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Trident Ltd Regulatory Filings 2020

Oct 3, 2020

59305_rns_2020-10-03_83618a1d-e156-4e6b-9f0f-d1a6d2ec9e57.pdf

Regulatory Filings

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TRIDENT/CS/2020 October 3, 2020

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: Registered Trust Deed of Trident Limited Employees Welfare Trust

Pursuant to Regulation 3(3) of the SEBI (Share Based Employee Benefits) Regulations, 2014, we are enclosing herewith the copy of registered Trust Deed of 'Trident Limited Employees Welfare Trust'.

This is for your information and records please.

Thanking you, Yours sincerely, For Trident Limited

RAMANDEE P KAUR Digitally signed by RAMANDEEP KAUR Date: 2020.10.03 13:11:45 +05'30'

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

Encl: As above

03/10/2020 TL/2020/001352

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THIS STAMP PAPER FORMS AN INTEGRAL PART OF TRUST DEED OF I 'TRIDENT LIMITED EMPLOYEES WELFARE TRUST' EXECUTED ON THIS 15rn DAY OF JUNE, 2020 BETwEEN TRIDENT LIMITED ('SETTLOR') MS. MINAKSHI ARORA AND MR. ANUBHA V NA YY AR ('TRUSTEES' OF THE .. TRIDENT LIMITED EMPLOYEES WELFARE TRUST) ij

.'' I' - -. I 11 Ii I .._,I .. .1. :- Rs.0/- Sh./Smt. TRIDENT LIMITED s/o/d/o/w/o has presented the document for registration in this office today dated:- 01-0ct-2020 Day :- Thursday Time :-12:32:44 pm Signature of Seller/Presenter Signature of Sub Reg· trar/Joint Sub Registrar TRIDENT LIMITED(Colonizer/Company ) The contents of the document were read out to Sh/Smt TRIDENT LIMITED s/o/d/o/w/o ,who having heard, admitted the same to be correct. An amount of Rs .• on account of Trust has been received in front of me and the balance amount has already been received through Cash/Cheque/Demand Draft/RTGS. Both the parties have been identified by 1. JOGINDER SINGH (ldentifier)2. CHARANJIT SINGH . (Witness). I know the first witness, who knows the 2nd witness and/or the executant has put in his/her self idenJifltation by below mentioned documents. . ,,,:->''JX,.., · •• - ' • • . - Party Name Document Type Document Number TRIDENT LIMITED Hence the document be registered Date:- 01-0ct-2020 Signature of Sub Registra /Joint Sub Registrar Witness 2.----------- (First Party) *(O'\ td* h (Second Party) TRIDENT LIMITED (Colonizer/Company ) Above signature & thumb Impression are affixed in my presence. Date:- 01-0ct-2020 Signature of Sub Registrar/ Joint Sub Registrar Document No:- 2020-21/86/4/83 Book No:- 4 Volume No:- Page No:- The Registered document has been pasted f ( Gurmukh Singh ) Signature of Registrar/ Joint Sub Registrar , -,!, ' .

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THIS STAMP FORMS AN INTEGRAL PART OF TRUST DEED OF

PAND MS. MINAKSHI ARORA AND MR. ANUBHA V NAYY OF THE

j1RIDENT LIMITED EMPLOYEES WELFARE TRUST) , - '*;';"·

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LIMITED EMPLOYEES WELFARE TRUST' EXECUTED ON THIS

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DA y OF JUNE, 2020 BETWEEN TRIDENT LIMITEJ?,,.:r:r(!'sETILOR')

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M 737184

STAMP PAPER FORMS AN INTEGRAL PART OF TRUST DEED OF ;; 'TRIDENT LIMITED EMPLOYEES WELFARE TRUST' EXECUTED ON THIS 15rn DAY OF JUNE, 2020 BETWEEN TRIDENT LIMITED ('SETTLOR') ei .. AND MS. MINAKSHI ARORA AND MR. ANUBHAV NAYYAR OF THE LIMITED EMPLOYEES WELFARE TRUST) ..

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M 737185

G THIS STAMP PAPER FORMS AN INTEGRAL PART OF TRUST DEED OF '·· 'TRIDENT LIMITED EMPLOYEES WELFARE TRUST' EXECUTED ON THIS 15rn DAY OF JUNE, 2020 BETWEEN TRIDENT AND MS. MINAKSHI ARORA AND MR. ANUBHAV NAYYAR c·r . " ::::$ ' -:Qp THE M TRIDENT LIMITED EMPLOYEES WELFARE TRUST) ·

TRUST DEED OF TRIDENT LIMITED EMPLOYEES WELFARE TRUST

THIS DEED OF TRUST executed this 15111 day of June, 2020

between

--

Trident Limited, a Company incorporated under the provisions of Companies Act, 1956 vide CIN L99999PB1990PLC010307, having registered office at Trident Group, Sanghera - 148101, India, here-in-after referred to as the "Settlor" (which expression shall unless excluded by or repugnant to the subject or context deemed to mean and include his heirs, executors and assigns) of the FIRST PART;

AND

  1. Ms. Minakshi Arora D/o Mr. Suresh Arora, Rio H. No. 24-FF, Rishi Enclave, Rishi Nagar, Ludhiana - 141001;

AND

  1. Mr. Anubhav Nayyar, S/o Mr. Varinder Kumar Nayyar, Rio H.No.51, Enclave, Near Raj Guru N agar, Ludhiana-141021 ; -' 'f .

<1 ;: here - in - after referred to as the "Trustees" (which expression shall,.;, .. : or repugnant to the subject or context deemed to mean and t successor or successors in office) of the SECOND PART; '; '·:)..

A) The party hereto of the FIRST PART is possessmg a sum of Rs. 1,000/.:> (Rupees t : "' One Thousand Only) as its property and is desirous of creating a Welfare with .· the primary object of the Trust being to give benefits to the Beneficiaries in form of Equity based incentive scheme, including but not limited to ESOSs, ESPS, Sweat Equity Shares, Stock Appreciation rights, General Employee Benefit Schemes or in such other form or manner as may be permitted under any law for the time being in force, and for this purpose.

'Ji'ust Deed oJTridenl l.imited Employees Welfare Trust

  • B) The party hereto of the FIRST PART has constituted a committee, known as Nomination and Remuneration Committee and designated it as Compensation Committee, which shall inter-alia decide the eligibility criteria of an Employee to receive the benefits and the quantum of benefits to the Beneficiaries in the form of Equity based incentive scheme, including but not limited to ESOSs, ESPS, Sweat Equity Shares, Stock Appreciation rights, General Employee Benefit Schemes etc., and the terms and conditions under which the grant, vesting and exercise of the benefits shall be made.
  • C) Each of the party hereto of the SECOND PART has individually and jointly agreed to act as Trustees of the Trust proposed by the party of the FIRST PART. And whereas the Trustees at the request of the Settlor has agreed to act as First Trustees of the Trust and hold the said sum of Rs. 1,000/- (Rupees One Thousand Only) and will hold the same together with accretion thereto from time to time and the investment for time being representing the same upon Trust for carrying out the objects of said Trust.

In view of the aforesaid, Settlor wishes to execute a requisite deed of Trust, setting forth the terms and conditions and provisions for the proper, permanent and efficient administration of the Trust.

NOW THIS TRUST DEED WITNESSES AS FOLLOWS:

DEFINITIONS

'•

  • 1. In this Trust Deed, unless the context otherwise requires,
    • a. "Auditor" means an independent firm of chartered accountant(s) appointed by the Trustee from time to time to be the auditors of the Trust.
    • b. "Authorised Representative" means Mr Deepak Director, "'"'<;" . Ms Ramandeep Kaur, Company Secretary Deputy Company of the Company by the of Directors of the act and mclude the persons for the time bemg and ·· by the Board of Directors of Settlor under these •'cW as dfi ._,,•-h·.• "'!' .. , , •. ,, "· 1 may be deeme it. .·.,·· 1{:". · . • :::ar).i::>t:· .. X' .

Trust Deed ofTrident Limited Employees We/fore Trust Page2

  • c. "Beneficiaries" means an eligible Employee I Director of the Settlor I its Subsidiary Company(ies), admitted to the Employee Benefit Scheme under the Trust as permitted under Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and includes where the context so reqmres, heirs, executors and administrators of a deceased Employee/ Director
  • d. "Compensation Committee" means the Nomination and Remuneration Committee constituted by the Settlor, inter-alia for administering and implementing the Trident Limited Employee Stock Option Scheme - 2020 and Trident Limited Employee Stock Purchase Scheme - 2020 including to decide the eligibility criteria of an Employee( as defined in respective scheme) to receive the benefits, the quantum of benefits to Employee (as defined in respective scheme) and the terms and conditions under which the grant, vesting and exercise of the benefits shall be made.
  • e. "Employee Benefit Scheme" means any benefit, by whatever name called, offered by the Settlor to Beneficiaries in the form of Equity based incentive scheme, including but not limited to ESOSs, ESPS, Sweat Equity Shares, Stock Appreciation rights, General Employee Benefit Schemes etc.
  • f. "Exercise" means making of an application by a Beneficiary to the Trust to purchase or subscribe to the shares underlying the Options/ Offer/ Benefits/ Units vested in him, in pursuance of the Employee Stock Option Scheme or Employee Stock Purchase Scheme or any other scheme, by whatever name called, in accordance with the procedure laid down by the Compensation Committee for such exercise.
  • g. "Initial Corpus" means the initial capital of the Trust, being a sum of Rs. 1,000/- handed over to the Trustees by the Authorised Representative of the Settlor.
  • h. "Settlor" means the party of the FIRST PART and unless excluded by or repugnant to the subject or context deemed to mean and include his heirs, executors and assigns.
  • i.

' ' Trust Deed of Trident Limited Employees Welfare Tnist Page3

'·

  • j. "SEBI (SBEB) Regulations" means the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and shall include any alteration(s), amendment(s), addition(s), deletion(s), modification(s), or variation(s) thereof.
  • k. "Trust" means a Trust formed under this Deed.
  • I. "Trust Fund" means as explained under Article 3 of this Trust Deed.
  • m. "Trustees" means the · party/ies of the SECOND PART and include the Trustees for the time being and from time to time nominated/appointed under these presents and their successors in their respective offices.

SETTLEMENT

    1. For effectuating the said desire and in consideration of these premises, the Settlor do hereby declare that it has, pursuant to the resolution passed at Meeting of its Board of Directors held on May 16, 2020 authorized severally Mr Deepak Nanda, Managing Director, Ms Ramandeep Kaur, Company Secretary and Mr Hari Krishan, Deputy Company Secretary of the Company (hereinafter referred as 'Authorised Representative') to constitute a Trust. In accordance with aforesaid authority of the Board of Directors, Authorised Representative of Settlor has constituted the Trust and prior to the execution of these presents, the Settlor through its Authorised representative handed over to the Trustees the sum of Rs. 1000/- (Rupees One Thousand Only) (the 'Initial Corpus') to the Trustees for being held upon the Trust for the objects hereinafter appearing which the Trustees have accepted and have testified by execution of this Trust Deed. The Settlor hereby transfers and assigns all rights, title and interest in such sum in favour of the Trustees and to have and to hold the said sum upon the Trust for all or any of the objects hereinafter mentioned.
    1. The Trustees are and shall stand possessed of the Initial Corpus with all accretion and income including capital gains arising there from or related thereto, together with any other property (movable or immovable), securities and investments of any kind into which the same or any part thereof may be converted, invested or varied from time to time and those which may be acquired by the Trustees or come to their hands by virtue of these presents or by operation of law or otherwise howsoever in relation to these presents, including all loans, donations, gifts and legacies either in cash or other properties movable or immovable or otherwise, howsoever which may be received by the Trustees from time to ,,time for the purpose of these presents which are hereinafter collectively referre9/fo. as) .he "Trust Fund" upon the Trust and to the powers, i. ~ and agreement hereinafter contamed and declared of or conc.e · · .-,,,. ·:""'•'. .. .. .. .

Page4

    1. The Trustees shall hold the Trust Fund and any further sums which may be paid under any future deed or covenant or otherwise upon the Trust, at their discretion, to pay or apply the same to or for the benefit of all the Beneficiaries or any one or more of them to the exclusion of the other or others in such share and in such manner and in all respects as the Trustees in their absolute discretion, postpone the application of the whole or any part of the same including income received at any particular time and apply the same at a later time.
    1. The Trust shall be and remain irrevocable for all the time and the Settlor do hereby declare that it has released, relinquished, disclaim and determine all the rights or powers, if any, on the Trust Fund or any investment thereof, to the intent that the Trust Fund by provisions, covenants, conditions, agreements and declarations contained in these presents stands to the entire exclusion of Settlor and of any benefit to him by contract or otherwise.

NAME OF THE TRUST

  1. The Trust shall be named as Trident Limited Employees Welfare Trust.

PRINCIPAL/ REGISTERED OFFICE OF THE TRUST

  1. The Principal/Registered Office of the Trust will be located at Trident Group, Sanghera-148101, India or at such other place in India as the Trustees may decide from time to time.

OBJECTS OF THE TRUST

    1. The objects for which this Trust is created includes:
      1. To subscribe to, acquire and hold Shares issued and allotted by the Settlor or from market by. way of secondary acquisition for the purpose of implementing various Employee Benefit Scheme(s) of the Settlor by whatever name called including Trident Limited Employee Stock Option Scheme - . 2020 and Trident Limited Employee Stock Purchase Scheme - 2020, and upon such terms and conditions as the Settlor may from time to time specify.
      1. To raise funds through loans or any other form of financial assistance with or without interest, as may be permissible under app}icable laws, from the Settlor or or any third party for the Shares for the purpose of Employee Benefit called.

  • iii. To take and receive any gift or money, goods or property (including all movables and immovable) for any one or more of the objects of the Trust.
  • iv. To hold on behalf of and for the benefit of each Beneficiary, any accretions or earnings on such Shares, in accordance with the provisions of this Deed until the Shares have been transferred to the Beneficiaries.
  • v. To acquire and hold by way of lease, sub-lease, hire, gift any lands, buildings and such other movable or immovable asset as the Trustee may decide from time to time.
  • vi. To invest the funds of the Trust not immediately required in or upon any investments, instruments or properties as contemplated herein the Article 41 below in accordance with the provisions of law, subject to and in compliance with the provisions of the SEBI (SBEB) Regulations.
  • vii. To make arrangement for financing Trust's activities and for said purpose to secure resources through loan, credits or otherwise from institutions, body corporates or persons, and for the said purpose to execute all such documents as may be required and to encumber, deal with or charge any properties or assets of the Trust.
  • vn1. To obtain contributions from the Employees or any other persons, in general or for a specific purpose and to allocate funds towards the attainment of the said objectives.
  • ix. To do all such other lawful things as may be necessary, incidental or conducive to the attainment of the above objects.

BENEFICIARIES

  1. The Beneficiary who have been offered I granted any Shares I Stock Options I Units under any Employee Benefit Scheme framed by the Settlor, by whatever name called and including but not limited to Trident Limited Employee Stock Option Scheme - 2020 and Trident Limited Employee Stock Purchase Scheme - 2020 can exercise such Shares I Stock Options I Units in accordance, with such terms and conditions as may be prescribed under said scheme and laid down by the Compensation Committee and subject to and laws applicable for the time being in force. ·<1';'-""·' ;-'""f .

    1. Rights & Obligations of Beneficiaries:
    • i) No Beneficiary shall have:
      • a) any claim, right or entitlement whatever to any part of the Trust Fund or the income thereof except as expressly provided in this Trust or as such claim, right or entitlement may arise by virtue of the exercise of any power of appointment contained in this Trust; or
      • b) any claim, right or entitlement to call for accounts (whether audited or otherwise) ·from the Trustees in relation to the Trust Fund and the income thereof or to obtain any information of any nature from the Trustees in relation to the Trust Fund and the income thereof and in relation to the Trusts and powers hereof.
    • ii) The benefits which may from time to time be provided under this Trust shall not confer on any individual, any right to continue in the employment of his Employer or interfere in any way with the right of his Employer, to terminate the individual's employment at any time and shall not confer any legal or equitable rights against his Employer either directly or indirectly nor give rise to any cause of action in law against his or her Employer in this regard.
    • iii) Unless the Trustee determine otherwise, the Trustees shall require any Beneficiary in respect of any benefits which may from time to time be provided under this Trust, to indemnify and keep indemnified on a continuing basis the Trustees, the Settlor in respect of any Tax Liability arising as a result of that benefit and on such terms, as the Trustees think fit.
    • iv) In the event of any Beneficiary ceasing to be in the service or employment (for any reason whatsoever) of the Settlor I its Subsidiary Company(ies), as the case may be, he shall ipso facto cease to be a Beneficiary under these presents unless otherwise decided by the Settlor or the Trustees or the Compensation Committee in a specific scheme or otherwise.
    • v)

Trust Deed a/Trident Limited Employees Welfare Tntsl

prospective right or benefit under this Trust which he might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise.

INVITATION OF CONTRIBUTION

  1. The Trustees may at any time invite and receive or without such invitation receive any voluntary contributions I donations I loans I advances I deposits, whether refundable or not, from the Settlor, Employees and other persons for the objects and purposes of the Trust and for all or any class of Beneficiaries, provided that they are not inconsistent with the objects of the said Trust. Any such contributions I donations I loans I advance I deposits, etc., may be accepted either with or without any special conditions as may be agreed upon between the Donor I Contributor I Lender and the Trustees, provided that such conditions are not inconsistent with the intents and purposes of these presents. All such contributions shall be treated as forming part of the Trust Fund being the subject matter of these presents and be applied accordingly, and the Settlor do direct that it shall always be for the Trustees in their absolute discretion to decide whether they should invite or accept any such donation I grant of loans I advance I deposit as aforesaid and they shall be at liberty to refuse any donation or loans I advance I deposit without giving any reason for such refusal.

TRUSTEES

    1. The Trustees shall manage the affairs of the Trust.
    1. There shall be minimum of two Trustees or such other higher number as the Compensation Committee of the Settlor may decide from time to time. If the numbers of the Trustee fall below two or such higher number as decided by the Compensation Committee, the Compensation Committee shall do all necessary acts for the purposes of filling vacancy.
    1. The Trustees shall take decision by consensus.
    1. The continuance of the Trustee in his capacity as the Trustee shall be at the discretion of the Compensation Committee of the Settlor and his appointment as Trustee shall forthwith be cancelled and his office vacated on receipt of written intimation from the Compensation Committee to this effect The trustee can be appointed upon the receipt of written intmaon:f~ Committee ·*., ... . ,; .rr ;..)' of the Settlor. .;i .. . :.:

  • 16. If the office of the Trustee is vacated either by death, insanity, insolvency, resignation, refusal or neglect to act as a Trustee or on his becoming incapable or unfit to act in Trust of these presents or as a result of written intimation to this effect from the Compensation Committee as per article 15, the resulting vacancy shall be filled by person/s nominated by the Compensation Committee.
  • 17. If the Settlor or any Company/ Entity into which the said Settlor is amalgamated or merged, ceases to exist on account of winding up or dissolution or otherwise then and in such an event the individual Trustees of the Trust shall step into the place of the Settlor in these presents and such individual Trustees shall jointly exercise or fulfill as the case may be . the rights and obligations laid out on the Settlor in these presents.
  • 18. On a new Trustee being appointed the Trust property shall vest in him along-with the other Trustees for the time being and . he will be entitled to carry out all the duties and functions of Trust as a Trustee and it shall not be necessary to make or execute any formal transfer of assets in his favour.

REMUNERATION OF TRUSTEE

  • 19. The Remuneration of Trustee may be payable by the Settlor out of the Trust Fund for its services to the Trust and which may be amended from time to time between the stated parties upon mutual consent.
  • 20. The Settlor shall pay to the Trustee all legal, travelling, and other costs, charges and expenses incurred by them including their Officers, Employees or Agents in connection with execution of these presents including costs, charges, and expenses of and incidental to the approval and execution of the Transaction documents and will indemnify them against all actions, proceedings, costs, charges, expenses, claims, and demands whatsoever, which may be brought or made against or incurred by them in respect of any matter or things done or omitted to be done without their willful default in respect of or in relation to any activity carried on for the purpose or in connection to the objects of the Trust.

DISQUALIFICATION OF TRUSTEE

  • 21. A person shall cease to be a Trustee in any of the following events:
    • a.
    • b.
    • c.

Trost Deed of Trident Limited Employees Welfare Trost

  • d. If the Trustee becomes a director, key managerial personnel or promoter of the Settlor or its subsidiary or associate company or any relative of such director, key managerial personnel or promoter in terms of Companies Act, 2013;
  • e. If the Trustee beneficially holds ten percent or more of the paid-up share capital of the Settlor;
    1. A Trustee shall otherwise cease to be in office with immediate effect on that Trustee's
    • a. Resignation in writing by Trustee to the Compensation Committee of Settlor.
    • b. Death.
    • c. Separation of Trustee with the Settlor either through resignation, termination or superannuation (in case the Trustee was earlier in employment of the Settlor).

POWERS OF THE TRUSTEES

  • 23. The Trustees of the Trust shall have the following power for furthering the objects of the Trust including but not limited:
    • a. To raise funds through loans or otherwise for the purpose of subscribing or acquiring the Shares of the Settlor or for such other purpose in order to achieve objects of the Trust.
    • b. To pay, discharge, reimburse the costs, charges and expenses in or about, the collection and for getting the income of the Trust Fund and management, administration of the Trust of these presents and all other costs, charges and expenses and outgoings in relation thereto. None of the Trustees shall derive any personal benefits, whatsoever, by the deployment I use of the property of the Trust.
    • c. To hold the Trust fund for the Trust so that the net income thereof, and if necessary, the corpus or any part thereof shall be used for all or any of the above objects and purposes.
    • d. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, and other negotiable or transferable instruments.
    • e.

  • f. To open, maintain, operate and close bank I demat accounts as may be decided from time to time.
  • g. To invest the funds of the Trust not immediately required in or upon any investments, instruments or properties as contemplated herein the Article 41 below in accordance with the provisions of law, subject to and in compliance with the provisions of the SEBI (SBEB) Regulations.
  • h. To acquire by lease, gift, license moveable or immovable assets and to sell (moveable property), gift, lease or let or sublet with or without charging any compensation, mortgage or in any other way alienate such assets.
  • i. To institute, defend, prosecute and compromise any suit or another application or proceeding in any court or law or any tribunal or any authority and for the purpose engage counsel or other way alienate such assets.
  • j. To appoint one or more Employees, as the Trustees may deem expedient and fix their remuneration. The Trustees shall also have power to fund and maintain provident funds, gratuity fund, pension and other funds for any Employees and make rules and regulations (with power to add, to alter, amend, vary or substitute the same or any of them) regarding the payment thereof. Further, Trustee shall also have power to take disciplinary action against the Employees and to suspend or dismiss any Employee.
  • k. The Trustees shall have the power at their discretion instead of acting personally to employ and pay any agent (including Banks) to transact any business or do any act whatsoever in relation to the said Trust including receipt and payment of money without being liable for loss and shall be entitled to be allowed and paid such charges incurred thereby.
  • I. To delegate by a resolution in writing any of their power listed herein to committee or such persons, as they think'fit and proper.
  • m. To wind up or dissolve the Trust in the manner stated herein.
  • n. To do all such acts, deeds and things which have not been specifically mentioned in the Trust Deed but which are found to be necessary, expedient and essential for furthering the objects of the Trust.
  • o. To exercise all such powers and rights by the "j!i< Compensation Committee for t,' . • '. ,; Benefit .. ' a;··· ''fir..,J '_, Scheme. • · · '(l_':I q

..

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Trust Deed of Trident Limited Employees Welfare Tntsl

p. To maintain books of accounts of trust as required under any applicable laws.

RIGHTS, DUTIES AND LIABILITIES OF THE TRUSTEES

    1. The Trustees of the Trust shall have the following rights for administration of the Trust including but not limited:
    • a. Right to receive advice: The Trustee may, in the discharge of its duties, act upon any advice obtained in writing from any bankers, accountants, brokers, lawyers, professionals, consultants or other experts acting as advisers to the Trustee. The Trustee shall not be liable for anything done bonafide on the advice so received and after observing due prudence.
    • b. Right to reimbursement of expenses: Without prejudice to any other provisions of this Deed, the Trustee shall be entitled to reimburse itself from the Trust Fund, and shall be entitled to charge the Trust Fund, with, but not limited to, the following:
      • Organizational Expenses: All of the expenses of organizing the Trust and its Schemes, which includes, legal, advisory and accounting fees, printing costs, etc.
      • 11Operating Expenses: The Trust will bear all out-of-pocket costs and expenses associated with its activities, including but not limited to:
        • )::>- the fees and expenses payable to the Trustees, accountants, advisors, auditors, brokers, and such other service providers of the Trust;
        • )::>- expenses incurred in acquiring and disposing of investments by the Trust;
        • )::>- the on-going fees and expenses of the auditors and tax, legal and other professional advisers of the Trust;
        • )::>- taxation and duties payable by the Fund, including any future taxes introduced, any interest on tax or duty, penalty or such other expense;
        • )::>- interest on and charges incurred in borrowings, if any;
        • )::>- One-time fee or periodic fees of any regulatory authority in India;
        • )::>- Any fees and expenses associated with the administration of the Trust;
        • )::>- expenses relating to the liquidation of the Trust; and
        • )::>- any payments otherwise attributable to the Trust or any payment due by virtue of changes in Indian law.
      • 111Incidental expenses: All incidental ex to execution of any agreement

.:t•

Trust Deed ofTrident Limited Employees Welfare Trust

Provided that the Trustee shall bear and pay the following expenses, which shall not be reimbursed from the Trust Fund:

  • (a) Any statutory taxes, duties and levies in relation to the Trustee, payable by or imposed upon the Trustee by the central or state government or any government body or statutory authority which is directly or indirectly not connected with the Trust, other than service tax payable on Trusteeship Fees (which shall be payable out of the Trust Fund); and
  • (b) All expenses in connection with the holding of a Trust meeting which is directly or indirectly not connected with the Trust.
  • c. Trusteeship Fees: The Trustee shall be paid Trusteeship Fee (plus applicable taxes, if any) as agreed between the Settlor and the Trustee, from time to time, from the Trust Fund.

DUTIES OF THE TRUSTEES

    1. Interests of the Beneficiaries: The Trustee shall at all times exercise and ensure due diligence in carrying out its duties of protecting the interests of the Beneficiaries.
    1. Income due to the Trust: The Trustee shall cause prompt and proper collection of the income due to the Trust and its Schemes.
    1. Books of accounts: The Trustee shall ensure that the books of accounts of the Trust and its Schemes are maintained by them in accordance with the Deed and the applicable laws. Further, Trustee shall get the books of accounts of the Trust audited annually from the Auditor.
    1. Attainment of objects of the Trust: The Trustee shall ensure that all acts, deeds and things in respect of the affairs of the Trust are done for the attainment of the objects of the Trust, and each of its Schemes, as applicable, in compliance with all the applicable laws and to secure the best interests of the Beneficiaries.
    1. Confidentiality: The Trustee shall at all times maintain the highest standard of confidentiality as regards with the Trust Fund, its schemes and such other matter connected with it, and shall not disclose any confidential information to any other person, unless such information is required to be disclosed to some regulatory authority or under any judicial or statutory order to any other person under any law in force in India.

Trust Deed o/Tridenl Limited Employees Welfare Trust

'.;.

  1. The Trustee shall frame rules for administration of the scheme(s) in compliance with the scheme documents, object of the trust and the regulations

LIABILITIES OF THE TRUSTEES

  • (i) Acts done in good faith: The Trustee shall not be under any liability on account of anything done or omitted to be done or suffered by the Trustee in good faith in accordance with applicable laws, or in pursuance of self-assessment or any request or advice of the Investment Manager or any other third party.
  • (ii) Bonafide action by the Trustee: The Trustee shall not be liable in respect of any action taken or damage suffered by it on reliance upon any notice, resolution, direction, consent, certificate, affidavit, statement, certificate of stock, plan of reorganization or (without being limited in any way by the foregoing) other paper or document believed to be genuine and to have been passed, sealed or signed by appropriate authorities or entities.
  • (iii) Acts or things required to be done by the Trustee under law: The Trustee shall not be liable to the Beneficiaries for doing or failing to do any act or thing which by reason of any provision of any present or future law or regulation made pursuant thereto, or of any decree, order or judgment of any court, or government authority, or by reason of any request announcement or similar action (whether of binding legal effect or not) which may be taken or made by any person or body acting with or purporting to exercise the authority of any government (which legally or otherwise) it shall be directed or requested to do or perform or to forbear from doing or performing. If for any reason it becomes impossible or impracticable to carry out any of the provisions of these presents the Trustee shall not be under any liability therefore or thereby.
  • (iv) Trustee to act as Trustee of other Trusts: Nothing herein contained shall be construed so as to prevent the Trustee from acting as Trustee of other Trusts or investments funds separate and distinct from the Trust or any of its Schemes, and retaining for its own use and benefit all remuneration, profits and advantages which it may derive therefrom.
  • (v) Failure of duty and breach by the Trustee: Nothing herein contained shall exempt or indemnify the Trustee for a breach of Trust arising out of its own gross negligence, fraud or dishonesty and a failure to of care and diligence required to fit in carrying out its duties. . \

Trust Deed o[Trident Limited Employees Welfare Tn1st

MANAGEMENT AND REGULATION OF THE TRUST

    1. It shall be lawful for the Trustees from time to time to frame such rules and regulations for the management and administration of the Trust, as they shall think fit, and to add, alter, amend, substitute or vary the same and to make new rules and regulations. Provided that such rules and regulations shall not be inconsistent with the objects and interests of the said Trust.
    1. a) The Trustees shall be entitled to frame rules for administration of the scheme (s) in compliance with the Scheme documents, object and provisions of the Trust and SEBI (SBEB) Regulations.

b) The Trustees shall be entitled to form one or more Committees for the management and administration of the Trust and to frame rules and regulations therefor.

  • c) The Committee(s) aforesaid may consist of:
    • i. any or all of the Trustees;
    • ii. such number of beneficiaries as may be selected by the Trustees; or
    • iii. any or all of the Trustees and such number of Beneficiaries as may be selected by the Trustees.

d) The Committee(s) aforesaid shall be entitled to make recommendations to the Trustees with reference to the management and administration of the Trust, the particular object and Beneficiaries, for and in respect of which, the Trust Funds shall be utilized from time to time and any other matters related to or connected therewith.

e) The Committee(s) aforesaid shall be known as the "General Management Committee" or the "Board of General Management" or by such other name and names as the Trustees may think fit.

  1. Subject to the provisions of Article 26 hereof, the Trustees shall form and regulate their own procedure relating to meetings of the Trustees. The Quorum for any such meeting of Trustees shall be Two Trustees or I/3rd of total Trustees present in person. The Trustee shall, except with reference to the requirements of the Quorum, be entitled from time to time to alter or change procedures of their meetings.

Tntst Deed o/Tridenl Limited Employees Welfare Trust

  • a) A meeting of the Trustees for the time being at which a quorum is present shall be competent to exercise all or any of the powers, authorities and discretions by or under the said Trust, vested in the Trustees or otherwise exercisable by them.
  • b) The Trustees may from time to time elect from among the Trustees of these presents, a Chairman and determine the period for which he is to hold office. If at any meeting of the Trustees the Chairman is not present within fifteen minutes of the time appointed for holding the same, the Trustees present may choose one of these members to be Chairman of the Meeting. The Chairman shall preside at all meetings of the Trustees.
    1. No resolution shall be deemed to have been duly passed by the Trustees by circulation unless the resolution has been circulated in draft together with the necessary papers, if any, to all the Trustees, at their usual address in India or their email and has been approved by the Trustees, or by a majority of them.
    1. In case of difference of opinion arising among the Trustees and in all matters wherein the Trustees shall have discretionary power, the votes of the majority of the Trustee/s for the time being in these matters shall be prevailing and shall be binding on all the Trustees. Provided however that if the Trustees shall be equally divided in opinion, the matter shall be decided according to the casting vote of the Chairman or Chairman of the meeting, as the case may be.
    1. If the office of the Trustee or Trustees is vacated, the remaining Trustees shall, until such time as the vacancy or vacancies are filled, be entitled to exercise all the powers whether discretionary or otherwise vested in the Trustees and the execution of the Trust declared herein and during such period the provisions of this Trust Deed shall govern the remaining Trustees so far as the same are applicable. Until such vacancy has been filled in, the quorum for the meetings of the Trustees shall be two, provided in case there is only one continuing Trustee, he shall be deemed to constitute the quorum for a meeting of the Trustees to exercise all the powers referred to above.
    1. The Trustees shall keep or cause to be kept a Minute Book of tl:ieir proceedings.

Trust Deed of Trident Limited Employees Welfare Trust

  1. The Trustees shall cause true and accurate accounts to be kept of all monies received and accretion thereto and monies spent and of all the matters in respect thereof in course of management of properties or in relation to the carrying out of the objects and purposes of the Trust as well as all assets, credits, effects, properties of the Trust, and shall cause the accounts of the Trust be audited annually by the Chartered Accountant(s) as Auditors.

ACCOUNTS AND AUDIT

    1. The Trustees shall maintain books of accounts of the Trust as required under applicable law and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
    1. The books of accounts and other records of the Trust shall be kept safely for a period of such minimum numbers of years as prescribed under Applicable Laws during the continuance and for minimu_m 8 years after the dissolution of the scheme or the Trust whichever is later.
    1. The Trustee shall prepare and get duly audited by the Auditor, within six months after the end of every Accrual Period:
    • (i) a balance sheet or a statement of affairs showing the assets and liabilities of the Trust as on the last day of the Accrual Period;
    • (ii) an income and expenditure statement of the Trust showing profits, losses, income, expenses, increase or decrease in ·value of Investments and distributions made during the Accrual Period;
    • (iii) cash flow statements and other books of accounts of the Trust;
    • (iv) Such other documents as may be required as per Applicable Laws.

36. Other information:

Appointment of Auditors: The Trustee shall appoint the Auditors for the Trust in prior consultation with the Settlor.

Remuneration of Auditors: The remuneration of the shall be determined . . .• i;. ...... • by the Trustee in prior consultation with .. S'ett •n. · • ·

Removal of Auditors: The Auditors can be removed or replaced by the Trustee in consultation with the Settlor for a cause which is in the interest of all the Beneficiaries or if the law in force may then require and new Auditors can be appointed at the discretion of the Trustee with prior consultation with the Settlor.

UTILISATION OF TRUST FUND:

    1. The Trustees shall utilize the funds of the Trust for the following purposes:
      1. Acquisition of shares of the Settlor by way of fresh subscription or secondary acquisition from the market;
    • ii. Payment for all the expenses and outgoings of the Trust;
    • iii. Investment in permissible avenues, subject to and in compliance with the SEBI (SBEB) Regulations; and
    • iv. Fulfillment of other objects & purpose of the Trust.

BANK AND DEMAT ACCOUNT(S)

    1. The Trustees shall be entitled from time to time to open, operate and maintain a banking account or other accounts in the name of the Trust at such Bank or Banks as they may from time to time decide, and may at any time pay or cause to be paid or withdraw any money's forming part of the Trust Fund or the income thereof to the credit of any such account or accounts and either by way of fixed deposit or current account or safe custody account or any other account whatsoever.
    1. The Trustees shall be entitled from time to time to open, operate and maintain de-mat account(s) in the name of the said Trust with such Bank(s)/ Company(ies)/ Stock Broker(s)/ Depositories(s) as they may from time to time decide.
    1. The Chairman appointed under the provisions of Article 27(c) of this Trust Deed, shall sign and attest and do all necessary acts as may be required in due course.

INVESTMENT BY THE TRUST

  1. Notwithstanding anything contained in these presents, the Trustees shall at their discretion invest the Trust Fund and all moneys in their hands which may require investment in or upon any one or more of the following modes of investment from time to time at their absolute discretion, subject to and in compliance with the provisions of the SEBI (SBEB) Regulations, to convert or any investments and securities held by the Trustees into or for others oft · hereby authorised:

Trust Deed o/Tridenl Limited Employees Welfare Trusl

  • a. In deposits with Scheduled Banks or any firm or Company of good standing;
  • b. Debentures, loans, bonds issued by the Government, Municipal or other local authority, Companies in public and private sector including Settlor or public body in India;
  • c. Stocks, shares or other securities issued by a co-operative society;
  • d. Stocks, share (equity or preference whether involving liability or not) or debentures or warrants or other financial securities of any kind issued by companies registered in India, including the Settler or Statutory Corporations in India, Mutual Funds and in units of the Unit Trust oflndia.
  • e. In acquiring by purchase or on lease or on ownership basis or in exchange, hire or otherwise any immovable property of any tenure including leaseholds in any part of India including the acquisition of Lessors or other rights in property and in case of open or vacant land the Trustees shall be at liberty to erect building and structures thereon out of the Trust Fund which may be leased out on such terms and conditions and subject to such rent, compensation or fee, covenants and agreements as the Trustees may deem fit and proper;
  • f. Equity shares/convertible warrants/options/any other security of the Settler or of the holding company or subsidiary of the Settler;
  • g. Any investment, which the Trustees may by law, is authorised to make for the investment of Trust Property.

VOTE ON SHARES HELD BY THE TRUST

  1. The Trustees shall not be entitled to vote in respect of any shares or securities of the Settler held by the Trust.

BORROWING BY THE TRUST

  1. It shall be lawful for the Trustees to borrow or raise money and/or secure the repayment of any monies borrowed by way of pledge, hypothecation, charge or mortgage of any part of the movable or immovable properties excluding the shares acquired to be transferred to the beneficiaries under any Benefit Scheme . ·::.· '/ comprised in the Trust Fund on such terms and conditi may think !Jit1:1·;'.. ·"' fit .. ' 1. I .

Trust Deed o/Tridenl Limited Employees Welfare Trust

MANNER OF TRANSFER OF TRUST PROPERTY

    1. The Trustees shall at their absolute discretion by a majority vote (only of those present and voting at a meeting or on a circular resolution) at such time and from time to time, sell by public auction or private contract or exchange or transfer or assign or grant, lease or sub-lease for any term however long or otherwise disposeoff or permit to be used at such rent, compensation or fee all or any part of the Trust Fund including the immovable properties comprised therein and on such terms and conditions related to title or otherwise and in full respects as they may think proper to rescind or vary any contract for sale, exchange, transfer, assignment, lease or other disposition and to resell the same or enter into a fresh contract, for sale, exchange, transfer, assignment, lease or other disposition without being answerable for any loss or damages occasioned thereby and for such purposes to execute all necessary conveyances, deeds or exchange assignments, transfers, leases, subleases, counterparts and other assurances, indemnities, agreements, covenants and other documents in writing and proper and to pass, give and execute necessary receipts, releases and discharges for the consideration moneys relating thereto. All monies arising from any such transfer or other assurance shall be deemed to be part of the Trust Fund and the provisions of this Trust Deed shall be applicable accordingly.
    1. Upon any sale or other transfer by the Trustees under the power aforesaid, the purchasers or transferees dealing bonafide with the Trustees shall not be concerned to see or inquire whether the occasion for executing or exercising such power has arisen or whether the provisions to the appointment and retirement of Trustees herein contained have been properly and regularly observed and performed. Neither shall the purchasers or transferees be concerned to see to the application of the purchase moneys or other considerations, or be answerable for the loss, misapplication or non-application thereof.
    1. The receipt of the Corporate Trustees or of any Trustee/s or any sole individual Trustee for the income of the Trust Fund or for any Documents of title or securities, papers or other documents or any other moneys or property forming part of the Trust Fund shall be sufficient and shall effectually discharge the person or persons paying, giving or transferring the same from being bound to see to the application or non-application thereof.
    1. The Trust shall transfer the Shares to the Beneficiaries in the manner specified in the Trust Deed or as specified by the Committee from time to time. The Trustee(s) of the Trust shall administer the transfer of shares to the as per the directions of the Committee and as stipula!f..cLir:.t .... Benefit S h .r.'- .-,,J... ;:, c eme. .. ;<-'.

Trust Deed of Trident Limited Employees Welfare Tn1st

ARBITRATION

    1. In the event of a dispute arising out of or in relation to the provisions of this Trust Deed (including a dispute relating to the construction or performance thereof), the relevant parties shall attempt in the first instance to resolve such dispute through an amicable settlement. The attempt to bring about an amicable settlement shall be considered to have failed as soon as one of the parties hereto, after reasonable attempts, which attempt shall continue for not more than 30 days, gives 10 days' notice thereof to the other party in writing.
    1. In case of such failure, either party may refer the dispute to a single arbitrator to be appointed by Settler. The arbitration proceedings shall be held in Barnala, Punjab, India and the language shall be English, under and in accordance with the Arbitration and Conciliation Act, 1996 and any statutory modification or reenactment thereof. The arbitrator shall give a reasoned award in writing. The arbitrator shall also decide on the costs of the arbitration proceedings. The parties shall submit to the arbitrator's award and the award shall be enforceable in competent court of law at Barnala, Punjab, India.

DISSOLUTION OF THE TRUST

    1. (a) The Trust shall come to an end in the following circumstances:
      1. Upon the distribution/transfer of the entire Trust Fund to the Beneficiaries, i.e. after fulfillment of objects of the Trust;
      1. If the very purpose for which the Trust was set up becomes unlawful;
    • iii. Ifthere does not exist any Beneficiary in the Trust;

(b) In the event of determination of Trust in accordance with Article 50 (a):

  • i. The Trust Fund shall first be applied towards repaying the Loans, if any;
  • ii. The remainder of the Trust Fund shall be used to meet all liabilities of the Trust;
  • iii. The remaining amount, shall be distributed to any one or more or all of the Beneficiaries (of all time or presently employed) in equal or any other proportion and on such terms and conditions as deemed fit.

MISCELLEANOUS

  1. The income and property of the Trust whensoever and howsoever derived shall be applied solely in the promotion of its objects Trust Deed.

    1. The Liability of the Trustees is Limited.
    1. Nothing in this Trust Deed shall prevent payment by the Trust in good faith of reasonable remuneration to any of its officers or staff (other than in their role as Trustees) or to, any other persons (other than in their role as Trustees) in return for any services rendered or to be rendered to the Trust.
    1. The Trust shall not deal in derivatives.
    1. In case of cashless exercise of an Employee Benefit, if applicable, or in case the Trust is required to make any payment to the Beneficiaries, it shall have the right to deduct any charges, taxes, levies or any dues to be paid by the Beneficiary.
    1. The Trust shall have right to charge and recover from Beneficiaries of the Trust, any capital gain tax (Long term Capital Gain Tax as well as Short Term Capital Gain tax) of the Trust, arising from difference between exercise price of Employee Benefit availed by the Beneficiary and the purchase cost borne by the Trust.
    1. It would be duty of the Trustees to act in the interest of the Employees who are Beneficiaries of the Trust and subject to provisions of the SEBI (SBEB) Regulations and shall not act in any manner or include any provision in the trust deed that would be detrimental I prejudicial to the interests of the Beneficiaries.
    1. It shall be lawful for the Trustees to settle all accounts and to compromise, compound or refer to arbitration any action, proceedings, disputes, claims, demands or things relating to any matter in connection with the said Trust and to do all other things proper for such purpose without being responsible for any loss occasioned thereby.
    1. The Trustee shall have the power to determine in case of doubt whether any money or property shall for the purpose of this Trust be considered as capital or income, and whether out of the capital or income any expenses or outgoing ought to be paid or borne and any/every such determination shall be binding and conclusive, provided that nothing contained herein shall be deemed to authorize the Trustees to spend the income or corpus of the Trust Fund for any purpose not authorised by these presents.

    1. The Trustees shall be respectivdy responsible only for such Trust Funds and income including money, stocks, funds, shares and securities as they shall actually receive notwithstanding their respectively signing any receipt for the sake of conformity and shall be answerable and accountable only for their own acts, receipts, neglects or defaults and not for those of the auctioneer or agent or any other persons with whom or into whose hands any Trust Fund or Trust Income may be deposited, nor for the insufficiency of deficiency of any stocks, funds, shares or securities nor for any other loss, unless the same shall happen through their own willful default or dishonesty respectively.
    1. The Trustees may reimburse themselves and pay discharge out of the Trust Funds or moneys in their hands all expenses incurred in or about the execution of the said Trust. It is, expressly agreed and declared that the Trustees shall be entitled to be paid their actual expenses, travelling, boarding, lodging and other expenses which may be incurred by them in the performance of their duties as Trustees including for the attendance of meetings of Trustees.
    1. The Trustees shall present the accounts incorporating details including but not limited expenses incurred, shares acquired, shares transferred, acquisition price etc. to the settlor within 30 days from the end of each half year.
    1. If any Trustee be a lawyer, accountant, medical practitioner, architect, engineer or a person carrying on any other profession, vocation or business, he or his firm shall be entitled to charge for his or their professional services at arm length pricing including usual profit, costs and charges.
    1. It is hereby expressly agreed and declared that the Trustees shall have the power by a unanimous resolution in that behalf and if required, after obtaining the previous sanction of a competent Court of Law or Authority, to modify or terminate the powers and/or provisions hereof found inconsistent with the object and purpose of the Trust, without however, affecting in any way the general object or purpose of the said Trust for utilizing the said Trust Fund and the income thereof for beneficiaries, without distinction of class, creed, religion, community or nationality and to the intent that the Trust Fund and the income thereof shall at all times hereafter be utilized only for such purposes and not otherwise.
    1. It is hereby expressly understood that the Trustees shall not be personally liable for any act, deed or thing done in their capacity as Trustees for the purposes of the Trust and that they shall be indemnified/kept indemnified as a consequence thereof, out of the Trust Funds, and that the Trust I Settlor shall bear all costs, damages or losses including the cost of defending a legal action or th?t may arise as a consequence of their action as Trustees. .
  • The said Trust shall be extinguished if 1 i('°'c becomes impossible by destruction of Trust prope11y . 67.

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Trust Deed ofTrident Limited Employees Welfare Trust

·v

IN WITNESS WHEREOF the parties hereto have executed these presents the day and year first hereinabove written.

SIGNED, SEALED AND DELIVERED BY THE SETTLOR the above named Trustees

[Ramandeep Kaur] Company Secretary

[Minakshi Arora]

In the presence of:

Witness I

Signature:

Name:

Witness 2

Signature:

Name:

Address: fi tJ-r-. tft-3 r vl lvt.

Trust Deed o/Trident Li111ited E111p/oyees Welfare Trust

Page 24

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