

2017 Listed on SME Platform of BSE Limited

2018 Set-up of Value Addition Unit

2019 Set-up of Manufacturing and Weaving Unit by the Company

Changes in the activities of Our Company There has been no change in the business activities of the Company since incorporation.

Holding, Subsidiary or Group Companies:

Except as mentioned in page no. 37 “Our Promoters, Promoter Group and Group Companies Our Company” chapter, the

company does not have any holding or subsidiary or Group Companies.

25

Defaults or rescheduling/restructuring of borrowings with financial institutions/banks

Our Company has not has not defaulted on repayment of any loan or borrowings from banks or other financial

institutions and our Company have not issued any debentures as on the date of this Information Memorandum

Capital Raising Through Equity And Debt

Except, as mentioned in the chapter titled “Capital Structure” beginning on page no.13 of this Information

Memorandum, our Company has not raised any capital by way of equity or convertible debentures.

The Amount Of Accumulated Profit / (Losses) Not Accounted For By Our Company

There is no accumulated profit / (losses) not accounted for by our Company.

Technology And Market Competence For details on the technology and market competence of our Company, please see “Our Business” beginning on page no.

17 of this Information Memorandum

Details of material acquisition or divestments

Our Company has not acquired or divested any business/undertaking since incorporation.

Mergers or amalgamation

Our Company has not undertaken any merger or amalgamation since its incorporation.

Revaluation of assets

Our Company has not revalued its assets since its incorporation.

Listing

Our Company is presently listed on SME Platform of BSE Limited.

Common pursuits of our Subsidiaries

Our Promoters are also promoters / shareholders of certain company or firms which are in complimentary lines of

business as that of our Company. As on the date of this Information Memorandum, there is no material conflict of

interest amongst such companies promoted by our promoters and our Company.

Material and other agreements

There are no subsisting material agreements entered by our Company, except as disclosed in “Our Business”, other than

in the ordinary course of business.

Details of agreements with Key Managerial Personnel/ Directors/ Promoters / any employee of the Company

The Company has not entered into any agreements with its Directors, Key Managerial Personnel, Promoters or its

employees either by themselves or on behalf of any other person with any shareholder or any other third party with

regard to compensation or profit sharing in connection with dealings in the securities of our Company.

Strategic Partner

Our Company does not have any strategic partner as on the date of filing of this Information Memorandum.

Financial Partner

Our Company does not have any financial partner as on the date of filing of this Information Memorandum.

Injunctions or Restraining Orders

There are no injunctions / restraining orders that have been passed against the company.

Joint Ventures

As on the date of this Information Memorandum, there are no joint ventures of our Company.

Injunctions or restraining order against our Company

There are no injunctions or restraining orders against our Company.

Guarantees provided by our Promoters:

Our Promoters have given bank guarantees for the Loan obtained by the Company, the details of which are provided

below:

26

Sr.

No.

Name of the Promoter Name of the Bank Amount of

Guarantee

(In Lacs)

Outstanding as on date

(In Lacs)

1. Mr. Hardik Desai Bank of Baroda 1872.00

1766.41

2. Mr. Chetan Jariwala Bank of Baroda

Changes in the Activities of Our Company during the last five years

Except Set-Up of Manufacturing Unit, there have been no changes in the activities of our Company during the last five

years which may have had a material effect on the profits and loss account of our Company, including discontinuance of

lines of business, loss of agencies or markets and similar factors.

Changes in the Management

The following changes have been made in the management within 3 years which are as mentioned:

Sr. No Name Designation Date of Change in

designation

Appointment/Resignation

1 Mr. Amit Halvawala Independent Director 01.02.2018 Resignation

2 Mrs. Ankita Saraiya Independent Director 01.02.2018 Appointment

3 Mr. Deepak Gandhi Executive Director 15.10.2018 Appointment

4 Mrs. Vrushti Patel Independent Director 25.06.2020 Appointment

Lockouts and strikes There have been no lockouts or strikes at any of the units of our Company.

Time and cost over runs

Our Company has not implemented any projects and has not therefore, experienced any time or cost overrun in relation

thereto.

27

OUR MANAGEMENT

As on the date of filing this Information Memorandum, Our Company has Seven (7) Directors consisting of One (1)

Managing Director, One (1) Whole Time Director, One (1) Executive Director, Three (3) Independent Directors with

One (1) Women Non- Executive Director. Our Company is in compliance with the corporate governance norms

prescribed under the SEBI Listing Regulations and the Companies Act, 2013 in relation to the composition of our Board

and constitution of committees thereof.

Board of Directors

The following table sets forth the details of our Board as of the date of filing of this Information Memorandum with the

Stock Exchanges:

Sr.

No.

Name, Designation, Date of Birth, Address DIN, Occupation,

Date of appointment, Nationality and Tenure

Directorship in other entities (including

foreign companies)

1. Hardik J. Desai

Designation: Managing Director

Age:42 Years

Address:1, Seema Raw House, Opp. Krushi Farm, Ghod Dod

Road, Umra, Surat 395007 GJ IN

Nationality: Indian

DIN:01358227

PAN: AAKPD1044M

Occupation:Business

Date of Appointment:05/09/2008

Tenure: 5 years upto June 8, 2022, Not liable to retire by rotation

(a) Shree Santram Silk Mills LLP

2. Chetan C. Jariwala

Designation: Whole-time Director

Age: 43 Years

Address:4/4403, Amli Sheri, Begampura, Surat City, Surat

395003 GJ IN

Nationality: Indian

DIN:02780455

PAN: AKGPJ8495A

Occupation: Business

Date of Appointment: 20/02/2013

Tenure: 5 years upto June 8, 2022, Not liable to retire by rotation

(a) VN Capital Services LLP (Nominee on

behalf of Trident Texofab Limited)

(b) Tench Life Sciences LLP

(c) Talon Healthcare LLP

(d) Shree Santram Silk Mills LLP (e) Trident Mediquip Limited

3. Maniya H. Desai

Designation: Non-Executive Director

Age: 35 Years

Address:1, Seema Row House, Opp. Krushi Farm, Ghod Dod

Road, Umra, Surat 395007 GJ IN

Nationality: Indian

DIN:05351685

PAN: AKLPA5041J


Date of Appointment: 01/06/2017

Tenure: Liable to retire by rotation

NIL

28

Sr.

No.




foreign companies)

4. Natasha F. Dsouza

Designation: Independent Director

Age: 30 Years

Address: H. No. 59, Manikpur Pitha, Near Ryan House, Vasai

West, Thane 401202 MH IN

Nationality: Indian

DIN:07846132

PAN: AOQPD1230B

Occupation: Professional


Tenure: 5 years; not liable to retire by rotation

NIL

5. ANKITA JIGNESH SARAIYA


Age: 40 years

Address:92, Sneh Smruti Society, Opp. Vijay Dairy, Adajan

Patia, Adajan, Surat 395009 GJ IN

Nationality: Indian

DIN:08057276

PAN: AVZPS5538F




NIL

6. DEEPAK PRAKASHCHANDRA GANDHI

Designation: Executive Director

Age: 56 years

Address: 24, Nehru Nagar, Dumas Road, Surat 395007 GJ IN

Nationality: Indian

DIN:08256996

PAN: ACJPG7039E



Tenure: Liable to retire by rotation

NIL

7. Vrusti B. Patel


Age: 25years

Address: 18, Sundernagar Society, Behind 7/11 Petrol Pump,

Gandevi Road, Jamalpore, Navsari 39644

Nil

29

Sr.

No.




foreign companies)

Nationality: Indian

DIN: 08772077

PAN: CJCPP1324D




Brief Profile of our Directors:

Hardik J. Desai Hardik J. Desai, aged 42 years, is the Managing Director of our Company. He has completed his bachelor of commerce

from South Gujarat University. He has around twenty one years of experience in the textile and apparel Industry. He is

responsible for our Company’s overall business operations and is responsible for setting forth the strategy and vision of

our Company. He is the Promoter of our Company and has been associated with us since inception.

Chetan C. Jariwala

Chetan C. Jariwala, aged 43 years, is the Whole-time Director of our Company. He has completed his bachelor of

commerce. He has around twenty years of experience in the textile and apparel Industry. He is responsible for the

Company’s growth and business development. He looks after the day-to-day operations, as well as leading the

company’s product development strategy. He is the Promoter of our Company and has been on the board since February 20, 2013.

Maniya H. Desai

Maniya H. Desai, aged 35 years, is the Non- Executive Director of our Company. She holds a degree in Bachelor of

Business Administration (BBA) from Manipal Academy of Higher Education. She joined our Board on June 01, 2017.

Natasha F. Dsouza

Natasha F. Dsouza, aged 30 years, is the Non-executive and Independent Director of our Company. She holds a degree in

Master of Business Administration (Pharmaceutical Management) from NMIMS University, Mumbai. She has received

the award for academic excellence in business leadership in MBA.

Ankita Jignesh Saraiya

Mrs. Ankita Jignesh Saraiya, aged about 40 years, is the Non-executive and Independent Director of our Company,

appointed on the Board w.e.f. February 02, 2018. She holds a degree in Bachelor of Commerce from South Gujarat

University and has good experience of taking policy decisions related to business. She is active in various social

activities particularly women’s organization of Surat. She is currently working as a teacher in a well known school.

Deepak Prakashchandra Gandhi

Mr. Deepak P. Gandhi, aged about 56 years, is the Executive Director of Our Company. He has completed Bachelor of

Arts from South Gujarat University. He has immense knowledge and experience in the Textile Industry. He has joined

the company from October 15, 2018 as an Executive director. He looks after the day to day execution and

implementation of the plans set out by the management of the Company.

Vrusti B. Patel

Mrs. Vrusti Patel, aged 25 years is the Non-Executive and Independent Director of our Company appointed on Board

w.e.f. June 25, 2020. She holds a degree of Bachelor’s of Commerce LLP (Hons.) from Nirma University. Her area of

proficiency includes IPR and taxation laws.

Relationship between Directors

Except Mr. Hardik Desai spouse of Mrs. Maniya Desai, none of our Directors are related to each other, in terms of

Companies Act, 2013

Details of Directorship in Companies suspended or delisted None of the Directors is or was a director of any listed company whose shares have been/were suspended from being traded on any of the Stock Exchanges during the last five years prior to the date of this Information Memorandum, during

the term of her/his directorship in such company.

None of our Directors is, or was, a director of any listed company, which has been or was delisted from any stock

exchange, during the term of her/his directorship in such company.

30

Arrangement or understanding with major shareholders, customers, suppliers or others None of our Directors have been appointed pursuant to any arrangement or understanding with our major shareholders,

customers, suppliers or others.

Service contracts with Directors There are no service contracts entered into between any of our Directors and our Company for provision of any benefits

upon termination of directorship from the Company.

Remuneration of our Directors The Company has paid a remuneration of Rs.15,00,000/- p.a. to Mr. Hardik Desai, Rs.12,00,000/- p.a. to Mr. Chetan

Jariwala and Rs. 8,10,000/- p.a. to Mr. Deepak Gandhi , during the financial year ended March 31, 2020.

The Non-executive Directors and Independent Directors of our Company have been paid sitting fees of Rs 2000/-per

meeting of the Board of Directors and Committees of the Board.

Bonus or profit sharing plan for our Directors Our Company has obtained approval from the shareholders for sharing the commission on net profit at the rate of 6% to

Mr. Hardik Desai and 3% to Mr. Chetan Jariwala but the commission is still not been taken by the promoters. Except as

mentioned, none of our Directors are party to any bonus or profit sharing plan of our Company.

Shareholding of our Directors as on date the Information Memorandum:

Sr.

No.

Shareholders Name No. of shares % of total shares

of the Company

1. Mr. Hardik Jigishkumar Desai 55,20,506 54.82

2. Mr. Chetan Chandrakant Jariwala 13,53,552 13.44

3. Mrs. Maniya Hardikkumar Desai 85,546 0.85

4. Mrs. Natasha Francis Dsouza 0 0

5. Mrs. Ankita Jignesh Saraiya 0 0

6. Mr. Deepak P. Gandhi 0 0

7. Mrs. Vrusti Bhumik Patel 0 0

Total 6959604 69.11

Interest of Directors

All of our directors may be deemed to be interested to the extent of their shareholding, remuneration / fees, if any,

payable to them, for attending meetings of the Board or a committee thereof as well as to the extent of other

remuneration paid in their professional capacity and / or reimbursement of expenses, if any, payable to them and to the

extent of related party transactions.

Our Directors may also be interested to the extent of any dividend payable to them and other distributions in respect of

such shareholding. Our Directors may also be interested to the extent of shareholding of the entities in which they are

associated as promoters, directors, partners, proprietors or trustees or held by their relatives. For more details, see

“Shareholding of Directors and/or Key Managerial Personnel in our Company” on page 28.

Our Directors may also be deemed to be interested in the contracts, agreements/arrangements entered into or to be

entered into by our Company with any company in which they hold directorships or any partnership firm in which they

are partners as declared in their respective capacity.

Except as stated above our Directors do not have any other interest in our business.

Changes in the Board of Directors

Except the following, there has been no change in the Board of Directors of our Company in past three financial years:

Name of Director Designation Date of

Appointment

Change in

Designation

Date of

cessation

Mr. Amit B. Halvawala Independent

Director

18.05.2017 - 01.02.2018

Mr. Hardik Desai Director 09.06.2017 Managing Director -

Mr. Chetan Jariwala Director 09.06.2017 Whole time Director -

Mrs. Maniya Hardik Desai Non-executive Director

01.06.2017 - -

Mrs. Natasha Francis Dsouza Independent 09.06.2017 - -

31

Name of Director Designation Date of

Appointment

Change in

Designation

Date of

cessation

Mr. Amit B. Halvawala Independent

Director

18.05.2017 - 01.02.2018

Mr. Hardik Desai Director 09.06.2017 Managing Director -

Mr. Chetan Jariwala Director 09.06.2017 Whole time Director -

Director

Mrs. Ankita Jignesh Saraiya Independent

Director

01.02.2018 - -

Mr. Deepak P. Gandhi Executive Director 15.10.2018 - -

Mrs. Vrusti Bhumik Patel Independent

Director

25.06.2020 - -

Borrowing Powers of our Board

Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the

payment of any sum of money for the purposes of our Company. Pursuant to a supersession of earlier resolution passed

by our shareholders at their meeting held on July 29, 2019, our shareholders have authorized our Board to borrow any sum

of money from time to time notwithstanding that the sum or sums so borrowed together with the monies, if any, already

borrowed by the company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of

business) exceed the paid up capital, free reserves and Securities Premium of the Company provided such amount does not exceed Rs.100 crore in excess of its paid up capital, free reserves and securities premium which may have not been set

apart for any purpose.

Corporate Governance

The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations 2015, with respect to corporate

governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock

Exchanges. Our Company is in compliance with the requirements of the applicable regulations in respect of corporate

governance in accordance with the SEBI Listing Regulations 2015 and the Companies Act, 2013, pertaining to the

constitution of the Board and committees thereof.

As on the date of filing this Information Memorandum, we have seven (7) Directors on our Board, of who three (3) are

Independent Directors. Further, Mrs. Maniya Desai, is a woman Director of the Company.

The Board functions either as a full board or through various committees constituted to oversee specific operational

areas. Our Company undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI

Listing Regulations 2015 and the Companies Act, 2013.

In terms of the SEBI Listing Regulations 2015 and the provisions of the Companies Act, 2013, our Company has

constituted the following Board-level committees:

1. Audit Committee

The Audit Committee of the Board is in accordance with the requirements of Section 177 of the Companies Act, 2013

and Regulation 18 of SEBI (LODR) Regulations 2015. The Audit Committee presently comprises:

Sr. No. Name of Member Nature of Directorship Designation in Committee

1. Vrushti Patel Non-Executive Independent Director Chairperson

2 Natasha Francis Dsouza Non-Executive Independent Director Member 3. Ankita Jignesh Saraiya Non-Executive Independent Director Member 4. Maniya Hardik Desai Non-Executive Director Member

Our Company Secretary is the Secretary to the Committee. All members of the Audit Committee have requisite

accounting and financial management expertise.

Scope and terms of reference

The terms of reference of the audit committee shall include the following:

1. oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure

that the financial statement is correct, sufficient and credible;

2. recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

a) matters required to be included in the director’s responsibility statement to be included in the board’s report in

32

terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b) changes, if any, in accounting policies and practices and reasons for the same;

c) major accounting entries involving estimates based on the exercise of judgment by management;

d) significant adjustments made in the financial statements arising out of audit findings;

e) compliance with listing and other legal requirements relating to financial statements;

f) disclosure of any related party transactions;

g) modified opinion(s) in the draft audit report;

5. reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,

rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer

document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of

proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

8. approval or any subsequent modification of transactions of the listed entity with related parties;

9. scrutiny of inter-corporate loans and investments;

10. valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. evaluation of internal financial controls and risk management systems;

12. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control

systems;

13. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,

staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal

audit; 14. discussion with internal auditors of any significant findings and follow up there on;

15. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected

fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-

audit discussion to ascertain any area of concern;

17. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in

case of non-payment of declared dividends) and creditors;

18. to review the functioning of the whistle blower mechanism;

19. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc.

of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

The audit committee shall mandatorily review the following information:

1. management discussion and analysis of financial condition and results of operations;

2. statement of significant related party transactions (as defined by the audit committee), submitted by management;

3. management letters / letters of internal control weaknesses issued by the statutory auditors;

4. internal audit reports relating to internal control weaknesses; and

5. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the

audit committee.

6. Statement of deviations: (a) Half yearly statement of deviation(s) including report of monitoring agency, if

applicable, submitted to stock exchange(s) in terms of Regulation 32(1). (b) annual statement of funds utilized for

purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(5).

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board is in accordance with the requirements of Section 178 of

Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. The Nomination and Remuneration

Committee presently comprises:


1. Vrushti Patel Non-Executive Independent Director Chairperson

2 Natasha Francis Dsouza Non-Executive Independent Director Member 3. Ankita Jignesh Saraiya Non-Executive Independent Director Member 4. Maniya Hardik Desai Non-Executive Director Member

Our Company Secretary is the Secretary to the Committee.

Scope and terms of reference

The terms of reference of the Nomination and Remuneration Committee shall include the following:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel

33

and other employees;

2. formulation of criteria for evaluation of performance of independent directors and the board of directors;

3. devising a policy on diversity of board of directors;

4. identifying persons who are qualified to become directors and who may be appointed in senior management in

accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

5. whether to extend or continue the term of appointment of the independent director, on the basis of the report of

performance evaluation of independent directors

3. Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee of the Board is in accordance with the requirements of section 178 of the

Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations 2015. The Stakeholders’ Relationship Committee

presently comprises:


1. Maniya Hardik Desai Non-Executive Director Chairperson

2 Natasha Francis Dsouza Non-Executive Independent Director Member 3. Ankita Jignesh Saraiya Non-Executive Independent Director Member 4. Vrushti Patel Non-Executive Independent Director Member

Our Company Secretary is the Secretary to the Committee.

Scope and terms of reference:

The terms of reference of the Stakeholders’ Relationship Committee shall include the following:

1. To look into the redressal of grievances of shareholders, debenture holders and other security holders;

2. To investigate complaints relating to allotment of shares, approval of transfer or transmission of shares;

3. To consider and resolve the grievances of the security holders of the company including complaints related to

transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends; and

4. To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as and when amended from time to time.”

TTFL

Hardik Desai (MD)

Chetan Jariwala (WTD)

Deepak Gandhi

(Director)

Digital & Brands

Legal and Secretarial

Department

Finished Department

CFO (Finance Department)

Weaving (Yarn Procurement)

Grey Trading

Dispatched

Value Addition

Units

Accounts

Management Organization Structure:

34

35

Key Management Personnel

The following are Key Managerial Personnel of our Company:

Name Designation Age

(years)

Qualification Experience

(years)

Date of

Joining

Previous

Employment

Mr. Hardik Desai Managing

Director

42 Bachelor of

Commerce

Over 21 years 05.09.200

8

NA

Mr. Chetan Jariwala Whole Time

Director

43 Bachelor of

Commerce

Over 20 years 20.02.201

3

NA

Mr. Jenish

Bharatkumar

Jariwala

Chief Financial

Officer

34 Bachelor of

Commerce

Over 15 years 01.06.201

7

NA

Mr. Mehul

Nanubhai

Amareliya

Company

Secretary

25 Associate

Member of ICSI

Over 3 years 24.02.201

8

NA

Brief Profile of Key Management Personnel:

Hardik J. Desai Hardik J. Desai, aged 42 years, is the Managing Director of our Company. He has completed his bachelor of commerce

from South Gujarat University. He has around twenty one years of experience in the textile and apparel Industry. He is



Chetan C. Jariwala



Company’s growth and business development. He looks after the day-to-day operations, as well as leading the company’s product development strategy. He is the Promoter of our Company and has been on the board since February

20, 2013.

Jenish B. Jariwala

Jenish B. Jariwala, aged 34 years is the Chief Financial Officer of our Company. He holds a bachelor’s degree in

commerce from Veer Narmad South Gujarat University, Surat. He has approximately 15 years of experience in the

accounts and finance sector. His responsibilities in our Company include overseeing the corporate finance, accounts,

statutory and internal audit and financial projections of our Company. He looks after the day today accounting system,

tax and other Liaisioning work with various government authorities. He has been associated with our Company as a CFO

from June 01, 2017.

Mehul Nanubhai Amareliya

Mehul N. Amareliya, aged 25 years is the Company Secretary and Compliance Officer of our Company w.e.f. February

24, 2018. He is associate member of the Institute of Company Secretaries of India (ICSI) and also holds a degree of

Bachelor’s of Commerce from VNSGU, Surat. His responsibility in our company is about compliance of applicable laws

and other duties as the board may give from time to time.

Relationship of Key Managerial Personnel None of our Key Managerial Personnel are related to each other, in terms of Companies Act, 2013

Arrangement or understanding with major shareholders, customers, suppliers or others

None of our Key Management Personnel have been appointed pursuant to any arrangement or understanding with our

major shareholders, customers, suppliers or others.

Shareholding of Key Managerial Personnel of our Company as on date the Information Memorandum

Sr. No. Name of Key Managerial Personnel No. of Equity Shares % of holding

1. Hardik J. Desai 55,20,506 54.82

2. Chetan C. Jariwala 13,53,552 13.44

3. Jenish B. Jeriwala NIL NIL

4. Mehul N. Amareliya NIL NIL

36

Change in our Key Management Personnel in the last three years-

Except as disclosed below, there has been no change in KMPs in past three years from the date of this Information

Memorandum:

Name of Key Managerial Personnel Designation Date of appointment Date of cessation

Mr. Vijay B. Vaghasiya Company Secretary 01.06.2017 15.02.2018

Mr. Mehul N. Amareliya Company Secretary 24.02.2018 -

Mr. Jenish Bharatkumar Jariwala Chief Financial Officer 01.06.2017 -

Mr. Hardik Desai Managing Director 09.06.2017 -

Mr. Chetan Jariwala Whole Time Director 09.06.2017 -

Contingent and deferred compensation payable to Key Managerial Personnel As on the date of this Information Memorandum, there is no contingent or deferred compensation payable to Key

Managerial Personnel, which does not form part of their remuneration.

Bonus or profit sharing plan of the Key Managerial Personnel

Except as mentioned on page no 30, our Company does not have a formal bonus or profit sharing plan. Our Key

Managerial Personnel are entitled to certain retention incentives, performance based variable payments and long term

incentive plans as per the terms of appointment approved by the Board of directors of the Company, in compliance with

the provisions of Companies Act, 2013

Interest of Key Managerial Personnel None of our Key Managerial Personnel have any interest in our Company except to the extent of their remuneration,

benefits, reimbursement of expenses incurred by them in the ordinary course of business or loans, if any, availed from

our Company or Equity Shares held by them in our Company, if any. The Key Managerial Personnel may also be

deemed to be interested to the extent of any dividend payable to them and other distributions in respect of Equity Shares

held by them in our Company.

Payment or benefit to Key Management Personnel of our Company No amount or benefit has been paid or given since incorporation or is intended to be paid or given to any of our Key

Management Personnel except the remuneration for services rendered in the capacity of being an employee.

Employee Share Purchase and Employee Stock Option Scheme

Presently, we do not have ESOP / ESPS scheme for employees.

Details of Service Contracts of the Key Managerial Personnel

Except for the terms set forth in the appointment letters, the Key Managerial Personnel have not entered into any other

contractual arrangements with our Company for provision of benefits or payments of any amount upon termination of

employment.

Contingent or Deferred Compensation

None of our KMPs has received or is entitled to any contingent or deferred compensation.

Employees

The details about our employees appear under the paragraph titled “Manpower” appearing under “Our Business”

beginning on page no.17 of this Information Memorandum.

37

OUR PROMOTERS, PROMOTER GROUP AND GROUP COMPANIES

THE PROMOTERS OF OUR COMPANY IS:

Details of our Promoter are as follows:

Individual Promoters

1. Hardik Desai:

Name & Age

Date of birth

Address

Permanent Account

Number

Aadhaar Card Number

Driving License

:

:

:

:

:

:

Hardik Desai, aged 42 years, is the Promoter of our Company.

20/03/1978

1, Seema Raw House, Opp. Krushi Farm, Ghod Dod Road, Umra, Surat

395007 GJ IN

AAKPD1044M

5343 7158 7468

GJO5 20140023617

Hardik J. Desai, aged 42 years, is the Managing Director of our Company. He has completed his bachelor of commerce from South Gujarat University. He has around twenty one years of experience in the textile and apparel Industry. He is



2. Chetan C. Jariwala

Name & Age

Date of birth

Address

Permanent Account

Number

Aadhaar Card Number

Driving License

Voter Id:

:

:

:

:

:

:

:

Chetan C. Jariwala, aged 43 years, is the Promoter of our Company.

04/08/1977

1, 4/4403, Amli Sheri, Begampura, Surat City, Surat 395003 Gj In

AKGPJ8495A

354686711018

GJ05 19960162133

KMV8208829



Company’s growth and business development. He looks after the day-to-day operations, as well as leading the

company’s product development strategy. He is the Promoter of our Company and has been on the board since February

20, 2013.

Interest of Promoters Our Promoters are interested in our Company to the extent of their respective Equity shareholding in our Company and

to such extent any dividend distribution that may be made by our Company in the future. For details pertaining to our

Promoters’ shareholding, please refer “Capital Structure” on page no.13 of this Information Memorandum.

Payment or benefit to Promoters of our Company Except as disclosed herein and as stated in the section titled “Financial Statements – Related Party Transactions” on

page no. 39, there has been no amounts paid or benefits granted by our Company to our Promoters or any of the members

of the Promoter Group in the preceding two years nor is there any intention to pay any amount or provide any benefit to

our Promoters or Promoter Group as on the date of this Information Memorandum.

Other confirmation No material guarantees have been given to third parties by our Promoters with respect to Equity Shares of our Company.

38

Our Promoters have not been declared as willful defaulters by the RBI or any other Governmental authority and

there are no violations of securities laws committed by them in the past or are pending against them.

Our Promoters and Promoter Group entities have not been debarred or prohibited from accessing or operating in

capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority. Our

Promoters are not and have never been a promoter, director or person in control of any other company which is

debarred or prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or

any other regulatory or governmental authority.

None of the Promoter Group Companies have made any public issue in the preceding three years. None of Promoter

Group Companies fall under the definition of a sick company within the meaning of the erstwhile Sick Industrial

Companies (Special Provisions) Act, 1985, as amended or have been declared insolvent or bankrupt under the provisions of the Insolvency and Bankruptcy Code, 2016, as amended or have any insolvency or bankruptcy proceedings initiated

against any of them and is not under winding up.

For details on litigations and disputes pending against the Promoters, please refer to the section titled ‘Outstanding

Litigations and Material Development’ on page no.44 of the Information Memorandum.

Promoter Group

In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company in terms

of Regulation 2(1) (pp) of the SEBI ICDR Regulations, 2018 are set out below:

A. Natural Persons who are Part of the Promoter Group

Name of the Promoters Name of the Relative Relationship with the Promoter

Mr. Hardik Desai

Jigishkumar R. Desai Father

Anjana J. Desai Mother

Maniya H. Desai Wife

Niyati Thakkar Sister(s)

- Son(s)

Viyona Desai

Naira Desai

Daughter(s)

Name of the Promoters Name of the Relative Relationship with the Promoter

Harjinder Ahluvalia Wife's Father

Hema Ahluvalia Wife's Mother

Rishi Ahluvalia Wife’s Brother

- Wife’s Sister

Mr. Chetan C. Jariwala

Chandrakant Jariwala Father

Kailashben C. Jariwala Mother

Rupa C. Jariwala Wife

- Brother(s)

Hemaxi Jariwala and Parul Jariwala Sister(s)

- Son(s)

Yashashvee Jariwala Daughter(s)

Mahesh Kansara Wife's Father

Kashmira Kansara Wife's Mother

- Wife’s Brother

Trupti Zaveri Wife’s Sister

Companies / Corporate Entities forming part of the Promoter Group- Not Applicable

As per Regulation 2(1)(pp)(iv) of the SEBI (ICDR) Regulations, 2018, the following Companies / Trusts / Partnership

firms / HUFs or Sole Proprietorships shall form part of our Promoter Group:

Sr. No. Name of the Company Interested Director

1. Trident Lifeline Private Limited Mr. Hardik Desai

2. Trident Mediquip Limited Mr. Hardik Desai

3. TLL Herbal Limited Mr. Hardik Desai

4. VN Capital Services LLP Mr. Hardik Desai

5. Shree Santram Silk Mills LLP Mr. Hardik Desai

39

6. Talon Healthcare LLP Mr. Chetan Jariwala

7. Tench Lifesciences LLP Mr. Chetan Jariwala

8. Durga Corporation Mr. Hardik Desai

9. Hardik Desai HUF Mr. Hardik Desai

10. Jigish Desai HUF Mr. Hardik Desai

11. Yamuna Tex Mr. Hardik Desai

12. Yashashvee Textiles Mr. Chetan Jariwala

RELATED PARTY TRANSACTIONS

All related party transactions entered by the Company are in the normal course of business and at arm’s length. The

transactions are related to sale, purchase or supply of goods or operating materials and also include interest on inter

corporate deposits given for operational purposes. In terms of the Companies Act, 2013 read with the rules made

thereunder, all such related parties transactions entered by the Company are approved by the Audit Committee and the

Board, as applicable, from time to time.

DIVIDEND POLICY

[As on the date of this Information Memorandum, our Company does not have a formal dividend policy and not

applicable to our company.]

The declaration and payment of dividend on our Equity Shares, if any, will be recommended by our Board and approved

by our Shareholders, at their discretion, in accordance with provisions of our Articles of Association and applicable laws,

including the Companies Act.

The dividend, if any, will depend on a number of factors, including but not limited to our earnings, capital requirements,

contractual obligations, results of operations, financial condition, cash requirements, business prospects and any other

financing arrangements, applicable legal restrictions and overall financial position of our Company. Our Board may

also, from time to time, declare interim dividends from the profits of the Financial Year in which such interim dividend is

sought to be declared. In addition, our ability to pay dividends may be impacted by restrictive covenants under the loan

or financing arrangements our Company is currently availing of or may enter into to finance our fund requirements for our business activities.

Our Company has declared 10% dividend on the Equity Shares for FY 2017-18 & 2018-19 and 5% dividend on CCPS

for FY 2018-19.

40

SECTION V- FINANCIAL INFORMATION

Statement of Assets & Liabilities for the Financial Years 2019-20 & 2018-19

Particulars As on 31.03.2020

(In Rupees)

As on 31.03.2019

(In Rupees)

EQUITY AND LIABILITIES

1. Shareholder’s Funds:

a) Share Capital 4,19,58,750.00 4,19,58,750.00

b) Reserves & Surplus 7,65,83,788.28 6,79,95,120.05

2. Share Application money pending allotment 0.00 0.00

3. Non- Current liabilities

a) Long-term Borrowings 11,50,38,633.74 9,24,77,208.00

b) Deferred Tax Liabilities (Net) 22,04,428.00 1,41,424.00

c) Long Term Provisions 0.00 0.00

d) Other Long Term Liabilities 0.00 0.00

4. Current Liabilities

a) Short-term borrowings 9,81,36,104.08 3,60,12,807.00

b) Trade Payables

Outstanding dues to micro enterprise and small enterprise 54,68,731.00 1,28,30,088.00

Outstanding dues to creditors other than above 15,48,07,223.00 18,10,35,365.00

c) Other Current Liabilities 2,33,60,903.00 2,56,64,235.00

d) Short term provisions 61,60,619.00 1,23,23,496.00

TOTAL 52,37,19,180.10 47,04,38,493.05

ASSETS

A. Non- Current Assets

a) Fixed Assets

(i) Tangible Assets 9,27,49,136 2,36,06,645.00

(ii) Intangible Assets 0.00 0.00

(iii) Capital WIP 30,27,956.00 6,39,25,608.00

b) Long Term Loans and Advances 58,68,185.000 37,15,935.00

c) Non-current Investment 89,88,875.00 1,41,56,190.00

d) Deferred Tax Assets 0.00 0.00

e) Other Non Current Assets 1,36,82,980.68 41,93,585.41

B. Current Assets

a) Inventories 10,11,19,512.00 3,92,50,758.00

b) Trade Receivables 26,43,41,696.25 29,39,93,660.00

c) Cash and Cash Equivalents 8,17,616.06 38,87,407.83

d) Current Investments 0.00 0.00

e) Short Term Loans & Advances 1,84,77,443.00 1,78,30,352.00

f) Other Current Assets 1,46,45,779.56 58,78,351.81

g) Miscellaneous Expenditure - -

TOTAL 52,37,19,180.10 47,04,38,493.05

41

Statement of Profit & Loss Account for the Financial Years 2019-20 & 2018-19

Particulars As on 31.03.2020

(In Rupees)

As on 31.03.2019

(In Rupees)

INCOME

Revenue from Operations 90,96,40,557 .32 86,89,73,811,00

Other Income 30,84,336.40 32,27,047.00

Total 912,724,893.72 872,200,858.00

EXPENSES

Cost of Material Consumed 8,44,27,173.32 0.00

Purchase of Stock in trade 76,42,58,641.91 78,36,69,241.00

Change in Inventories (6,09,19,196.00) 1,14,27,927.00

Employee Benefit Expenses 2,46,45,966.00 1,91,50,471.00

Finance Cost 2,41,40,287.99 86,46,920.48

Payment to Auditor 2,25,000.00 1,85,000.00

Depreciation & Amortization 80,48,419.00 30,38,884.48

Other Expenses 5,14,16,044.67 3,05,66,790.50

Total 89,62,36,336.89 85,66,85,234.46

Profit Before exceptional & extraordinary items & tax

1,64,88,556.83

1,55,15,623.54

Exceptional item 30,26,994.00 -13,81,503.00

Tax Expenses

1. Current tax 28,09,890,00 42,50,469.00

2. Deferred tax 20,63,004.00 -95,499,00

Profit/ (Loss) for the Year

85,88,668.23

1,27,42,156.54

Other Financial Data

12 Months period ending March 31

2020 2019

Net Worth (in Rs.) 11,85,42,538. 10,99,53,870.

Dividend (%) NIL 10%

Earnings Per Share (in Rs. Per Share) 2.15 3.19

* Previous year figures have been regrouped/ reclassified, where necessary, to conform to this year’s classification.

*Source: Audited Annual Accounts

Financing Arrangements

There are/have been no financing arrangements whereby the Promoters, member of Promoter Group, the Directors of our

Promoter Group, the Directors of our Company and their relatives have financed the purchase by any other person of

securities of our Company during the period of six months immediately preceding the date of this Information

Memorandum.

42

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF

OPERATIONS

Financial Review

The operating income during the financial year ended 31st March, 2020 stood at Rs. 90,96,40,557.32/- as against the total

operating income of Rs. 86,89,73,811/- in the previous financial year ended 31st March, 2019.

During the Year the Company has earned a net profit of 85,88,668.23/- as compared to the net profit of Rs.

1,27,42,156.54/- in the previous year.

Recent Developments

a) COVID-19 Outbreak

The unprecedented COVID 19 health care crisis has caught the entire world off-guard. To say the least, it has devastated

manufacturing operations, supply chains and has sent shocks to the global economy. Governments worldwide had

imposed indefinite lockdowns, restrictions on movement, and thus any sort of economic activity. The national lockdown

in India was one of the most severe and longest in duration. Manufacturing activities, barring a few essential goods &

services, had come to a standstill for a little less than two months.

The effects of this lockdown were even more severe in labour-intensive industries such as Textiles, which directly and

indirectly employees ~4.5 Cr and ~6.0 Cr people. An unexpected and sudden lockdown led to an unplanned and chaotic movement of migrant labourers across the country, as the majority of the workforce was trying to make back to their

homes with negligible transportation services available.

It is extremely difficult to provide an industry outlook, given the context that this is a constantly evolving and still

unfolding situation. To comment on anything about demand normalization and revival is a little premature for the time

being. That being said, the industry should be completely prepared for a remarkably challenging external environment for

the foreseeable future.

b) New Textile Policy 2020

The Indian textile and apparel sector faces a lot of structural challenges and regulatory issues. This has allowed other

smaller developing countries to catch up with India in terms of production and exports, despite of India possessing good

fundamentals and inherent strengths in this sector. In December 2019, the Government of India announced its intent to launch a 'New Textiles Policy 2020', which will replace the 20-year-old policy currently in force. It has been indicated

that the new policy will contain measures & solutions to various impediments faced by the industry. It will be including

but not limited to enhancing the skills of textile workers, enhancing exports and modifications to the taxation policy

currently in place.

c) Good and Service Tax

Introduction of Goods and Service Tax (GST) in July 2017 has introduced quite a few changes in the industry. The

unorganized industry was hit hard by the implementation of GST, the organized industry, on the other hand, has grown at

the cost of the unorganized industry. GST has diluted the tax arbitrage that was previously available to unorganized

players, thereby creating a level-playing field for organized players.

For the textile industry, rates of 5% and 12% are imposed on cotton and man-made fiber respectively, while silk and jute

are completely exempted. On the apparel side, goods costing less than Rs. 1,000 attract a 5% GST rate while goods

costing more than Rs. 1,000 attract a 12% GST rate. While the unorganized space has faced the heat of GST far more

intensely than organized space in domestic markets, it has been equally challenging for organized space in the export

front. The introduction of GST discontinued many export incentives, making Indian manufacturers less competitive

globally. Added to this was subdued demand from UK and USA, which are the world’s largest textile consumption

markets.

Strategy going forward

Improved Customer Satisfaction

With the commencement of manufacturing operations, the company has been able to serve its clients better through all kinds of products and contract manufacturing services such as weaving, printing, and embroidery under one roof. This

will also help us in onboarding more clients with a variety of requirements.

43

Expanding Geographical Reach

The company is planning to tap export markets, in the Middle East region and Afghanistan, with its product basket of

finished garments. Export operations are expected to commence soon. The same could not be done in the previous

financial year due to multiple unfavorable conditions.

Quality Assurances

We strive to maintain the best quality of products in each of our business segments, be it manufacturing or trading.

Engaging with select manufacturing partners helps us in managing our internal quality benchmarks and controlling the

quality of output that comes out of the company.

Improving Operational Efficiencies and Cost Competitiveness

We at TTFL, intend to maintain the highest level of operational efficiencies in our manufacturing operations. We aim to bring down our cost of operations without compromising the quality of our products.

Risks and Concerns

Presence in a highly competitive market.

Dependence on government & policy support.

Opportunities

Shift from a pure trading business model to integrated manufacturing as well as trading business model.

Expansion into value-added products.

Threats

Price competitiveness and under-cutting in a highly competitive market.

A slowdown in the consumption of textile products.

Internal Controls and Adequacy

The company has in place an adequate system of internal control commensurate with the size and nature of its business.

These have been designed to provide reasonable assurance that all assets are safeguarded and protected against loss from

unauthorized use or disposition and that all transactions are authorized, recorded and reported correctly and the business

operations are conducted as per the prescribed policies and procedures of the company. The Audit Committee and the

management have reviewed the adequacy of the internal control systems and suitable steps are taken to improve the

same.

Human Resource Development and Industrial Relations

Our Company firmly believes that its human resources are key enablers for the growth of the Company and therefore an

important asset. Hence, the success of the company is closely aligned with the goals of the human resources of the

company. Taking this into account, our company continued to invest in developing its human capital and establishing its

brand on the market to attract and retain the best talent. Employee relations during the period under review continued to

be healthy, cordial and harmonious at all levels. The company is committed to maintaining good relations with the

employees.

Cautionary Statement

Statements in the Management Discussion and Analysis, describing the company’s objective, projections, estimates and

expectations may be forward-looking statements. Actual results may differ materially from those expressed or implied

due to various risks and uncertainties. Important factors that could make a difference to the company’s operations include economic and political conditions in India and other countries in which the Company operates, volatility in interest rates,

changes in government regulations and policies, tax laws, statutes and other incidental factors. The company does not

undertake to update these statements.

44

SECTION VI - LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except as stated below, there are no outstanding; (1) criminal proceedings involving our Company, Directors, Promoters

and Subsidiaries; (2) actions taken by statutory or regulatory authorities involving our Company, Directors, Promoters

and Subsidiaries; (3) claims involving our Company, Directors, Promoters and Subsidiaries for any direct or indirect tax

liabilities (disclosed in a consolidated manner giving the total number of claims and total amounts involved);

(4) proceedings involving our Company, Directors, Promoters and Subsidiaries (other than proceedings covered under

(1) to (3) above); and (5) litigation involving the Group Companies which has a material impact on our Company.

Further, except as discussed in this chapter, there are no disciplinary actions including penalties imposed by SEBI or stock exchanges against our Promoters in the last five financial years including any outstanding action.

Unless stated to the contrary, the information provided below is as of the date of Information Memorandum.

Litigation involving our Company:

A. Litigation involving our Company

I. Litigation initiated against our Company

(a) Criminal proceedings

As on date of this Information Memorandum, there are no criminal proceedings against our Company.

(b) Other pending proceedings:

Sr. No. Nature of Case No. Of

Outstanding

cases

Amount to the

extent quantifiable

( in Rupees)

1. Litigation by/against our Company




As on date of this Information Memorandum, there are no civil or other proceedings against our

Company apart from that stated above.

(c) Claims related to direct and indirect taxes (in a consolidated manner)

As on date of this Information Memorandum, there are no proceedings related to direct or indirect taxes

against our Company apart from that stated above.

II. Litigation initiated by our Company


As on date of this Information Memorandum, our Company has not initiated any criminal proceedings

against any third party.

(b) Other pending proceedings

As on date of this Information Memorandum, our Company has not initiated any civil or other proceedings

against any third party.

(c) Claims related to direct and indirect taxes (in a consolidated manner)

As on date of this Information Memorandum, our Company has not initiated any proceedings related to

direct or indirect taxes.

45

B. Litigation involving our Directors

I. Litigation initiated against our Directors


As on date of this Information Memorandum, there are no criminal proceedings against our Directors.

(b) Actions by statutory or regulatory authorities

As on date of this Information Memorandum, there are no statutory or regulatory proceedings against our Directors.

(c) Claims related to direct and indirect taxes

As on date of this Information Memorandum, there are no direct or indirect tax against our Directors.

(d) Other pending proceedings


Outstanding cases


quantifiable

( in Rupees)

1. Litigation by our Director (Mr. Hardik Desai)

a) Summary Suit 1 1000000/-

As on date of this Information Memorandum, there are no other proceedings against by our Directors

apart from as stated above.

II. Litigation initiated by our Directors


As on date of this Information Memorandum, there are no criminal proceedings initiated by our

Directors.

(b) Claims related to direct and indirect taxes


Outstanding

cases


quantifiable

( in Rupees)



As on date of this Information Memorandum, there are no direct or indirect tax proceedings initiated by

our Directors apart from as stated above.

(c) Other pending proceedings


Outstanding cases


quantifiable

( in Rupees)


a) Other Pending case 1 238027/-

As on date of this Information Memorandum, there are no other proceedings initiated by our Directors

apart from as stated above.

C. Litigation involving our Promoters:

I. Litigation initiated against our Promoters


As on date of this Information Memorandum, there are no criminal proceedings against our Promoters.

(b) Pending action by statutory or regulatory authorities against our Promoters and disciplinary action

including penalty imposed by SEBI or Stock Exchanges against the Promoters in the last 5 Financial

Years

46

As on date of this Information Memorandum, there are no statutory or regulatory proceedings against our

Promoters.

(c) Other pending proceedings - NIL

II. Litigation initiated by our Promoters


As on date of this Information Memorandum, there are no criminal proceedings against our

Promoters.

(b) Other pending proceedings

As on date of this Information Memorandum, there are no civil or other proceedings against our

Promoters apart from as stated above

D. Litigation involving our Subsidiaries – Not Applicable

E. Litigation involving our Group Companies:-NIL

F. Outstanding dues to creditors

Particulars Number of creditors Amount involved

(in Rs. lakh)

Dues to micro, small and medium enterprises 5 54.69

Dues to creditors 45 1548.07

Dues to other creditors 60 57.51

Total 110 1659.27

47

GOVERNMENT APPROVALS

Our Company has received the necessary licenses, permissions and approvals from the Central and State

Governments and other government agencies/regulatory authorities/certification bodies required to undertake the

Issue or continue our business activities. In view of the approvals listed below, we can undertake the Issue and our

current/ proposed business activities and no further major approvals from any governmental/regulatory authority or

any other entity are required to be undertaken, in respect of the Issue or to continue our business activities. It must,

however, be distinctly understood that in granting the above approvals, the Government of India and other

authorities do not take any responsibility for the financial soundness of our Company or for the correctness of any

of the statements or any commitments made or opinions expressed in this behalf.

The main objects clause of the Memorandum of Association of our Company and the objects incidental, enable our

Company to carry out its activities.

a. Approvals for the Migration

1. The Board of Directors have, pursuant to resolution passed at its meeting held on June 25, 2020 authorized the

Migration to Main Board subject to approval by the shareholders of the Company as per SEBI (ICDR)

Regulations and such other authorities as may be necessary.

2. The shareholders of our Company have, pursuant to Postal Ballot Resolution, results declared on July 31, 2020

pursuant to SEBI (ICDR) Regulations, authorized the Migration to the Main Board of BSE Limited.

3. In-principle approval dated [.] from the BSE for listing of the Equity Shares of our Company on Main Board of

BSE.

b. Approvals pertaining to Incorporation, name and constitution of our Company

(i) Certificate of incorporation dated September 5, 2008, issued to our Company by the Registrar of

Companies, Gujarat, Dadra and Nagar Haveli..

(ii) A Fresh Certificate of Incorporation consequent upon change of name from “Trident Texofab Private

Limited” to “ Trident Texofab Limited” was issued on June 6, 2017 by the Assistant Registrar of

Companies, Gujarat, Dadra and Nagar Haveli..

(iii) The Corporate Identity Number (CIN) of our Company is L17120GJ2008PLC054976

c. Approvals from Tax Authorities

Sr.

No.

Authorization Granted Issuing Authority Registration No./

Reference No./

License No.

Date of Issue

/ Renewal /

Effective

Date

Validity

1. Permanent Account

Number

Commissioner of

Income Tax

AADCT0381R September

5, 2008

Valid until

cancellation

2. Tax Deduction Account Number

(TAN)

Income Tax

Department, GoI

SRTT01176A December

30, 2008

Valid until

cancellation

3 NO objection certificate in respect

of fire fighting services of our Company

World Class Fire

Services

- July 21,

2020

July 20, 2021

4. Provisional Goods and Service tax

Registration

Goods and Service

Tax Act, 2017.

24AADCT0381R

1ZZ

June 26,

2017

-

5. Shop and Establishment

Certificate for Premises- 2004, 2nd

Floor, North Extension, Falsawadi,

Begumpura, Nodh- 4/1650, Sahara

Darwaja, Surat- 395003, Gujarat,

India

Shop and

Establishment

Department, Surat

Municipal

Corporation

CZ/S/4/219969 January 1,

2020

December

31, 2020

6. Shop and Establishment

Certificate for Premises- 305,

Raghuvir business emporium,

Opp. D R world, Kadodara road,

Shop and

Establishment

Department, Surat

Municipal

EAZ/S/MAGOB/4

36380

January 01,

2020

December 31,

2020

48

Surat Corporation

7. Employer’s Code of our Company under the ESIC

Employees State Insurance

Corporation

39000551250000108

June 29, 2017

Valid Until Cancel

8. Establishment Code of our

Company under the EPF Act

Employees Provident

Fund Organisation

SRSRT164463900

0

September

13, 2017

Valid Until

Cancel

d. Intellectual property registrations

Our Promoter Director Hardik J. Desai has applied for the “Trident” trademarks under various classes with the

Registrar of Trademarks in India under the Trade Mark Act, 1999. Hardik J. Desai has pursuant to deed of

assignment of trademark dated April 21, 2017, assigned the use of the trademarks that are currently pending

registration to us as a permitted user for a period of ten years.

e. Other Approvals

Our Company is required to obtain various approvals and licenses under various laws, rules and regulations in

order to carry on the business in India, in relation to its office in Ahmedabad.

None of the approvals that are required to be obtained by our Company for undertaking its business have elapsed in

their normal course and our Company has made applications to the relevant Central or State government authorities

for renewal of such approvals, licenses, registrations and permits. Some are as under:

1) Consent to establish (NOC) Under Section 25 of Water Act 1974 and Section 21 of Air Act 1981 issued by

Gujarat Pollution Control Board is GPCB/CTE-SRT-3804/ID_69346/497429.

2) License to Work a Factory under the Factories Act, 1948 issued by Joint Director Industrial Safety and Health,

Surat Region for Hojiwala and Value addition unit is 38227 & 37811

3) ISO 9001:2015 Certified from Quality Management systems.

49

REGULATORY AND STATUTORY DISCLOSURES

Authority for Migration to Main Board

The Board of Directors, pursuant to a resolution passed at their meeting held on June 25, 2020 authorized the proposal

for Migration from SME Platform to Main Board of BSE Limited, with the approval of the shareholders of our Company

through Postal ballot through e-voting, results declared on July 31, 2020 as per the provisions of Regulation 277 of SEBI

(ICDR) Regulations, 2018, Section 110 and other applicable provisions of Companies Act,2013 read with Rules framed

thereunder and General Circular No. 14/2020 dated 8th April, 2020 and General Circular No. 17/2020 dated 13 April,

2020 issued by the Ministry of Corporate Affairs (“General Circulars”) , and such other authorities as may be necessary.

The Shareholders of our Company have, pursuant to postal ballot, as per the provisions of SEBI (ICDR) Regulations,

2018, authorized the proposal for Migration Of Listing/ Trading Of Equity Shares Of the Company from BSE SME Platform to Main Board of BSE Limited on July 31, 2020

Eligibility for Migration to Main Board

Our company’s Equity Shares are listed on SME Platform of BSE in terms of the SEBI (ICDR) Regulations and this

proposal is for Migration to Main Board.

Our company is eligible for Migration in accordance with Regulation 277 of SEBI (ICDR) Regulations, 2018 as the paid-

up capital is more than 10 Crore and not exceeding 25 Crore and our securities are listed on SME Platform of BSE

Limited. We have therefore obtained shareholders’ approval, pursuant to postal ballot through e-voting Regulation 277 of

SEBI (ICDR) Regulations, 2018, results declared on July 31, 2020.

Our Company is listed on SME platform of BSE Limited and is in compliance with BSE Limited circular dated 14-10-

2019 pertaining to eligibility criteria for migration from SME Platform of BSE Limited to Main Board of BSE Limited.

Information Memorandum shall be made available to public through the respective websites of the Stock Exchange i.e.,

www.bseindia.com. Our Company shall make the Information Memorandum available on its website at

www.tridenttexofab.com

Prohibition by Securities and Exchange Board of India

Our Company, Directors, Promoters and Promoter Group are not prohibited or debarred from accessing the capital

markets or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any

securities market regulator in any other jurisdiction or any other authority/court. Further, none of our Directors or

Promoters is a director or promoter of any other company which is currently debarred from accessing the capital markets by SEBI. We further confirm that none of our Company, it’s Promoters, relatives of Promoters (as defined under

Companies Act,2013) its Directors and its Group Companies have been identified as wilful defaulters by the RBI or other

authorities

Compliance with Companies (Significant Beneficial Ownership) Rules, 2018

Our Company, Promoters, Promoter Group is in compliance with the Companies (Significant Beneficial Ownership)

Rules, 2018, to the extent applicable.

Fugitive Economic Offences

None of our Promoters or Directors is declared a fugitive economic offender under section 12 of the Fugitive Economic

Offenders Act, 2018.

Association with the Securities Market None of our Directors are associated with the securities market in any manner except to the extent of their shareholding /

directorships in other listed companies. No action has been initiated by SEBI against any such Directors during the five

years preceding the date of this Information Memorandum.

Willful defaulter by Reserve Bank of India

Our Company, Promoters and Directors have not been identified as wilful defaulters by any bank and/or financial

institution in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

Disclaimer Clause – BSE

BSE’s name is included in this Information Memorandum as the stock exchange on which this Company’s Equity securities are proposed to be listed. As required, a copy of this Information Memorandum has been submitted to BSE.

General Disclaimer from the Company

Our Company accepts no responsibility for statements made otherwise than in this Information or any other material

issued by or at the instance of our Company and anyone placing reliance on any other source of information would be

doing so at his or her own risk. All information shall be made available by our Company to the public and investors at


50

large and no selective or additional information would be available for a section of the investors in any manner.

Listing Our Equity Shares are listed on BSE – SME. Now, an Application is proposed to be made to BSE Limited for migration

of Company from SME Platform of BSE to Main Board of BSE.

Expert Opinions

We have not obtained any expert opinions.

Disclaimer Clause of BSE

As required, a copy of this Information Memorandum is being submitted to BSE Limited. BSE India Limited does not in

any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or warrant that this Company‘s securities will be traded or will continue to be traded on the Main Board

of BSE Limited; or take any responsibility for the financial or other soundness of this Company, its promoters, its

management or any scheme or project of this Company; and it should not for any reason be deemed or construed to mean

that this Information Memorandum has been cleared or approved by the BSE Limited. Every person who desires to

acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall

not have any claim against the BSE Limited whatsoever by reason of any loss which may be suffered by such person

consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be

stated herein or for any other reason whatsoever.

Issuance of Shares

No equity shares are proposed to be issued through this Information Memorandum

Issuances for consideration other than cash

Except Bonus shares, the Company has not undertaken any issuances for consideration other than cash since its

incorporation.

Commission and Brokerage on Previous Issues

No sum has been paid or is payable as commission or brokerage for subscribing to or procuring or agreeing to procure

subscription for any of the Equity Shares by our Company.

Outstanding Debentures or Bonds and Redeemable Preference Shares and other Instruments issued by our

Company

There are no outstanding debentures or bonds and redeemable preference shares and other instruments issued by our Company.

Monthly Stock Market Data for our equity Shares since Month of listing: taken up to last 6 months

Month Open Price High Price Low Price Closing Price

Feb 20 90.00 90.25 80.00 88.50

Mar 20 83.90 103.60 65.00 103.60

Apr 20 82.90 98.60 82.90 98.60

May 20 78.90 79.00 78.90 79.00

Jun 20 79.50 79.50 68.25 68.25

Jul 20 69.00 78.50 67.50 75.00

Aug 20 79.70 118.80 27.85 27.85

Disposal of Investor Grievances by our Company KFin Technologies Private Limited is the Registrar and Transfer Agent of the Company to accept the

documents/requests/complaints from the investors/shareholders of the Company. All documents are received at the

inward department, where the same are classified based on the nature of the queries/actions to be taken and coded

accordingly. The documents are then electronically captured before forwarding to the respective processing units. The

documents are processed by professionally trained personnel. The Company/RTA has set up service standards for each of

the various processes involved such as effecting the transfer/dematerialization of securities/change of address ranging from 3-7 days.

Mr. Mehul N. Amareliya, Company Secretary & Compliance Officer of the Company is vested with responsibility of

addressing the Investor Grievance in coordination with Registrar & Transfer Agents, his contact details are given below:

Mr. Mehul N. Amareliya (Company Secretary and Compliance Officer)

Add-2004, 2nd Floor, North Extension, Falsawadi, Begumpura, Nodh-4/1650, Sahara Darwaja, Surat, Gujarat-395003




51

SECTION VII – OTHER INFORMATION

DECLARATION

All relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or

the guidelines/regulations issued by the SEBI, established under section 3 of the Securities and Exchange Board of India

Act, 1992, as the case may be, have been complied with and no statement made in the Information Memorandum is

contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules

made or guidelines or regulations issued there under, as the case may be. We further certify that all statements made in

this Information Memorandum are true and correct.

For and on behalf of the Board of Directors of

Trident Texofab Limited

_____________________

Name: Hardik Desai

Designation: Managing Director

DIN: 01358227

Place: Surat

Date: September 2, 2020

Documents

TRIDENT TEXOFAB LIMITED