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Trident Ltd AGM Information 2018

Aug 20, 2018

59305_rns_2018-08-20_fd6f4225-5f6f-4c34-ac9d-828701a6bc45.pdf

AGM Information

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TRIDENT/CS/2018 August 20, 2018

The Manager The Manager Listing Department Listing Department National Stock Exchange of India Limited BSE Limited Exchange Plaza, Plot No. C/1, G Block Phiroze Jeejeebhoy Towers Bandra Kurla Complex, Bandra (E) Dalal Street Mumbai – 400 051 Mumbai – 400 001 Scrip Code:- TRIDENT Scrip Code:- 521064

Dear Sir/ Madam

Sub: Notice of 28[th] Annual General Meeting

We wish to inform you that the 28[th] Annual General Meeting of the Company is scheduled to be held on Friday, the 14[th] day of September, 2018, at 11:00 AM at the Registered Office of the Company at Trident Group, Sanghera-148101, India.

Pursuant to Regulation 30 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith copy of the notice calling Annual General Meeting containing all the business to be transacted at the meeting for your reference and records, please.

Kindly also consider this letter as compliance of prior intimation in accordance with proviso to Regulation 29(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We hope you will find the same in order.

Thanking you,

Yours sincerely,

For Trident Limited

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(Ramandeep Kaur) Company Secretary ICSI Membership No.: F9160

Encl: As above

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Trident Limited Annual Report 2017-18

TRIDENT LIMITED

Registered Office : Trident Group, Sanghera - 148101, India CIN : L99999PB1990PLC010307 | Toll Free No . :1800-180-2999 | Fax : +91 161 5039900 Website : www.tridentindia.com | E-mail : [email protected]

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 28th Annual General Meeting of the Members of TRIDENT LIMITED will be held on Friday, the 14th day of September, 2018 at 11:00 AM at the Registered Office of the Company at Trident Group, Sanghera-148101, India to transact the following business:

ORDINARY BUSINESS

  1. To receive, consider and adopt :

  2. a) the Audited Financial Statements of the Company for the financial year ended on March 31, 2018 along with Reports of the Auditors and Directors thereon; and

  3. b) the Audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2018 along with Report of the Auditors thereon.

  4. a) To declare a dividend of H 0.30 per Equity Share of H 10/each for the financial year 2017-18;

  5. b) To ratify and confirm the interim dividends of H 1.20 per Equity Share already paid during the financial year 2017-18;

  6. To appoint a director in place of Mr Rajinder Gupta (DIN : 00009037), who retires and being eligible, offers himself for reappointment.

  7. To appoint a director in place of Mr Deepak Nanda (DIN : 00403335), who retires and being eligible, offers himself for reappointment.

  8. To ratify the appointment of Statutory Auditor by passing following resolution as an Ordinary Resolution :

  9. “RESOLVED that pursuant to Section 139 and 142 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, as amended from time to time, based on the recommendations of the Audit Committee and of the Board, the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, ICAI Firm Registration No: 301003E/E300005, who have offered themselves for appointment and have confirmed their eligibility under the relevant provisions of the Companies Act, 2013 as the Statutory Auditors of the Company be and is hereby ratified to hold office for a term of five consecutive years commencing from the conclusion of 27th Annual General Meeting till conclusion of 32nd Annual General Meeting, at such remuneration including reimbursement of travelling and other out of pocket expenses as may be mutually agreed between the Board of Directors of the Company and the Auditors.”

SPECIAL BUSINESS

  1. To approve raising of finance

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

  3. “RESOLVED that pursuant to the provisions of Sections 23, 42, 62(1)(c) and 71 and other applicable provisions, if any, of the Companies Act, 2013, and the rules framed thereunder, including any amendments thereto or statutory modification(s) or reenactment(s) thereof for the time being in force and the applicable provisions, if any of the Companies Act, 1956 (without reference to the provisions thereof that have ceased to have effect upon

notification of the Companies Act, 2013 (together, the “Companies Act”), the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time (“SEBI Regulations”), the provisions of the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993 or the Depository Receipt Scheme, 2014, the provisions of the Foreign Exchange Management Act, 1999, Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended from time to time, the Consolidated FDI Policy issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry and such other statutes, notifications, clarifications, circulars, rules and regulations as may be applicable and relevant, as amended from time to time, issued by the Government of India (“GOI”), the Reserve Bank of India (“RBI”), the Securities and Exchange Board of India (“SEBI”), the BSE Limited and the National Stock Exchange of India Limited, being the stock exchanges where the Equity Shares of the Company are listed (collectively referred to as “Stock Exchanges”) and any other appropriate authorities, institutions or bodies, as may be applicable and in accordance with the enabling provisions of the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and the listing agreements entered into by the Company with each of the Stock Exchanges, and subject to such approvals, consents, permissions and sanctions, if any, of the GOI, RBI, SEBI, Stock Exchanges and any other appropriate authorities, institutions or bodies, as may be necessary and further subject to such terms and conditions and modifications as maybe prescribed or imposed by any of them while granting any such approval, consent, permission, and/or sanction, which may be agreed/ accepted to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any duly constituted committee thereof, including any Securities Committee, which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this Resolution), approval of the members of the Company be and is hereby accorded to the Board in its absolute discretion, to create, offer, issue and allot (including with provisions for reservation on firm and/or competitive basis, of such part of issue and for such categories of persons as may be permitted), with or without green shoe option, either in India or in the course of international offering(s) in one or more foreign markets, equity shares of the Company with a face value of H 10/- each (“Equity Shares”), nonconvertible/convertible debt instruments along with warrants and/ or convertible securities instruments other than warrants or other eligible securities (all of which are hereinafter collectively referred to as the “Securities”) or any combination of Securities, of up to H 5000,000,000/- (Indian Rupees Five Thousand Millions Only) or its equivalent thereof, for cash, in one or more currency and/or Indian Rupees inclusive of Premium as may be fixed on such Securities

Notice

at such a time or times, if any in one or more tranches, by way of a public and/or private offering, and/or on preferential allotment basis including but not limited to Qualified Institutions Placement (“QIP”) in accordance with Chapter VIII of the SEBI Regulations, by the issue of a placement document in one or more foreign markets or domestic markets to one or more eligible persons whether or not they are members of the Company, including but not limited to Qualified Institutional Buyers(“QIBs”) as defined under the SEBI Regulations, whether domestic investors or foreign investors, in such a manner and on such terms and conditions including discount (as permitted under applicable law) etc., as may be deemed appropriate by the Board in its absolute discretion, all subject to applicable laws, considering the prevailing market conditions and other relevant factors and wherever necessary in consultation with the lead manager(s) and/or other advisor(s) for such issue (the “Issue”). The number and/or price of Securities shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split, merger, demerger, transfer of undertaking, sale of division or any such capital or corporate restructuring.”

“RESOLVED FURTHER that the allotment of Securities, or any combination thereof as may be decided by the Board, shall be completed within 12 (twelve) months from the date of approval of the shareholders of the Company by way of a special resolution for approving the QIP or such other time as may be allowed under the SEBI Regulations at a price being not less than the price determined in accordance with the pricing formula provided under Chapter VIII of the SEBI Regulations, provided that the Board may, at its sole discretion, offer a discount of not more than five percent or such percentage as permitted under applicable law, on the price so calculated for the QIP, as permitted under SEBI Regulations and further, subject to the provisions of applicable laws, price determined for the QIP shall be subject to appropriate adjustments as per the provisions of Regulation 85(4) the SEBI Regulations, if required and such Securities shall not be eligible to be sold for a period of twelve months from the date of allotment, except on a recognized stock exchange, or except as may be permitted from time to time under the SEBI Regulations. The Securities shall be allotted as fully paid-up (subject to allottees having the option to pay either full or part consideration for warrants, with the balance consideration being payable at or by the time of exercise of such warrants, where the tenure of any convertible or exchangeable Securities shall not exceed 60 (sixty) months from the date of allotment), and the aggregate of all QIPs made by the Company in the same financial year shall not exceed five times the net worth of the Company as per the audited balance sheet of the previous financial year.”

“RESOLVED FURTHER that the equity shares proposed to be issued through the QIP in accordance with the Chapter VIII of the SEBI Regulations and shall rank pari-passu with the existing Equity Shares of the Company in all respects including dividend.”

“RESOLVED FURTHER that the Securities to be so offered, issued and allotted shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company.”

“RESOLVED FURTHER that in addition to all applicable Indian laws, the Securities issued pursuant to this Resolution shall also be governed by all applicable laws of any foreign jurisdiction where such Securities are or are proposed to be marketed, or that may in any other manner apply in this relation.”

“RESOLVED FURTHER that without prejudice to the generality of the above, the Equity Shares may have such features and attributes or any terms or combination of terms in accordance with domestic and international practices to provide for the tradability and free transferability thereof as per the prevailing practices and regulations in the capital markets, if applicable.”

“RESOLVED FURTHER that the relevant date for determining the price of the Equity Shares to be allotted pursuant to the QIP, if any, shall mean, the date of the meeting in which the Board or a committee thereof decides to open the proposed Issue, as provided under Chapter VIII of the SEBI Regulations, and in the event that convertible securities (as defined under the SEBI Regulations) are issued to QIBs under Chapter VIII of the SEBI Regulations, the “relevant date” for the purpose of pricing of such convertible securities, shall be the date of the meeting in which the Board or the Securities Committee decides to open the Issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for Equity Shares as may be determined by the Board.“

“RESOLVED FURTHER that for the purpose of giving effect to any offer, Issue or allotment of Securities or equity shares on conversion of Securities, the Board be and is hereby authorised on behalf of the Company to seek listing of any or all of such Securities or equity shares as the case may be, on one or more Stock Exchanges.“

“RESOLVED FURTHER that the Board be and is hereby authorised to appoint lead manager(s), underwriters, depositories, custodians, registrars, bankers, lawyers, advisors, debenture trustees, valuers and all such agencies as are or may be required to be appointed, involved or concerned in the Issue and to remunerate them by way of commission, brokerage, fees or the like and also to reimburse them out of pocket expenses incurred by them and also to enter into and execute all such arrangements, agreements, memoranda, documents, etc. with such agencies or documents to be issued in connection with the Issue and affixing common seal of the Company on such documents. The board is also authorized to pay the fees, as may be required under applicable law, to any regulatory authority/agencies to seek the listing of such Securities.”

“RESOLVED FURTHER that for the purpose of giving effect to the above, the Board be and is hereby authorised on behalf of the Company to take all actions and to do such acts, deeds and matters as it may, in its absolute discretion, deem necessary, desirable or expedient for the Issue, including the finalization and approval of the draft as well as final offer document(s) including draft placement document, preliminary placement document and placement document and filing the same with any authority or persons as may be required; determining the form and manner of the Issue, finalization of the dates and timing of the Issue, identification and class of the investors to whom the Securities are to be offered, determining the Issue price, face value, premium amount on Issue/conversion of the Securities, if any, rate of interest and all other terms and conditions of the Securities, offer and allotment of Securities, execution of various transaction documents, signing of declarations, creation of mortgage/ charge, utilization of the Issue proceeds, making applications with authorities or regulators for listing of Securities on Stock Exchanges or otherwise in connection with the issue, operating a separate special bank account with a scheduled bank to receive monies in respect of the issue of Securities and opening such other bank / demat accounts as may be required in connection with the Issue, taking note of review reports of auditors and other independent agencies as may be required in connection with the

Trident Limited Annual Report 2017-18

Issue and to take such steps and to do all such acts, deeds, matters and things as they may deem fit and proper for the purposes of the Issue and resolve and settle all questions or difficulties that may arise in regard to such Issue without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

“RESOLVED FURTHER that the Board be and is hereby authorised to delegate all or any of the powers conferred on it by or under this Resolution to any committee of the Board or to any Director of the Company, any other officer(s) or employee(s) of the Company or any professional as it may consider appropriate in order to take such steps and to do all such acts, deeds, matters and things as they may deem fit and proper for the purposes of the Issue and settle any questions or difficulties that may arise in this regard to the Issue.”

  1. To approve raising of funds by way of Non-Convertible Debentures (NCD)

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

“RESOLVED that pursuant to Sections 23, 42 read with Section 71 of the Companies Act, 2013 (the “Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and all other applicable provisions of the Act and the rules framed thereunder, as may be applicable, (including any statutory modifications or re-enactments thereof for the time being in force) and in accordance with the provisions of SEBI (Issue & Listing of Debt Securities) Regulations, 2008, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Foreign Exchange Management Act, 1999 or any other law, rules, guidelines, regulations for the time being in force and any other circulars, notifications and / or clarifications issued by any relevant authority (including any statutory modifications or re-enactments thereof for the time being in force) and in terms of the Memorandum and Articles of Association of the Company, approval of the members of the Company be and is hereby accorded to the Board of Directors of the Company and/ or Committee constituted by the Board (hereinafter referred to as the “Board”) for making offer(s) and invitations, and issue and allotment of Rupee denominated secured/unsecured, listed/ unlisted redeemable Non-Convertible Debentures (hereinafter referred to as “NCDs”) for cash on a private placement basis, and/or through public offer, in domestic and/or international markets, in one or more series/tranches for a face value of H 10 Lacs per NCD or any other face value as decided by the Board aggregating upto H 6000,000,000/- (Indian Rupees Six Thousand Millions Only), issuable/redeemable, at discount/par/premium, during the period of 1 (one) year from the date of passing of this resolution, on such terms and conditions as the Board may, from time to time, determine and consider proper and most beneficial to the Company including as to when the said NCDs be issued, the face value, the consideration for the issue, mode of payment, coupon rate, redemption period, utilization of the issue proceeds and all matters connected therewith or incidental thereto to such eligible person or persons, including one or more Companies, Bodies Corporate(s), Statutory Corporations, Commercial Banks, Lending Agencies, Financial Institutions, Insurance Companies, Mutual Funds, Pension/Provident Funds, Individuals, Trusts and Limited Liability Partnerships, FIIs, Portfolio Management Schemes, Foreign Portfolio Investors, as the case may be or such

other person/persons as the Board/Committee constituted by the Board may decide so; provided that the said borrowing shall be within the overall borrowing limits of the Company.”

“RESOLVED FURTHER that the Board be and is hereby authorised to delegate all or any of the powers conferred on it by or under this Resolution to any committee of the Board or to any Director of the Company, any other officer(s) or employee(s) of the Company or any professional as it may consider appropriate in order to take such steps and to do all such acts, deeds, matters and things as they may deem fit and proper for the purposes of the Issue and settle any questions or difficulties that may arise in this regard to the Issue.”

  1. To ratify the remuneration of Cost Auditors of the Company

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

“RESOLVED that pursuant to Section 148 of Companies Act, 2013 and Rules thereunder (including any statutory modification or re-enactment thereof for the time being in force) and all other applicable provisions, the Cost Auditors- M/s Ramanath Iyer & Co., as appointed by the Board of Directors of the Company, to conduct the audit of the Cost Records of the Company for the financial year ending on March 31, 2019, be paid the remuneration of H 330,000/- (Rupees Three Lakh Thirty Thousand only) plus applicable taxes alongwith reimbursement of out of pocket expenses.”

“RESOLVED FURTHER that the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, matters, things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

  1. To approve annual remuneration payable to a single nonexecutive director in excess of the limit of 50% of the total annual remuneration payable to all non-executive directors

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

“RESOLVED that pursuant to the provisions of Section 188, 197 and other applicable provisions of the Companies Act, 2013 and Rules thereunder (including any statutory modification or re-enactment thereof for the time being in force) read with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and other applicable laws, rules and regulations for the time being in force, if any, prescribed by any relevant authorities from time to time, to the extent applicable and subject to such other approvals, permissions and sanctions, as may be necessary, approval of the members of the Company be and is hereby accorded for payment of remuneration to Mr Rajinder Gupta, Non-executive director by way of commission @ 3% of net profit of the Company payable monthly/ quarterly/ annually as computed under Section 198 of the Companies Act, 2013, or any other percentage of net profits as may be permissible under the provisions of Companies Act, 2013 and other applicable statutory enactments at the time of payment, in excess of the limit of 50% of the total annual remuneration payable to all non-executive directors, over and above the usual sitting fees for attending meetings of Board/ Committees of the Company.”

“RESOLVED FURTHER that the Board be and is hereby authorized to do all such acts, deeds, matters and things as

Notice

may be deemed necessary, proper or desirable for the purpose of giving effect to this Resolution.”

  1. To approve alteration in Articles of Association of the Company To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

  2. “RESOLVED that pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification or re-enactment thereof, for the time being in force), the approval of the members of the Company be and is hereby accorded for the alteration in the Articles of Association of the Company in the following manner:

  3. I. Existing Article 45 shall be substituted with following Article 45:

    1. In case of shares held in physical form, the provision for transfer of shares shall be governed by the rules/ regulations/ notifications and circulars as prescribed by Securities and Exchange Board of India /Ministry of Corporate Affairs or any other Statutory authorities from time to time.
  4. II. Existing Article 110 shall be substituted with following Article 110:

    1. Subject to the provisions of the Act and unless otherwise determined by the Company, in its General Meeting, the number of Directors shall not be less than three and shall not be more than six.
  5. III. Existing Article 118 shall be substituted with following Article 118:

    1. In addition to the remuneration payable to Directors (Executive or Non Executive) in pursuance of the Act, the directors may be paid all travelling, hotel and other expenses properly incurred by them —

      • (a) in attending and returning from meetings of the Board of Directors or any committee thereof or general meetings of the company; or

      • (b) in connection with the business of the company.

However, the Company may charge/recover such amount of expenses from Directors in the event of Director using the facilities for their personal use; as may be deemed fit.

  • IV. In Clause i. and ii. of Article 142 of the Articles of Association, for the words “Article 197A, 198 and 199”, the words “Article 140 and 141” shall be substituted.

  • V. In Clause ii. of Article 142 of the Articles of Association, for the words “Article 197B”, the words “Article 141” shall be substituted.

  • VI. Existing Article 158 shall be substituted with following Article 158:

  • The Company shall keep and maintain at its registered office all statutory registers which, interalia, includes register of charges, register

of members, register of debenture holders, (if any), register of any other security holders (if any), the register and index of beneficial owners and annual return, register of loans, guarantees, security and acquisitions, register of investments not held in its own name and register of contracts and arrangements for such duration as the Board may, unless otherwise prescribed, decide, and in such manner and containing such particulars as prescribed by the Act.

The registers and copies of annual return shall be open for inspection during 11.00 a.m. to 1.00 p.m. on all working days, other than Saturdays, at the registered office of the Company by the persons entitled thereto on payment, where required, of such fees as may be fixed by the Board but not exceeding the limits prescribed by the Act.

Subject to the provisions of the Act and upon receipt of the request, the extract of such registers and returns may be obtained by such persons who are so permitted under the Act, who has inspected the registers and returns as above, on the payment of such fees may be prescribed by the Board not exceeding the limits as prescribed under the Act in this regard.

“RESOLVED FURTHER that the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, matters, things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

  1. To approve fee for servicing the documents using the mode specified/ requested by the concerned member

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

“RESOLVED that pursuant to Section 20 and other applicable provisions, if any, of the Companies Act, 2013, and the rules framed thereunder, approval of the members of the Company be and is hereby accorded to the Board of Directors to serve the documents to the member(s) using the mode specified/ requested by the concerned member(s) in writing accompanied by an advance amount being equivalent to the estimated expenses for delivery by such mode and to charge an amount of H 10/- (Rupees ten only) per page for the documents requested by the concerned member(s) and to put such reasonable condition(s) from time to time as it may deem fit in its absolute discretion in this regard.”

“RESOLVED FURTHER that the Board of Directors be and are hereby authorized to do all such acts, deeds, matters and things as deemed necessary and to settle any questions, difficulties or doubts that may arise in this regard in order to implement and to give effect to above resolution.”

By Order of the Board For Trident Limited

Ramandeep Kaur Company Secretary ICSI Membership No. FCS 9160

Place : Sanghera Dated : August 7, 2018

Trident Limited Annual Report 2017-18

NOTES:

  • i. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF/ HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

  • ii. Proxy form in order to be effective should be duly completed & deposited at the registered office of the company at least forty-eight hours before the scheduled commencement of the meeting. A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for other person or member. The blank proxy form is enclosed.

  • iii. The Statement pursuant to Section 102 of the Companies Act, 2013 ( the ‘Act’ ), in relation to Special Business is annexed hereto and forms part of this notice.

  • iv. Monday, May 28, 2018 was fixed as Book Closure for the purposes of Annual General Meeting ( ‘Meeting/AGM’ ) of the Company and determining the entitlement of the shareholders to the final dividend for financial year 2017-18. The Board has recommended, subject to the approval of shareholders, a final dividend of H 0.30 (3%) per fully paid up equity share of H 10/- each. Further, in addition to the final dividend, the Company has already paid two interim dividends of H 0.60 each (6% each) per equity share of H 10/- during the year ended March 31, 2018.

  • v. Members holding shares in electronic form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its Registrars cannot act on any request received directly from the members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the members. Members holding shares in physical form and desirous of either registering bank particulars or changing bank particulars already registered against their respective folios for payment of dividend are requested to write to the Company or its Registrar and Share Transfer Agent. Members holding shares in physical form are advised to register the nomination in respect of their shareholding in the Company. Nomination Form (SH-13) is put on the Company’s website at link www.tridentindia.com.

  • vi. Members are requested to notify immediately the change in their address, if any, to the Company or its Registrar and Share Transfer Agent and in case the shares are held in dematerialized form, this information should be passed on to their respective Depository Participants without any delay and should always quote their folio number or DP ID & Client ID, as the case may be, in all correspondences.

  • vii. M/s S.R. Batliboi & Co. LLP, Chartered Accountants, ICAI Firm Registration No: 301003E/E300005 were appointed as Statutory Auditors of the Company by shareholders in 27th AGM held on September 23, 2017 for a term of 5 (five) consecutive years from the conclusion of 27th AGM till conclusion of 32nd AGM, subject to annual ratification by the shareholders. Accordingly, ratification of such appointment is sought in item no. 5 of this notice. Since, Ministry of Corporate Affairs vide its notification dated May 7, 2018 has done away with the requirement to place

the ratification of appointment of Statutory Auditors by members at every AGM, no such resolution will be placed from 29th AGM and thereafter.

viii. Members are requested to:

  • a) note that the copies of Annual Reports will not be distributed at the AGM.

  • b) bring their copies of Annual Report, Notice and Attendance slip duly completed and signed at the AGM.

  • c) deliver duly completed and signed attendance slip at the entrance of the AGM venue.

  • ix. Documents referred to in the Notice and the statement are open for inspection at the Registered Office of the Company on all working days, except holidays, between 11:00 AM to 1:00 PM upto the date of the Meeting; and

  • x. Members desirous of getting any information on Accounts or other items of Notice are requested to forward their queries to the Company at least ten working days prior to the date of Meeting so as to enable the Management to keep the information ready.

  • xi. Corporate members intending to send their authorized representatives are requested to send a duly certified copy of the Board resolution authorizing their representatives to attend and vote on their behalf at the Meeting.

  • xii. With the applicability of the provisions of the Companies Act, 2013, the Ministry of Corporate Affairs has allowed Companies to send official documents to their shareholders electronically as part of its Green Initiatives in Corporate Governance.

Recognizing the spirit of the Companies Act, 2013, we are sending Notice convening the Meeting and Annual Report which interalia includes, Financial Statements, Directors’ Report, Auditors’ Report etc. at the e-mail address provided by you to the Company/ its Registrar and Share Transfer Agent or your Depository Participant(s), unless any member has requested the hard copy of the same. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office for inspection on all working days, except holidays, between 11:00 AM to 1:00 PM upto the date of the Meeting.

We request you to update your e-mail address with your depository participant/ Company’s Registrar and Share Transfer Agent to ensure that the Annual Report and other documents reach you on your preferred email id. The members, if they desire, may write to the Company or e-mail at [email protected] to obtain the physical copy of the Annual Report without any cost.

xiii. For members who have not registered their e-mail address, physical copies of the Abridged Annual Report shall be sent at their registered address through the permitted mode.

  • xiv. VOTING THROUGH ELECTRONIC MEANS

Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 and applicable rules, if any, as amended and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to its members facility to exercise their right to vote on resolutions proposed to be passed in the Meeting by electronic means and the businesses may be transacted through electronic voting services arranged by Central Depository Services (India) Limited (‘CDSL’). The members may cast their votes using an electronic voting system from a place other than the venue of the Meeting (‘remote e-voting’).

Notice

The Company will provide facility of venue e-voting/voting by poll to the members at the time of Annual General Meeting (‘AGM’). The members who have casted their vote by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote again.

The voting period begins on Tuesday, September 11, 2018 at 9:00 AM IST and ends on Thursday, September 13, 2018 at 5:00 PM IST. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. September 7, 2018 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

The right of voting shall be reckoned as per the shareholding on the cut-off date. Any person who receives this notice, who ceases to be a member on cut-off date may treat this notice for information purposes only. Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. September 7, 2018 may follow the same instructions as detailed below for e-Voting.

The procedure and instructions for the same are as follows:

  1. The shareholders should log on to the e-voting website: www.evotingindia.com.

  2. Click on Shareholders.

  3. Now Enter your User ID

  4. For CDSL : 16 digits beneficiary ID,

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

  6. Members holding shares in Physical Form should enter Folio Number registered with the Company.

  7. Next enter the Image Verification as displayed and Click on Login.

  8. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

  9. If you are a first time user follow the steps given below: For Members holding shares in Demat Form and Physical Form

  10. PAN : Enter your 10 digits alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

  11. Members who have not updated their PAN with the Company/Depository Participant are requested to use the first 2 letters of their name & the 8 digits of the sequence number in the PAN field. Sequence no. is printed on Proxy Form attached herewith.

  12. In case the sequence number is less than 8 digits, enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RK00000001 in the PAN field. The persons entitled to vote on cut off date, who have acquired shares after dispatch of notice may obtain details of sequence number from the Company/ RTA.

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

Dividend Bank Details : If both the details above are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction No. 5 above.

After entering these details appropriately, click on “SUBMIT” tab.

Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  1. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  2. Click on the EVSN for TRIDENT LIMITED on which you choose to vote.

  3. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the resolution and option NO implies that you dissent to the resolution.

  4. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire resolution details.

  5. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  6. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  7. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

  8. If Demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  9. Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android/windows or iOS based mobiles. Please follow the instructions as prompted by the mobile app while voting on your mobile.

  10. Note for Non – Individual Shareholders and Custodians

  11. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

  12. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  13. After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

Trident Limited Annual Report 2017-18

  • The list of accounts should be e-mailed to helpdesk. [email protected] and on approval of the accounts they would be able to cast their vote.

  • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • Mr Arun Goyal, Chartered Accountant in Practice, has been appointed as Scrutinizer to scrutinize the voting process in a fair and transparent manner. The scrutinizer shall prepare and submit his report to the Chairperson of the AGM or any other person authorized by him for the purpose. The results of the voting shall be announced within two days from the conclusion of the AGM at the Registered Office

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 6

To approve raising of finance

The Board of Directors of the Company (“Board”), pursuant to item no. 6 of the Notice, seeks a special resolution by the Company enabling the Board to raise capital through a creation, issue, offer and allotment of equity shares of face value H 10/- per share (“Equity Shares”), non-convertible/ convertible debt instruments along with warrants and/or convertible securities instruments other than warrants (all of which are hereinafter collectively referred to as the “Securities”), for cash, as may be deemed appropriate by the Board (which term shall be deemed to include any committee thereof which the Board may have constituted) at its absolute discretion including the discretion to determine the categories of Investors to whom the issue, offer, and allotment of Securities shall be made subject to receipt of applicable governmental/ regulatory approvals, market conditions and other factors and wherever necessary, in consultation with lead manager(s) and other agencies that may be appointed by the Board for the purpose of the issue of such Securities. The approval of shareholders is sought for the issue of the Securities and for issuing such Securities to persons other than the existing shareholders of the Company on such terms and conditions as may be deemed appropriate by the Board of Directors pursuant to Section 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended and any other law for the time being in force and being applicable and in terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This special resolution enables the Board to issue Securities for an aggregate amount not exceeding H 5000,000,000/- (Indian Rupees Five Thousand Millions Only) including premium or its equivalent in any foreign currency. The Board shall issue Securities pursuant to this special resolution and utilize the proceeds for business purposes, including but not limited to augmenting financial resources for organic/inorganic growth opportunities, meeting the capital requirements of the ongoing consolidation process, meeting and satisfaction of working capital requirements, repayment of existing borrowings, general corporate purposes and financing investment opportunities. The Equity Shares, if any, allotted on issue/conversion of Securities shall rank pari-passu with the existing Equity Shares of the Company.

The special resolution seeks to empower the Board to issue by way of one or more public and/or private offerings, and/or on preferential allotment basis including by way of Qualified Institutions Placement (“QIP”) in accordance with Chapter VIII of the Securities and Exchange Board of

of the Company at Trident Group, Sanghera-148101, India. The results of the voting along with the report of the Scrutinizer shall be communicated to the BSE Limited and the National Stock Exchange of India Limited, where the equity shares of the Company are listed and will also be displayed on the website of CDSL, the e-voting agency & on the Company’s website at www.tridentindia.com.

In case you have any queries/issues/grievances connected with e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or at investor@tridentindia. com and may write to Ms Ramandeep Kaur, Company Secretary and/or Mr Hari Krishan, Deputy Company Secretary at Corporate Office : E-212, Kitchlu Nagar, Ludhiana or at Toll Free No. 1800-180-2999.

India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI Regulations”) or any combination thereof, from time to time through issue of permissible/requisite offer document to any eligible person whether they be holders of equity shares of the Company or not (collectively called the “Investors”) as may be decided by the Board. The resolution proposed is an enabling resolution and the exact price, proportion and timing of the issue of the Securities will be decided by the Board for this purpose in accordance with the applicable provisions of the SEBI Regulations. Therefore, this resolution shall authorize Board to determine in its absolute discretion, the terms of issue in consultation with the lead manager(s) to the issue.

As per Chapter VIII of the SEBI Regulations, an issue of securities on QIP basis shall be made at a price not less than the average of the weekly high and low of the closing prices of the related shares quoted on the Stock Exchange during the two weeks preceding the ‘relevant date’. The Board may, at its absolute discretion, issue Securities at a discount of not more than 5% or such discount as may be permitted under applicable law to the floor price as determined in terms of the SEBI Regulations, subject to the provisions of Section 53 of the Companies Act, 2013.

In case of issue of convertible securities, the price will be determined on the basis of current market price and other relevant guidelines.

The ‘relevant date’ for this purpose, as provided under Chapter VIII of the SEBI Regulations, in case of allotment of Equity Shares, will be the date when the Board decides to open the issue, or, in case of convertible securities, either the date of the meeting in which the Board decides to open the issue of the convertible securities or the date on which the holders of such convertible securities become entitled to apply for the Equity Shares as may be determined by the Board.

This resolution shall be valid for a period of 12 months from the date of shareholders’ approval before which the Company is required to complete the allotments under the authority of said resolution.

The special resolution also enables the Board to issue Securities in tranches, at such times, at such prices and to such person(s) who are QIBs as defined under the SEBI ICDR Regulations including institutions, bodies corporate or otherwise, as the Board deems fit. The Company with this resolution intends to retain the right and flexibility as to the form of securities including but not limited to Equity Shares.

The detailed terms and conditions for the issue will be determined by the Board in consultation with the lead manager(s) and other advisors appointed in relation to the proposed issue and such other authorities as may be required, taking into consideration market conditions and in accordance with applicable law. The Equity Shares allotted or arising out of conversion of any Securities will be listed and traded on the stock

Notice

exchanges where Equity Shares of the Company are currently listed, being the BSE Limited and the National Stock Exchange of India Limited (collectively referred to as “Stock Exchanges”), subject to obtaining necessary approvals. The offer/ issue/ allotment/ conversion of Securities would be subject to obtaining regulatory approvals, if any by the Company. As and when the Board does take a decision on matters on which it has the discretion, necessary disclosures will be made to the Stock Exchanges as may be required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and any provisions of the listing agreements entered into with the Stock Exchanges.

All the documents referred in the Notice are available for inspection at the Registered Office of the Company.

Your Board recommends the passing of Special Resolution set out at Item No. 6 of the Notice for approval by the shareholders in the interest of the Company.

The Directors and/or Key Managerial Personnel of the Company and/ or their relatives are concerned or interested financially or otherwise in the resolution set out at Item No. 6 of the Notice to the extent of their shareholding.

Item No. 7

To approve raising of funds by way of Non-Convertible Debentures (NCD)

In terms of Section 42 read with Section 71 of the Companies Act, 2013 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a Company shall not make a Pubilc offer and/or private placement of its securities unless the proposed offer of securities or invitation to subscribe to the securities has been previously approved by the Members of the Company by a Special Resolution. In case of an offer or invitation to subscribe to non-convertible debentures on Pubilc offer and/ or private placement basis, the Company can obtain previous approval of its shareholders by means of a Special Resolution once a year for all the offers or invitations for such non-convertible debentures during the year.

The Board shall utilize the proceeds for business purposes, including but not limited to augmenting financial resources for organic/inorganic growth opportunities, meeting the capital requirements of the ongoing consolidation process, meeting and satisfaction of working capital requirements, repayment of existing borrowings, general corporate purposes and financing investment opportunities. The Company may offer or invite subscription to more secured/unsecured redeemable nonconvertible debentures, in one or more tranches on a private placement basis.

An enabling resolution as set out at Item No. 7 of the Notice is therefore being sought, to borrow funds by offer or invitation to subscribe to secured/ unsecured listed/unlisted redeemable non-convertible debentures for a face value of H 10 Lacs per NCD or any other face value as decided by the Board per NCD for an aggregate amount not exceeding H 6000,000,000/(Indian Rupees Six Thousand Millions Only). This resolution would be valid for a period of 12 months from the date of the passing of this resolution at the Annual General Meeting.

The price at which the securities will be issued will be determined by the Board of Directors of the Company in accordance with applicable law and in consultation with the appropriate advisors.

Your Board recommends the passing of Special Resolution set out at Item No. 7 of the Notice for approval by the shareholders in the interest of the Company.

The Directors and/or Key Managerial Personnel of the Company and/ or their relatives are concerned or interested financially or otherwise in the resolution set out at Item No. 7 of the Notice to the extent of their shareholding.

Item No. 8

To ratify the remuneration of Cost Auditors of the Company

The Board, on the recommendations of the Audit Committee, has approved the appointment and remuneration of M/s Ramanath Iyer & Company, as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2019 at remuneration as specified in the resolution plus applicable taxes and reimbursement of out-of-pocket expenses.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.

Your Board recommends the passing of Ordinary Resolution set out at Item No. 8 of the Notice.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives is concerned or interested financially or otherwise in the resolution set out at Item No. 8 of the Notice.

Item No. 9

To approve annual remuneration payable to a single non-executive director in excess of the limit of 50% of the total annual remuneration payable to all non-executive directors

As per Regulation 17(6)(ca) of SEBI (Listing Obligations and Disclosure Requirements) 2015 [as amended by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018] approval of shareholders is required annually, in case remuneration payable to a single non-executive director exceeds the limit of 50% of that payable to all non-executive director annually.

The members of the Company, in the Annual General Meeting held on September 12, 2015, approved the payment of remuneration by way of commission @ 3% of net profits of the Company to Mr Rajinder Gupta, Non-executive Co-Chairman of the Board, in addition to sitting fees being paid to him for attending meetings of the Board/ Committees for a period of five years commencing from April 1, 2015. This amount shall exceed the limit of 50% of of the total annual remuneration payable to all nonexecutive directors.

In light of above regulatory update, the said payment of Commission requires approval of Shareholders by way of Special Resolution.

Your Board recommends the passing of Special Resolution set out at Item No. 9 of the Notice.

Mr Rajinder Gupta, Non-executive Co-Chairman of the Board, is deemed interested in the resolution set out at Item No. 9 of the Notice. The relatives of Mr Rajinder Gupta may be deemed to be interested in the said item to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 9.

Item No. 10

To approve alteration in Articles of Association of the Company

Securities and Exchange Board of India (SEBI) has notified certain amendments which have impact on Trident Limited. These amendments are notified beforehand to provide transition time for Companies to comply with the same before they come into force. Following are major amendments having impact on Trident Limited:

  1. SEBI has notified SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 on May 9, 2018 amending interalia Regulation 17(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which has mandated top 1000 listed entities by market capitalisation to have minimum 6 directors on Board by w.e.f. April 1, 2019.;

Trident Limited Annual Report 2017-18

company in its Annual General Meeting. Accordingly, it is proposed to fix the amount of fees to be paid by the shareholders in case of their specific request.

  1. SEBI vide its circular No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 has mandated that w.e.f. December 5, 2018 except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.

In accordance with the provisions of Section 20 of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014, and other applicable provisions, the said alteration requires approval of Shareholders by way of Ordinary Resolution.

Further, there are certain enabling provisions and alignment of clauses is required to be incorporated in the Articles of Association. In light of same, approval of Shareholders is sought by way of Special Resolution.

Your Board recommends the passing of Ordinary Resolution set out at Item No. 11 of the Notice.

Your Board recommends the passing of Special Resolution set out at Item No. 10 of the Notice.

The Directors and/or Key Managerial Personnel of the Company and/ or their relatives may be deemed to be interested in the said item to the extent of their shareholding interest, if any, in the Company. Save and except the above none of the Directors and/or Key Managerial Personnel of the Company and/or their relatives are concerned or interested financially or otherwise in the resolution set out at Item No. 11 of the Notice.

A copy of draft amended Articles of Association is available on the website of the Company at www.tridentindia.com. All the documents referred in the Notice are available for inspection at the Registered Office of the Company.

The Directors and/or Key Managerial Personnel of the Company and/ or their relatives may be deemed to be interested in the said item to the extent of their shareholding interest, if any, in the Company. Save and except the above none of the Directors and/or Key Managerial Personnel of the Company and/or their relatives are concerned or interested financially or otherwise in the resolution set out at Item No. 10 of the Notice.

The Directors and/or Key Managerial Personnel of the Company and/
or their relatives may be deemed to be interested in the said item to the
extent of their shareholding interest, if any, in the Company. Save and except
the above none of the Directors and/or Key Managerial Personnel of the
C d/ hi li d id fiill
financially or otherwise in the
Notice.
resolution set out at Item No. 11 of the
ompany anor ter reatves are concerne or ntereste nancay or
otherwise in the resolution set out at Item No. 10 of the Notice.
By Order of the Board
For Trident Limited
Item No. 11
To approve fee for servicing the documents using the mode specified/
requested by the concerned member Ramandeep Kaur
A member may request for delivery of any document through a particular Place : Sanghera Company Secretary
mode, for which he shall pay such fees as may be determined by the Dated : August 7, 2018 ICSI Membership No. FCS 9160

Additional Information of Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting pursuant to Regulation 26(4) & 36(3) of SEBI LODR Regulations, Companies Act, 2013 and Secretarial Standards (“SS-2), issued by the Institute of Company Secretaries of India on General Meetings, as on the date of Notice.

Particulars
DIN
Age
Date of frst appointment on the Board
Qualifcation
Shareholding in the Company
Relation with other Directors/KMP
Terms and Conditions of appointment and
remuneration proposed
Experience (including expertise in specific functional
area)/Brief Resume
Remuneration sought to be paid/ last drawn
Number of Meetings of Board attended during the year
Directorship held in other companies
Membership/ Chairmanship of Committees in other
companies
Mr Rajinder Gupta
00009037
59 years
April 18, 1990
Advanced Management Programme
from Harvard Business School, USA
Nil
None
On existing terms as approved by
shareholders in 25th Annual General
Meeting held on September 12, 2015.
As detailed in Annual Report
Mr Deepak Nanda
00403335
58 years
November 12, 2011
M.Sc. (Honours)
Nil
None
On existing terms as approved by
shareholders in 26th Annual General
Meeting held on September 9, 2016.

Mr Rajinder Gupta and Mr Deepak Nanda are interested in the Ordinary Business set out at Item Nos. 3 and 4, respectively, of the Notice with regard to their re-appointment. The relatives of Mr Rajinder Gupta and Mr Deepak Nanda may be deemed to be interested in the said Business to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the Business set out under Item Nos. 3 and 4, respectively.

Notice

We would like to draw your kind attention to the following urgent matters, which require your immediate action :-

DEMATERIALISATION OF SHARES

SEBI vide its circular No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 has mandated that w.e.f. December 5, 2018 except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. In light of same shareholders are requested to kindly convert their physical shares in Demat form to avoid hassle in transfer of shares.

UPDATION OF PAN, BANK DETAILS

As per SEBI vide its circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April 20, 2018 the Company is required to maintain the PAN & Bank Details of the shareholders in its record. This shall enable us to credit your dividend directly in your bank account.

Therefore, you are requested to submit the following documents immediately upon receipt of this letter to enable us update the records:

  1. Enclosed format duly filled in and signed by all the security holders

  2. Self-attested copy of Pan Card of all the security holders

  3. Cancelled Cheque with name (if name is not printed, bank attested copy of the first page of pass book showing name of account holder) of the first holder

  4. Address proof (self-attested copy of Aadhaar-card / Electricity bill / Telephone bill / Passport) of the first holder

  5. Any change in the name of holders

TRANSFER OF SHARES TO IEPF AUTHORITY, MINISTRY OF CORPORATE AFFAIRS

Section 124(6) of the Companies Act, 2013 requires Company to transfer in the name of IEPF Authority both the unclaimed dividend and shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or more. In accordance with the aforesaid provision of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company shall initiate necessary action for transfer of all shares in respect of which dividend declared for the financial year 2010-11 has not been paid or claimed by the members for 7 (seven) consecutive years or more. Members are advised to check the details of unpaid and unclaimed dividend amounts lying with the Company, Company at www.tridentindia.com as well as MCA at http://iepf.gov.in/IEPFA/refund.html, in order to claim their dividend & prevent transfer of shares in the name of IEPF Authority.

In case the dividends are not claimed by November 5, 2018, the Company shall be transferring the shares held by you to IEPF without further notice. Please note that no claims shall lie against the Company in respect of the Shares transferred to IEPF.

In the event of transfer of shares held by you & the unclaimed dividend to IEPF, you are entitled to claim the same from IEPF by submitting an online application in the prescribed form available on the website www.iepf.gov.in alongwith sending the physically copy of same duly signed to the Company alongwith the requisite documents.

CONSOLIDATION OF MULTIPLE FOLIOS

Members holding more than one share in the same name or joint names in the same order but under different ledger folios are requested to apply for consolidation of such folios into a single folio and accordingly send the relevant share certificates to the Registrars and Share Transfer Agent (RTA) of the Company, to enable them to consolidate all such multiple folios into one single folio.

EMAIL ID AND CONTACT DETAILS

We would also request you to provide your e-mail id and other contact details for speedy communication to you. Further, you are also requested to give your consent to receive all communications in electronic mode. This choice shall act as your contribution to environment sustainability and saving the planet.

Trident Limited Annual Report 2017-18

Route map to the venue of AGM

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I T Chowk
Handiaya
From Bhatinda T Point
Trident Limited
Trident Group
Sanghera - 148101, India
From Court Chowk
Sacred
Heart
School
Railway line over Bridge
Trident Limited
From Ludhiana
From Ludhiana
From Barnala
From Barnala
From Sangrur
From Dhaula
From Barnala
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TRIDENT LIMITED

Registered Office: Trident Group, Sanghera - 148101, India

CIN : L99999PB1990PLC010307 | Toll Free No. : 1800-180-2999 | Fax : +91 161 5039900 | Website : www.tridentindia.com | e-mail: [email protected]

PROXY FORM

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

Name of the member (s) Name of the member (s)
Registered address
:
Folio No/DP ID/Client Id
:
I/We, being the member (s) of _____________ shares of the above named Company, hereby appoint :
1. Name : _____ Address : __________
E-mail Id : .__________ Signature : _________, or failing him
2. Name : _____ Address : _______________
E-mail Id : .__________ Signature : _________, or failing him
3. Name : _____ Address : __________
E-mail Id : ._________ Signature : _________

As my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 28th Annual General Meeting of the Company, to be held on Friday, the 14th day of September, 2018 at 11:00 AM at the Registered Office of the Company at Trident Group, Sanghera-148101 , India and any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No. Resolutions # For # Against
1(a) To receive, consider and adopt the Audited Financial Statements of the Company for the fnancial year ended on March 31, 2018 along with Reports of the
Auditors and Directors thereon.
1(b) To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the fnancial year ended on March 31, 2018 along with
Report of the Auditors thereon.
2(a) To declare a dividend of INR 0.30per Equity Share of INR 10/- each for the fnancialyear 2017-18.
2(b) To ratifyand confrm the Interim dividends of INR 1.20per Equity Share already paid duringthe fnancialyear 2017-18.
3. To appoint a director inplace of Mr RajinderGupta(DIN :00009037),who retires and beingeligible,offers himself for re-appointment.
4. To appoint a director inplace of Mr Deepak Nanda(DIN :00403335),who retires and beingeligible,offers himself for re-appointment.
5. To ratifythe appointment ofStatutoryAuditors of theCompany
6. To approveraising of fnance
7. To approveraising of funds byway of Non-ConvertibleDebentures (NCD)
8. ToratifytheremunerationofCost Auditors of the Company
9. To approve annual remuneration payable to a single non-executive director in excess of limit of 50% of the total annual remuneration payable to all non-
executive director
10. To approve alteration in Articles of Associationof the Company
11. To approvefeeforservicingthe documents usingthemode specifed /requested bythe concernedmember
Signature of shareholders____
Signed this
__ day of ____ 2018

Signature of first proxy holder

Signature of second proxy holder

Signature of third proxy holder

Notes:

  1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the scheduled commencement of the meeting.

  2. In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

  3. Please put a ‘ ü ’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

ELECTRONIC VOTING PARTICULARS

ELECTRONIC VOTING PARTICULARS
EVSN (AGM) [Electronic Voting Sequence Number] Sequence Number
180730016

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TRIDENT LIMITED

Registered Office: Trident Group, Sanghera - 148101, India CIN : L99999PB1990PLC010307 | Toll Free No. : 1800-180-2999 | Fax : +91 161 5039900 | Website : www.tridentindia.com | e-mail: [email protected]

ATTENDANCE SLIP

Member’s Folio No. : Client ID No. : DP ID No. : Name of the Member : Name of Proxy holder : No. of shares held :

I hereby record my presence at the 28th Annual General Meeting of the Company, to be held on Friday, the 14th day of September, 2018 at 11:00 AM at the Registered office of the Company at Trident Group, Sanghera 148101, India.

Notes :

  1. Members/Proxy holders are requested to produce the attendance slip duly signed for admission to the meeting hall.

  2. Members are requested to bring their copy of Annual Report.

Signature of Member/Proxy

NO GIFTS WILL BE DISTRIBUTED TO THE MEMBERS AT THE MEETING.

To

ALANKIT ASSIGNMENTS LIMITED

Unit : Trident Limited

Alankit Heights, 1E/13, Jhandewalan Extension New Delhi - 110055

Updation of Shareholders Information as mandated by SEBI

I/We request you to record the following information against my/our Folio No:

General Information: Folio No.: First Holder Name : Second Holder Name : Third Holder Name : PAN : Enclose self attested copy all holders/ joint holders E-mail id: Mobile No. : Bank details of First Holder Bank Name : Bank Branch Address: Account Number (as appearing in cheque): # Bank A/c Type (Savings/Current/NRE/NRO): IFSC (11 digit) : MICR (9 digit) (as appearing in cheque) :

#A blank cancelled cheque with name of the frst holder is enclosed to enable verification of bank details.

Checklist for Shareholder:

Checklist for Shareholder:
Particulars Mark√ if enclosed
FSelf-attested copy of PAN Card all holders / joint holders
FCancelled Cheque with name of the frst holder
(if name is not printed, bank attested copy of the frst page of pass book showing name of account holder)
FAddress proof of the frst holder
(self-attested copy of Aadhar-card / Electricity bill / Telephone bill / Passport)

(Note: all enclosures are mandatory)

I/We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete or incorrect information, I/We would not hold the Company/RTA responsible. I/We undertake to inform any subsequent changes in the above particulars as and when the changes take place. I/We understand that the above details shall be maintained till I/We hold the securities under the above mentioned Folio No. Further, as Green Initiative, I / We hereby agree to receive all future correspondence / documents of the Company in electronic mode at the E-mail Id mentioned above.

Signatures :

X
First Holder
X
Second Holder
X
Third Holder

Date : Place :