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Trekkingtoes.com LtdIndustry : Travel Agencies
BSE Code:543222NSE Symbol: Not ListedP/E(TTM):0
ISIN Demat:INE0DG401010Div & Yield %:0EPS(TTM):0
Book Value(Rs):-1.296177Market Cap ( Cr.):4.68Face Value(Rs):10
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Dear Members,

Your Directors have pleasure in presenting the Annual Report together with the audited statement of account for the year ended 31st March, 2023.

  1. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
  2. The following figures are extracted from the financial statements prepared in compliance with Indian Accounting Standards (Ind AS). The financial statements of the Company comply with all aspects of Ind AS notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Companies Act, 2013.

    (Amt. In '000)

    Particulars Year ended March 31, 2023 Yea r ended March
    31, 2022
    Revenue from operations 3,956.89 5,181.68
    Other Income 12.41 1,205.72
    Less: Operational & Other expenses 44,376.99 6,770.10
    Profit before Exceptional items, extraordinary items, interest, tax, depreciation, and amortization (EBITDA) (40,407.69) (382.70)
    Less: Depreciation - -
    Less: Finance Cost - -
    Profit/ (Loss) Before Taxation (40,407.69) (382.70)
    Less: Provision for Tax
    Less: Prior Year's Income Tax
    Less: Provision for Deferred Tax (90.74) 53.09
    Net Profit after Tax (40,498.43) (329.61)
  3. DIVIDEND
  4. The Board of Directors of Your Company, after considering holistically the relevant circumstances and keeping in view the Company has decided not to declare any dividend for the year.

  5. TRANSFER TO RESERVE:
  6. The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the Financial Year ended 31st March, 2023.

  7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR FINANCIAL PERFORMANCE
  8. The Company neither has any subsidiary nor has acquired any interest during the year so as to make a company its subsidiary, associate or Joint Venture.

  9. CHANGE IN NATURE OF BUSINESS

During the year your Company has continued to trade in textile products Business. There is no change in the nature of Business of the Company during the period under review.

6. STATUTORY AUDITORS AND AUDITORS' REPORT

a. STATUTORY AUDITORS:

Jain Chowdhary & Co., Chartered Accountants, Statutory Auditors of your Company having Firm Registration No. 0113267W) were appointed as Statutory Auditors of the Company for five consecutive years on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute.

b. SECRETARIAL AUDITOR AND OBSERVATION:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed Garima A & Associates, Company Secretaries, Delhi as a Secretarial Auditor of the Company, for conducting a Secretarial Audit of the Company for the financial year 2022-2023. The Report of the Secretarial Audit in Form MR-3 is hereby attached with this Report & forming part of this report marked as "Annexure II".

7. DEPOSITS

The company has not accepted deposits in its previous financial year and during the year also the company has neither invited nor accepted deposits in any form from its shareholders or any other person.

8. SHARE CAPITAL OF THE COMPANY

The Authorised Share Capital of the Company as on 31st March, 2023 is Rs. 1,65,00,000 divided into 16,50,000 Equity Shares of Rs. 10/- each.

9. MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

10. DIRECTORS AND KMP

The Company has a fundamentally strong Board with an optimum mix of Executive and Non-Executive Directors including Woman Director. More than fifty percent (50%) of the Board are Non-Executive Independent Directors in the Company. The detailed information with regard to the Board's composition during the year under review is as follows:

As per the provisions of Section 152 of the Companies Act, 2013, Shri Sahil Agrawal (DIN 06433366) is the Director who is liable to retire by rotation at the ensuing Annual General Meeting of the Company and is eligible to offer himself for re-appointment.

11. MEETINGS OF BOARD OF DIRECTORS

06 meetings of the Board of Directors were held during the year. The details of the board meetings and the attendance of the directors are provided in the below table. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Proper notices of the Board meeting were given and minute in the Minutes Book. Applicable Secretarial standards were complied with by the company.

S.No. Date of Meeting Total No. of Director Entitled No. of Directors Attended % of Attendance
1 08.04.2023 4 4 100.00
2 19.04.2023 4 4 100.00
3 04.06.2023 4 4 100.00
4 05.07.2023 4 4 100.00
5 14.11.2023 4 4 100.00
6 28.03.2023 4 4 100.00

 

S.No. Name of Director No. of Board Meetings entitled to attend No. of Board Meetings attended
1 Sagar Agrawal 6 6
2 Sahil Agrawal 6 6
3 4 Vaibhav Totuka KratiAmeriya 6 6 6 6
5 Ankit Gupta 6 6

12. COMMITTES OF BOARD

Board of Directors have the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder/Investor Grievance Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided as under:

a) Audit Committee

Name Position Nature of Directorship
Krati Ameriya Chairman Independent Director
Ankit Gupta Member Independent Director (wef 01.06.2023)
Sahil Agrawal Member Managing Director

b) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

Name Position Nature of Directorship
Krati Ameriya Chairman Independent Director
Ankit Gupta Member Independent Director
Vaibhav Totuka Member Non-Executive Director

c) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE

Name Position Nature of Directorship
Krati Ameriya Chairman Independent Director
Ankit Gupta Member Independent Director
Vaibhav Totuka Member Non-Executive Director

13. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Compensation and Stakeholder/ Investor's Grievance Committees.

During the year, in terms of the requirements of the Companies Act, 2013 and Listing Regulations, Board Evaluation cycle was completed by the Company internally which included the Evaluation of the Board as a whole, Board Committees and Directors. The exercise was led by the Independent Director of the Company. The Evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, experience, performance of specific duties and obligations, governance issues etc.

There results of the Evaluation were shared with the Board, Chairman of respective Committees and individual Directors. Based on the outcome of the Evaluation, the Board and Committees have agreed on an action to further improve the effectiveness and functioning of the Board and Committees. The Chairman of respective Board Committees also shared the results of evaluation with the respective Committee Members

14. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY:

All Independent Directors have given declarations that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS f134(3)(g) & 186(4)1

The company has complied with the provisions of sections 185 and 186 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security. Further, the company has made investments in convertible debentures which as per management are non-recoverable as the companies were later found to be other shell and non-operative companies.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES f134(3)(h)1

All transactions with the related parties are in compliance with section 777 and Companies 188 of Act, 2013 and the details have been disclosed in the financial statements as required by the applicable accounting standards.

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

Your Directors are pleased to inform you that during the year no order has been passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY (OPTIONAL)

No material changes and commitments have occurred after the close of the year till the date of this Report, which adversely affect the financial position of the Company.

19. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. Note No. 27 to the Financial Statements contains detailed note on Internal Financial Control maintained by the company.

20. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

A. Conservation of Energy

The Company's operations are not energy-intensive and as such involve low energy consumption. Therefore, no need to take adequate measures to conserve the consumption of energy.

B. Technology Absorption

Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year.

C. Foreign Exchange Earnings and outgo

The Foreign Exchange earnings and outgo during the financial period ended 31st March, 2023 is as follows:

Particulars 31stMarch, 2023 31st March, 2022
Foreign Exchange Earnings -
Foreign Exchange Outgo - -

21. director's responsibility statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Act:

I. In preparation of the annual accounts for the year, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

III. The directors had taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The directors had prepared the annual accounts on a going concern basis.

IV. The directors had laid down internal financial controls, which are adequate and were operating effectively; and

V. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

All contracts/arrangements/transactions with related parties that were executed in FY 2022-23 were in the ordinary course of business and at an arms' length. During the year, there were no related party transactions that were materially significant and that could have a potential conflict with the interests of the Company at large. All related party transactions are mentioned in the notes to the accounts. Requisite prior approval of the Audit Committee of the Board of Directors was obtained for Related Party Transactions. Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is hereby attached with this Report & forming part of this report marked as "Annexure III".

24. REPORTING OF FRAUDS

.As per the management report fraud on the company by the underwriters & intermediaries &Other corporate entities involved in the raising of funds through IPO has been noticed &reported during the year. The company has also filed a

25. DISCLOSURES RELATING TO SUBSIDIARY, JOINT VENTURESAND ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries/ Joint ventures/Associate Companies during the year under review.

26. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 the top 100 listed entities needs to adopt Risk Management Policy. Therefore, our Company is not required to adopt Risk Management Policy.

27. DISCLOSURE PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION AND REDRESSAL), ACT, 2013.

The Company is committed to providinga safe and conducive environment to its employees during the year under review. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. SAFETY, HEALTH, AND ENVIRONMENT

Your Company is committed to ensuring a sound Safety, Health, and Environment (SHE) performance related to its activities, products, and services. Your Company had been continuously taking various steps to develop and adopt Safer Process technologies for Business operations. Your Company is taking continuous efforts to take the adoption of a safe &environmentally friendly production process. Monitoring and periodic review of the designed SHE Management System are done on a continuous basis.

29. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as required by Regulation 34(2) of the Listing Regulations, is not applicable to the company.

30. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 pertaining to the Conservation of Energy and Technology Absorption is not applicable to the Company. There was no foreign exchange inflow or outgo during the year under review.

31. REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosures required under Section 197(12) read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as "Annexure IV" forming part of this report. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for

inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days. Further, the Company does not have any employee whose remuneration exceeds the limits prescribed in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate and operating effectively.

33. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS BY THE COMPANY.

The Details of loans, guarantees, and investments covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forming a part of this annual report.

34. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances & to provide adequate safeguards against the victimization of persons who may use such a mechanism. The Whistle Blower Policy has been posted on the website of the Company at www.hippocabs.com

35. CORPORATE GOVERNANCE & CERTIFICATE:

As per the provisions of Regulation 15 (2) of Chapter IV of the Listing Regulations, the listed entity having paid-up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year. Consequently, the company is not required to submit a report on Corporate Governance.

36. CFO CERTIFICATE

The Chief Financial Officer gives quarterly certification on financial results before the Board in terms of Regulation 33(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Chief Financial Officer of the Company also gives Annual Certification on financial statements and other matters as required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is hereby attached with this Report & forming part of this report marked as "Annexure-VII".

37. CORPORATE SOCIAL RESPONSIBILITY POLICY:

During the year under review, the Company has not developed the policy on Corporate Social Responsibility as the Company does not fall under the prescribed classes of Companies mentioned under section 135(1) of the Companies Act, 2013.

38. Director's Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that- in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

• the directors had prepared the annual accounts on a going concern basis and

• that the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

• that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

39. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators, Courts or Tribunals impacting the going concern status and company's operations in future.

40. CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis Report describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business, and other ancillary factors.

41. RISK MANAGEMENT POLICY

The Board of Directors of the Company identifies and evaluates business risks and opportunities. The Directors of the Company take proactive steps to minimize adverse impact on the business objectives and enhance the Company's competitive advantage. Presently no material risk has been identified by the directors except for general business risks, for which the Company is leveraging their expertise and experience.

42. ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation your company has been receiving from its Suppliers, Retailers, and Dealers & Distributors and other associated with the Company. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government & Regulatory Authorities and Stock Exchange for their continued support

By order of the Board
For Trekkingtoes.com Ltd.
Sagar Agarwal Sahil Agarwal
DIN 07035839 DIN 06433366
Add: 236, Mahaveer Nagar-1 Add: 236, Mahaveer Nagar
Tonk Road, Jaipur, Rajasthan Tonk Road, Jaipur, Rajasthan