Trishakti Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your directors submit herewith their 39th Annual Report together with the Audited Accounts of the Company for the year ended 31st March. 2024.

FINANCIAL RESULTS:

The year’s working results after meeting all expenses of operation & management are set out as below. -

(All Amount in Rs. In Lacl

Particulars	Current Year (2023-2024)	Previous Year (2022-2023)
Revenue from Operations	10682.02	1933.68
Other Income	5.47	27.15
Total Revenue	10.687.49	1960.83
Total Expenses	10616.08	63.46
Profit/1 loss) before tax	71.41	63.46
Less: Tax Expenses
Current Tax	24.00	15.00
Deferred Tax	13.14)	(2.77)
Profit (lossl for the period	50.55	51.23
Other comprehensive Income	0.03	20.68
Total Comprehensive Income for the Year	50.58	71.91

Brief Description of the Company’s working during the year /State of Company’s affairs:

The company is mainly engaged in the field of Infrastructure / Heavy equipment lease rental including crane rentals including pilling rigs, crawler cranes, truck cranes and Grabs for railways / steel & power projects. The company is leading marketing company representing reputed Oil and Gas Equipment manufacturers worldwide for selling products to Indian companies like ONGC/OEL INDIA ETC.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the financial year ended 31st March 2024.

PERFORMANCE:

The Company''s performance for die year under review reflected an encouraging growth as compared to the performance of the previous year.

During die year the interest income Rs. 1.57 Lac (Previous Year Rs. IS.99 Lac) and odier income was Rs. 3.79 Lac (Previous Year Rs. 0.S3 Laci. Commission received Rs. 194.67 Lac (Previous year Rs. 340.46 Lacl Profit on sale of Fixed Assets Rs. Nil (Previous year Rs. 1.86 Laci. Profit on sale of Investments Rs. 0.12 Lac (Previous year Rs 5.722 Lac|. Difference Dealing in Shares Rs. 24.91 Lac I Previous year Rs. 7.35 Lac). Consultancy Fees Received Rs. 3.001 Lac (Previous year Rs. Nil Lac}. Dividend Received Rs. 2.90 Lac (Previous year Rs. 15.78 Lac). Sales of Shares Rs. 10456.54 Lac (Previous year Rs. 1570.09 Laci

TRANSFER TO RESERVES

An amount of Rs. 10.00 Lakhs has been transferred to the General Reserve during the year.

DIVIDEND

''four directors have pleasure in Recommending Dividend of Rs 0.15p Per Equity share of die face value of Rs. 2/- each (£; 7.50%), , pa3/able to those Shareholders whose names appear in die Register of Members as on 17^th September 2024

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT.

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and die date of this Report.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has one subsidiary namely M/s Trishakti Capital Limited.

In accordance widi Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and ail its subsidiaries'' forms part of the Annual Report Further a statement containing the salient features of the financial statements of each of the subsidiaries in the prescribed format Form AOC-1. marked as Annexure - IV. forms part of the Annual Report. The annual accounts of die subsidiary companies will be made available to die shareholders on request and will also be kept for inspection by the shareholders at the registered office of your Company.

Further as per section 136 of the Companies Act. 2013, the audited financial statements, including die consolidated financial statements and related information of die Company are available at our website at www.trisiikd.com.

Share Capital

The paid-up Equity Share Capital as on March 31. 2024 was Rs. 2.97.06.000 /-. During die year under review the company lias not issued any shares or any converdble instruments.

Sub-division of the face value of shares

The face value of equity'' shares of the Company has been sub-divided from Rs. 10/- (Rupees Ten only) each to Rs. 2/- I Rupees Two only) each and the capital structure of the Company as on date is as follows:

Authorised Capital	Rs. 15.00,00,000 /-
	(7,50,00,000 Equity Shares of Rs. 2/~ eachl

Issued, Subscribed and Paid-up Capital	Rs. 2.97.06.000 /- 11,48.53.000 Equity Shares of Rs. 2/-eachl

MANAGEMENT DISCUSSION & ANALYSIS

Industry Structure & Develop meats. Opportunities & Threats. Outlook

Infrastructure business is a large industry and major shaper of the built environment whose structure has implications for the forms and structure of cities. Infrastructure, is a multifaceted business. Hence, it will also affect the growth of the company in the coming years. Infrastructure sector has witnessed high growth in recent times

Segment wise performance

The Company is engaged in the multi-business activity. Accordingly, the Company is a multiple business segment company and hence segment wise reporting is applicable.

Segment 1: Finance Business

The Company is engaged in the business within Capital markets with trading in listed commodities and equities, mutual funds etc During die year 2023-24. the company has incurred revenue from Rs 13290.7b lakhs from its first segment.

Segment 2: Commission & Consultancy Business

The Company is engaged in die representation of foreign clients in Indian Market. During the year 2023-24, die company has incurred revenue from Rs 205.43 lakhs from its second segment.

INTERNAL FINANCIAL CONTROL

The Company has an internal financial control, commensurate with die size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and independence, die Internal Audit function reports to die Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance widi operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function. process owners undertake corrective acdon in their respective areas and diereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of die Board.

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Company’s Policies on Remuneration Employee Concern fWhistle Blowingl and also die Code of Conduct applicable to Directors and Employers of die Company have been complied •with. These Policies and the Code of Conduct are available on the Company''s website at www^t. trish akti .com

RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which it operates A key factor in determining a Company’s capacity to create sustainable value is die risks that die Company is willing to take (at strategic and operational levels) and its ability to manage diem effectively. Many risks exist in a Company’s operating environment and they emerge on a regular basis. The Company’s Risk Management processes focus on ensuring that diese risks are identified on a timely basis and addressed.

The Board of Directors has constituted a Risk Management Committee. The Committee has adopted a Charter that outlines die role, responsibilities and power of the Committee and die procedure for organising the meeting of the Committee.

The purpose of the Committee is to assist die Board of Directors in fulfilling its oversight responsibiiides with regard to enterprise risk management. The Committee reviews the risk management practices and acrions deployed by die Management with respect to identification, impact assessment, monitoring, midgadon and reporting of key risks while trying to achieve its business objectives.

Further, the Committee endeavours to assist die Board in framing, implementing and monitoring the risk management plan for die Company and reviewing and guiding the risk policy. The Committee also guides Management in developing the risk management policy and in implementing an appropriate risk management system/framework for die Company.

To have better focus on governance, die Company constituted Management Committee viz., the Risk Review Committee to identify, assess, review and midgate risks. The Committee comprises the Managing Director. Executive Director (Finance & Corporate}, Managing Director & Chief Executive Officer and other management personnel as its Members. This Committee has die primary responsibility of implementing die Risk Management Policy of the Company and achieving the stated objective of developing a risk intelligent culture that supports decision making and helps improve Company performance.

CORPORATE SOCIAL RESPONSIBILITY

The provision of the Companies Act 2013 relating to Corporate Social Responsibility are not applicable to the company

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on business policy and strategy’ apart from other Board business. However, in case of special and urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law. which are confirmed in the subsequent Board meeting. During the year under review, 18 Board Meetings were convened and held on

10.04.2023,

20,05,2023,04.07.2023.12.07.2023,19.07.2023.14.03.2023,23.08.2023.30.08.2023.14.11.2023.24.11.2 023.23.11.2023.20.12.2023.16.01.2024,20.01.2024,30.01.2024.23.02.2024.27.03.2024 The meetings were held in compliance with the various provisions of the Act/Listing Regulations

The composition, number of meetings held and the attendance of the members at these meetings are as follows:

Name of die Directors	Category of Directorship	Number of Board meetings held during financial year 2023-24	No. of meetings attended
Suresh Jhanwar	Managing Director & Chairman	18	IS
Shalini Jhanwar	Executive Director	18	13
Dhruv Jhanwar	Executive Director	18	16
Tamil Daga	Independent Director	13	12
Vikash Sliroff	Independent Director	18	IS
Arch an Seth	Independent Director	18	17
Siddhartlia Chopra	Independent Director	18	IS

REMUNERATION POLICY

The Board has on the recommendation cf the Nomination & Remuneration Committee adopted die Remuneration Policy, which inter alia includes policy tor selection and appointment of Directors. Key Managerial Personnel. Senior Management Personnel and their remuneration. The remuneration policy of the Company aims to attract, retain and motivate qualified people at die Executive and at the Board levels. The remuneration policy seeks to employ people who not only fulfill die eligibility criteria but also have the attributes needed to fit into the corporate culture o? the Company. The said policy is available at the weblink: www trishakti.com and also annexed to this report as Annexure-III

INDEPENDENT DIRECTORS* DECLARATION

All Independent Directors of your Company have given declarations that they meet the criteria of independence as laid down under Section 149(61 of the Companies Act. 2013. The Board also hereby confirms diat in its opinion, the Independent Directors of the Company fulfil the conditions/criteria specified under die Act and SEBI iLODRj Regulations. 2015. as amended, and also are independent of the management. The Independent Directors have also registered themselves in the databank with the Institute of Corporate .Affairs of India as per Rule 6(11 of the Companies (Appointment and Qualifications of Directors) Rules. 2014. The declaration was placed and noted by die Board in its meeting held on

30.05.2024. The independent directors meeting in term of Schedule IV to die companies Act. 2013 was held on March 27,2024

ANNUAL EVALUATION OF DIRECTORS. ITS COMMITTEES AND BOARD:

The formal annual evaluation of the performance of the board and that of its committees has been carried out through a structured evaluation process covering various aspects of die board''s functioning such as the Board structure & composition, effectiveness of the Board process, information flow & functioning, quality of relationship between die board and die Management, establishment, and delineation of the responsibilities to Committees etc. The performance of Individual Directors was evaluated on parameters such as professional conduct, performance of duties, role and functions, contribution to the Board / Committee etc. by self - evaluation process. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committee with the company.

PUBLIC DEPOSITES

During the financial year 2023-24, your Company has not accepted any deposits within the meaning of section Is) 73 and 76 of the Companies Act. 2013 read with the Companies I Acceptance of Deposits! Rules. 2014 and as such no amount of Principal or Interest was outstanding as on date of the Balance Sheet.

OUTLOOK ON OPPORTUNITIES:

The Company expects good business performance as a Commission Agent of various foreign Company for participate the Global Tender on behalf of them (Foreign Company) as Indian Agent and made Agreement with them (Foreign Company for few years and witness tremendous growth and will continue.

Particulars of the Foreign Company and Business Agreements with them as Indian Agent.

li) A manufacturing Company which is based on Indonesia i.e. M/s PT SERVOTECH INDONESIA participates in the tender with Oil & Natural Gas Corporation Ltd (ONGC) for Immediate Supply SRP Surface Unit. Drill Pipe Drill Collar Where our Company will be acting as a Commission Agent.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external agencies, the reviews performed by Management and the relevant Board Committees, the Board, with the concurrence of die Audit Committee, is of the opinion that die Company''s internal financial controls were adequate and effective as on 31^st March, 2024.

Accordingly, pursuant to Section 134(5) of the Companies Act.2013 the Board of Directors to the best of their knowledge and ability confirm:

at that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures:

b) that we have selected such accounting policies and applied them consistently and made judgments and estimates diat 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 die profit and loss of the Company for that period:

cj that proper and sufficient care has been taken for 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 odier irregularities;

dl that the annual accounts have been prepared on a going concern basis:

el that proper systems to ensure compliance with die provisions cl" all applicable laws were in place and that such systems were adequate and operating effecrivei3”

f) Those proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

BOARD DIVERSITY

The company recognizes and embraces the important of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age and gender, which will help us in retaining our competitive advantage. Your Board comprises of expects in the field of finance, law. corporate governance, management and leader ship skills and also has a Women Director on the Board.

PROHIBITION & REDRESSAL) ACT. 2013

Y’our Company is committed to proride a safe and secure environment to its women employees across its functions, as they are considered as integral and important part of the Organisation. Your company has in place an Anti-Sexual Harassment Policy in line with the requirements of die Sexual Harassment of Women at Workplace (Prevention. Prohibition & Rearessai) Act. 2013.

In terms of provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redress-all Act, 2013 and Rules framed thereunder, your Company has duly adopted a Polity* and has also complied with die provisions relating to the consumtion of Internal Complaints Committee (ICC).

There was no case of sexual harassment reported during the year under review.

COST AUDIT & COST RECORDS

The provision of Cost audit as per section 14S is not applicable on the Company and hence company has not maintained proper records and account of die same as required under die act.

COMPLIANCE OF SECRETARIAL STANDARDS

The Board of Directors hereby affirms that your Company lias adhered to the Secretarial Standards as prescribed by the Institute of Company Secretaries of India during the financial year under report.

AUDIT COMMITTEE

The Committee has adopted a Charter for its functioning. The primary'' objective of die Committee is to monitor and provide effective supervision of die Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency'', integrity and quality of financial reporting.

The Committee met six times during the year, 10.04.2023, 20.05.2023, 20.06.2023, 14.08.2023. 14.11.2023. 20.01.2024. The composition, number of meetings held and the attendance of the members at these meetings are as follows:

Name of die member	No. of meetings held	No of meetings attended
Mr. Tamil Daga (Non-Executive Independent Director) Chairman,	6	6
Mr. Archan Sen (Non-Execudve Independent Director) Member.	6	6
Mrs. Shalini Jhawar (Executive Director! Member	6	6

The Beard of Directors have accepted all the recommendations made by the Audit committee NOMINATION AND REMUNERATION COMMITTEE

The Committee has adopted a Charter for its functioning The primary'' objective of die Committee is to monitor and provide effective supervision of the Management to Governance Nomination and Remunerauon Committee has framed a policy for selection and appointment of Directors including determining quaiificadons and independence of a Director Key Managerial Personnel (KMPi Senior Management Personnel and dieir remuneration as part of its charter and other matters provided under Secdon 178(3) of die Companies Act 2013

The Committee met Five Times during the year, 10.04.2023, 20.05.2023.14.08.2023, 14.11.2023,

28.02.2024. The composidon. number of meetings held and the attendance of the members at these meetings are as follows:

Name of the member	No. of meetings held	No of meedngs attended
Mr. Archan Sett iNon-Execudve Independent Director! Chairman	5	5
Mr. Tarun Daga (Non-Execudve Independent Director! Member	5	5
Mr. Vikash Shroff (Non-Execudve Independent Director) Member	5	5

The Committee has adopted a Charter for its functioning. The evaluation of Directors was based on criteria such as participation and contribution in Beard and Committee meetings representation of shareholder interest and enhancing shareholder value experience and expertise to provide feedback and guidance to top management on business strategy governance risk and understanding of the organization''s strategy etc.

The Committee met four times during the year. 10.G4.2023, 30.08.2023, 24.11.2023, 28.02.2024. The composition, number of meetings held and the attendance of the members at these meetings are as follows:

Name of the member	No. of meetings held	No of meetings attended
Mr. Archan Sett (Non-Executive Independent Director) Chairman	4	4
Mr. Tamil Daga (Non-Executive Independent Director) Member	4	4
Mr. Vikash Shroff (Non-Execudve Independent Director) Member	4	4

Meeting; of Independent Directors

During the financial year under review the Independent Director of the company met on March 27.2024 RELATED PARTY TRANSACTIONS

During the financial year 2023-24, your Company has entered into transactions with related parties as defined under Section 2176) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules. 2014. which were in the ordinary course of business and on arms’ length basis and in accordance with the provisions of the Companies Act. 2013. Rules issued thereunder and SEBI (LODRi Reg. 2015. The particulars of every contract or arrangement enter into by the company with related parties referred to in Sub-Section |i| of Section 1SS of die Companies Act 2013 including certain arm’s length transactions under third proviso there to have been disclosed in Note No. 39 and Form No. AOC - 2. Your attention is drawn to die Related Party disclosure in Note No. 43 of the Standalone Financial Statements.

During the financial year 2023-24. there were no materially significant related parr/ transactions entered into by the Company, winch may have a potential conflict with the interest of the Company at large.

There were no pecuniary relationship or transaedens entered into by any Independent Director with the Company during die year under review

VIGIL MECHANISM

Approved die revised Vigil Mechanism that provides a formal mechanism for all Directors, employees of the Company to approach die Ethics Chairman of the Audit Committee of die Board and make protective disclosures about die unethical behaviour, actual or suspected fraud or violation of die Code of Conduct (CoC).

The Vigil Mechanism comprises two policies viz., die Whistle Blower Policy'' for Directors & Employees and Whisde Blower Reward & Recognition Policy for Employees.

The Whisde Blower Policy for Directors and Employees is an extension of the CoC that requires every Director or employee to promptly report to the Management any actual or possible violation of the Code or any event wherein he or she becomes aware of that which could affect the business or reputation of the Company.

The Whistle Blower Reward «Sc Recognition Policy for Employees has been implemented in order to encourage employees to genuinely blow the whistle on any misconduct or unethical activity taking place in the Company. Hie disclosures reported are addressed in the management and within the time frames prescribed in the Whistle Blower Policy. Under the Policy, every Director, employee of the Company has an assured access to die Ethics Chairman of die Audit Committee.

AUDITORS Statutory Auditors

M/s G.Basu & Co.. Chartered Accountants.(ICAI Registration No. 301174EI be and are hereby appointed as the Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting of the Company to be held in the year 2027."

The Company has received a Certificate from them to die effect that their appointment, if made, would be as per the requirements specified under Section 141 of the Act and the Rules framed there under for reappointment as Auditors of the Company. The Notes on Accounts read with die Auditors'' Reports are self-explanatory and dierefore. do not call for any furdier comments or explanations.

The Statutory Auditors Report does not contain any qualiiicadon. reservation or adverse remark. The observation of Auditors in the Auditor''s Report is explained, wherever necessary in die appropriate notes of the accounts. Furdier. no Fraud w^ras reported by the auditor of the company.

Secretarial Auditors

Secuon 204 of the Companies Act, 2013 :r.:er- requires every listed Company to annex with its Board''s report, a Secretarial Audit Report given by a Company Secretary in pracdce. in the prescribed form.

The Board of Directors appointed Sent. Neha Poddar, Pracdcing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of die Company for die Financial Year 2023-24 and her report is annexed to this Beard report. In connection, with die auditor observation in the report, it is clarified diat she has conducted the Secretarial Audit of the compliance of the applicable statutory provisions & the adherence to good corporate practice. The Secretarial Audit was conducted in a manner that provided her a reasonable basis for evaluating die corporate conducts/ statutory compliance & expressing her opinion The Beard has also further re-appointed Smt Neha Poddar. as Secretarial Auditor to conduct Secretarial Audit of die Company for Financial Year 2024-24.

Internal Auditor

Your Company has an effective internal control and risk-midgation system, which are constantly assessed and strengdiened with new/revised standard operating, procedures. The company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s Sinharay & Co.. Chattered Accountant Firm. Kolkata (FRN -332294EI The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The audit Committee of the Board of Directors acriveiy review die adequacy and effectiveness of die internal control systems and suggests improvements to strengthen die same. The company has a robust Management Information System, which is an integral part of die control mechanism.

The Audit Committee of the Board of Directors. Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit finding and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant Audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board To maintain its objectivity and independence, The Internal Audit Function reports to the Chairman of the Audit Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

Details of Loans. Guarantees and Investments covered under the provisions of Section 1S6 of the Companies Act. 2013 are given in the note no. ¦**** to the Financial Statements.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read ¦with Proviso under Rulel2( 1) of the Companies (Management and Administration! Rules, 201-1, as amended, the Annual Return is available on the Company''s website at www. trishakti.com

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 197'' 12| of die Companies Act, 2013 read with Rule 5 of die Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. as amended, regarding employees is given in Annexure-V forming pan of the Directors Repon

There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3)iql read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014.

DIRECTORS AND KEY MANAGEMENT PERSONNAL:

The Board of Directors of die Company at its meeting held on 26.08.2024 pursuant to recommendation of Nomination and Remuneration Committee re-appointed Ms. Shalani Jhanwar as Executive Director of the Company for a further period of 3 years widi effect from the date of AGM which is subject to approval of shareholders of die Company and Appointment of Mr Pranav Jhanwar as Executive Director of the Company for a period of 3 years with effect from the date of AGM which is subject to approval ol shareholders of the Company.

Your directors recommend the resolution for reappointment of Ms. Shaiini Jhanwar as Executive Director at die ensuing Annual General Meeting of die company.

Mr Suresh Jhanwar. Managing Director & Chairman, Ms, Shaiini Jhanw^Tar. Executive Director. Mr. Dhruv Jhanwar, Executive Director. Mr. Kami Kumar Ghosh, Chief Financial Officer and Ms. Dipti Jain. Company Secretary are the Key Managerial Personnel of die company.

CODE OF CONDUCT

The Board has laid down a code of conduct for all Board Members and Senior Management of the Company The code of conduct has been posted on the company''s website www.trishakti .com

LISTING AT STOCK EXCHANGE

The Equity shares of the Company continue to be listed on Bombay Stock Exchange Limited and The Calcutta Stock Exchange Ltd hating ISIN No: INE238C01022. The Annual Listing Fees for the year 2024-25 have been paid to The Bombay Stock Exchanges Ltd. and The Calcutta Stock Exchange Ltd.

CEO / CFO CERTIFICATION

The CEO / CFO have certified to the Board of Directors in respect of review of the financial statement and cash flow statement for the year in terms of the requirement of SEBI |LODR| Regulation 2015 with the Stock Exchange.

DEPOSITORY

The Equity shares of the Company is trading permitted only in demateriaiized form, the Company has made the requisite arrangement with National Securities Depository Limited lNSDL) and Central Depository Services (India) Limited iCDSLl to enable investors to hold shares in demateriaiized form. The annual custodial fees for the year 2024--24 have been paid to those Depositories.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provision of section 13413| |m) of die Companies Act. 2013 read with the Rule S(3| of die Companies i Accounts) Rules. 2014 regarding conservation of energy, techno logy absorption and foreign exchange earnings and outgo have been given in the annexure.

AUDITORS’ OBSERVATION:

• The Auditors'' Report for fiscal 2024 does not contain any qualification, reservation or adverse remark The Report is enclosed with the financial statements in this Annual Report

• The Secretarial Auditors’ Report for fiscal 2024 dees not contain any qualification, reservation or adverse remark.

•

• The Secretarial Auditors'' Report is enclosed as Annexure to the Board’s report.

• The Auditor''s certificate confirming compliance with conditions of corporate governance as stipulated under Listing Regulation, for fiscal 2024 is enclosed as Annexure tc the Board''s report.

GENERAL

Your directors state that during Financial Year 2023-2024:

> The Company has not issued any Equity Shares with differential rights as to Dividend. Voting or otherwise.

> The Company has distributed dividend on Equity Share with differential rights as to Dividend, or otherwise.

> The Company has not issued any Sweet Equity Shares during die year.

>• The Company has Sub-divided Equity Share with differential rights as split, having face value Rs. 10/- each to face value Rs 2/-each.

> There are no significant or material orders passed against the Company by the Regulators or Court of Tribunals during the year ended March 31. 2024 which would impact the going concern status of the Company and its future operations.

> No proceedings are pending against the Company under the Insolvency and Bankruptcy Code. 2016

> The Company serviced all die debts & financial commitments as and when they became due and no setdements were entered into with the bankers

Disclosure requirements for certain types of agreements binding listed entities under Regulation 3QA(2| of Listing Regulations:

There are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity as on the date of notification of clause 5A to Para A of Part A of Schedule III of Listing Regulations.

Disclosures ol certain woes of agreements binding listed entities as per clause 5A to para A of pari: A of Schedule Id of SE5I (LODRI Regulations:

During the Financial Year 2023-24, the Company did not enter into any agreement that needs to be disclosed under Clause 5A of paragraph A of Part A of Schedule in of the SEBI Listing Regulations.

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and analysis describing die Company’s objectives, projections, estimates, expectation 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.

ACKNOWLEDGEMENTS

Your directors wish to place on record their appreciation for the continued support and co-operation of the shareholders. Banks, various Regulatory and Government authorities and for die valuable contributions made by employees of the Company.

On behalf of the Board of Directors Trishakti Industries Limited

REGISTERED OFFICE

Godrej Genesis. Sector - V

Salt Lake City

Unit No. 1007. 10*-^ Floor.

Kolkata - 700091 SURESH JHANWAR

Dated: 26* Day of August. 2024. (Managing Director)

(DIN: 00568879)

---

Mar 31, 2023

Your Directors submit herewith their 38th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2023. .

FINANCIAL RESULTS:

The year’s working results after meeting all expenses of operation & management are set out as below:-

1:	This Year 2022-23 Rs. P.		Previous Year 2021-22 Rs. P.
Profit for the year	63.46		61.42
Provision for Income Tax	(15.00)		(10.00)
Deferred Tax	2.77		0.17
Profit after Taxation .	51.23		51,59
Appropriation for Income Tax for earlier year			--
Short Provision for Income Tax for earlier year	1.15		(0.54)
Transfer to General Reserve	( 110.00		( ) 10.00
DIVIDEND paid	(22.28)		(14.85)
Balance brought forward from previous year	693.16		644.69
Other comprehensive Income for the Year, net of tax As per Last Financial Statement	20.68		12.27
Balance at the end of the year :	743.94	j	693.16

PERFORMANCE:

The Company''s performance for the year under review reflected an encouraging growth as compared to the performance of the previous year.

During the year the interest income Rs. 18.99 Lac (Previous Year Rs. 59.46 Lac) and other income was Rs. 0.83 Lac (Previous Year Rs. 7.04Lac). Commission received Rs. 340.46 Lac (Previous year Rs, 2.83 Lac) Profit on sale of Fixed Assests Rs. 1.86 Lac (Previous year Rs. Nil Lac). Keyman Insurance (Maturity Refund) Rs. Nil Lac (Previous year Rs, 63.45 Lac) . Profit on sale of Investments Rs. 5.722 Lac (Previous year Rs, Mill Lac). Difference Dealing in Shares Rs, 7.35 Lac (Previous year Rs, 3.19 Lac). Derivative Income Rs. Nil Lac (Previous year Rs. 11,87 Lac). Dividend Received Rs, 15.78 Lac (Previous year Rs, 4.16 Lac). Sales of Shares Rs. 1570.08 Lac (Previous year Rs. 2627.46 Lac)

TRANSFER TO RESERVES

We propose to transfer Rs. 10.00 Lac to the General Reserve. An amount of Rs. 10.00 Lac is proposed to be retained in the profit and loss account.

EXTERNAL ENVIRONMENT

GLOBAL ECONOMIC OUTLOOK \

Although forecast in the Global growth to fall from 4.4 Percent in 2022 to 2.8 percent in 2023—. The global economy has begun to improve, but the recovery will be weak, according to the OECD’s latest Economic Outlook . The Economic Outlook projects a moderation of global GDP growth from 3.3% in 2022 to 2.7% in 2023 . A Survey by the IMF staff usually published twice a year. It presents IMF staff economists'' analyses of global economic developments during the near and medium term. Chapters give an overview as well as more detailed analysis of the world economy; consider issues affecting industrial countries, developing countries, and economies in transition to market; and address topics of pressing current interest. The Russia’s war of aggression against Ukraine continues to overshadow the world economy. Despite recent signs of improvement, recovery over the next two years is expected to be moderate. The outlook remains fragile and downside risks predominate. High uncertainty generated by the war could take a heavy toil on activity. Trade tensions are high and could worsen. Concerns about financial vulnerabilities have risen, including in financial institutions, housing markets and low-income countries. While headline inflation has started declining, it remains elevated and could persist longer "

OUTLOOK FOR INDIA

Financial Year 2022-23 saw India emerge as a bright spark even as advanced and emerging economies grappled with uncertainty and slower growth.

In a world that is more interconnected than ever before, ai! countries are getting impacted by what’s happening in other countries. The uncertainty caused by the evolving global scenario is weighing heavily on the outlook for economies across the globe. Amidst this, the Indian economy remains a bright spot and has positioned itself to grow at 7 per cent in 2022-23, making it the fastest growing major economy in the world for third time in a row.

India is also set to act as an important contributor of global economic recovery in the current year. The international Monetary Fund (IMF) expects emerging economies to account for four-fifth of global growth this year, with India alone expected to play the role of a global growth engine and contribute more than 15 per cent. The stable growth of the Indian economy is aided by sustained government capital expenditure, deleveraging of the corporate sector, lower gross non-performing assets in the banking sector, and moderation in commodity prices.

Further, a clutch of high frequency indicators have also been posting robust performance in recent months. GST collections have remained healthy in the current fiscal so far, registering an average run rate of ''1.49 lakh crore (Apr-Jan) as compared to ’1.20 lakh crore in the same period last year. FMl manufacturing has continued to stay in the expansionary zone for nineteen continuous months. Bank credit growth has been growing upwards of 15 per cent since August 2022. On the services front, air passenger traffic has gained momentum, while services PMI has also inched higher.

The corporate sector performance for 2000 odd non-finandal listed companies (ex oil & gas), the third quarter shows a slowdown in topline growth, and a marginal improvement in the net margins due to tapering off of commodity prices from their recent highs.

To support the ongoing growth momentum. Union Budget 2023-24 stuck a commendable balance between growth and fiscal consolidation. Particularly noteworthy is the Government’s announcement of enhancing the capital expenditure outlay by "10 lakh crores, an increase of 33 per cent from last year’s print. This amounts to 3.3 per cent of India’s GDP and will immensely bolster economic growth and employment through a multiplier effect.

The capex boost has been complimented by a concerted push towards digitisation, which has boosted the productivity levels in the economy, India today has made its own success modeis in the space of digitization, which it is offering to the world. The Unified Payments Interface (UPI) is a perfect example of technology boosting financial inclusion in the country and among its peers. Recently, India’s UPI and Singapore''s Pay Now got integrated, which would enable faster remittances between two countries at a competitive rate.

Strong macro-economic fundamentals, therefore, combined with reform-oriented approach of the Government are building India''s economic growth trajectory. However, despite the resilience shown by the Indian economy, there are certain risks hovering on the horizon. Inflation, which emerged as a big challenge post the geo-political conflict between Russia and Ukraine, has averaged 6.8 per cent between April-January FY23 as compared to 5.3 per cent in the same period last year. It has remained above the RBI’s upper tolerance band of 2-6 per cent for most parts of the year except in the two lone months of November-December 2022. The core inflation too, has remained sticky at around 6 per cent, which is likely to be the key monitorable from RBI''s monetary policy trajectory point of view going forward. To fend off the inflationary pressures, RBJ on its part has so far raised the key repo rate by a cumulative 250 basis points to take it to 6.5 per cent, The central bank has indicated that it will remain vigilant, monitor every incoming information and data, and act appropriately to maintain price stability in the interest of strengthening medium-term growth.

HUMAN RESOURCES DEVELOPMENT

As every industry globally is being re-shaped by digital technologies, individuals are transforming themselves to stay relevant and succeed in a digital world. The focus of the Company has been to leverage digital re-imagination to drive growth and efficiency of business models, products and services, business processes as well as the workplace. This helps deliver a superior experience to every key stakeholder, viz. customers, employees, investors and the community.

The Company has been certified as the Small Scale Industries. This award is in recognition of the Company''s talent strategy, workforce planning, on-boarding, training & development, performance management, leadership development, career & succession management, compensation & benefits as well as Company culture.

CORPORATE SOCIAL RESPONSIBILITY

The Company''s vision is to be a global benchmark in value creation and corporate citizenship and the Company’s long-term Corporate Social Responsibility (CSR) objective, is to improve the quality of life of the communities through long-term value creation for all stakeholders. The Company has been a pioneer in various CSR initiatives. We continue to remain focussed on improving the quality of life and engaging communities through health, education, sports and infrastructure development, During the last three years.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. The Board met Twenty one times during the year, the details of which are given in the Corporate Governance Report, that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEB1 (LODR) Regulation 2015

SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse back grounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The policy on appointment and removal of Directors and determining Directors'' independence is annexed to this report.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulation 2015.

PUBLIC DEFOSITES

During the financial year 2022-23, your Company has not accepted any deposits within the meaning of section (s) 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of Principal or Interest was outstanding as on date of the Balance Sheet.

OUTLOOK ON OPPORTUNITIES:

The Company expects good business performance as a Commission Agent of various foreign :Company for participate the Global Tender on behalf of them (Foreign Company) as Indian Agent and made Agreement with them (Foreign Company) for few years and witness tremendous growth and will continue.

Particulars of the Foreign Company and Business Agreements with them as Indian Agent.

(i) A manufacturing Company which is based on Indonesia he, M/s PT SERVOTECH INDONESIA participates in the tender with Oil & Natural Gas Corporation Ltd (ONGC) for Immediate Supply SRP Surface Unit, Drill Pipe, Drill Collar. Where our Company will be acting as a Commission Agent.

(ii) A USA based Company M/s Command Tubular Products LLC , Add- 550,400 - 5^th Ave SW , Texas , USA , participates in the tender with Oil & Natural Gas Corporation Ltd. for 3D Seismic Data Acquisition in KG Basin during Field Season 2021-22 & 2022-23. Where our Company will be acting as a Commission Agent.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external agencies, the reviews performed by Management and the relevant Board Committees, the Board, with the concurrence of the Audit Committee, is of the opinion that the Company’s internal financial controls were adequate and effective as on 31^st March, 2023. ,

Accordingly, pursuant to Section 134(5) of the Companies Act,2013 the Board of Directors to the best of their knowledge and ability confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed aJongwith proper explanation relating to material departures;

b) that we have 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;

c) that proper and sufficient care has been taken for 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;

d) that the annual accounts have been prepared on a going concern basis;

e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively;

And

Those proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

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BOARD DIVERSITY

The company recognises and embraces the important of a diverse Board in its success. Wc believe that a truly diverse Board will leverage differences in thought perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age and gender, which will help us in retaining our competitive advantage. Your Board comprises of expects in the field of finance, law, corporate governance, management and leader ship skills and also has a Women Director on the Board.

INTERNAL COMPLAINTS COMMITTEE

The Company has in place a policy on prevention of Sexual Harassment at Work place in a line with the requirements of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and Rule framed there under.

During the period no Sexual Harassment complaints were received by the internal complaints committee established under the policy for prohibition, prevention and redressal Sexual Harassment of women at workshop of the company.

COMPLIANCE OF SECRETARIAL STANDARDS

The company complies with all the applicable secretarial standards.

AUDIT COMMITTEE

The Committee has adopted a Charter for its functioning .The primaiy objective of the Committee is to monitor and provide effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting,

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The Committee met nine times during the year, 09.04.2022, 11.05.2022, 06.06.2022, 10.08.2022, 10.10.2022, 14.11.2022, 12.12.2022, 11.02.2023, 28.02.2023 the details of which are given in the Corporate Governance Report that, forms part of this Annual Report. The Committee is comprised of Mr. Tarun Daga (Non-Executive Independent Director) Chairman, Mr. Archan Sett (Non-Executive Independent Director) Member. Mrs. Shalini Jhanwar (Executive Director) Member,

NOMINATION AMD REMUNERATION COMMITTEE

The Committee has adopted a Charter for its functioning .The primary objective of the Committee is to monitor and provide effective supervision of the Management to Governance Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director Key Managerial Personnel (KMP) Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act 2013

The Committee met Five Times during the year, 09.04.2022, 11.05*2022, 05,06.2022, 10,08,2022, 05.12.2022, and also details of which are given in the Corporate Governance Report that forms part of this Annual Report* As of the date of this report, the Committee is comprised of Mr, Archan Sett (Non-Executive Independent Director) Chairman, Mr, Tarun Daga (Non-Executivc Independent Director) Member, Mr* Vikash Shraf (Non-Executive Independent Director) Member.

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STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee has adopted a Charter for its functioning .The evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings representation of shareholder interest and enhancing shareholder value experience and expertise to provide feedback and guidance to top management on business strategy governance risk and understanding of the organization’s strategy etc.

The Committee met two times during the year, 09.04.2022 ₃ 28.02,2023 the details of which are given in the Corporate Governance Report that forms part of this Annual Report. As of the date of this report, the Committee is comprised of Mr. Archan Sett (Non-Executive Independent Director) Chairman, Mr.Tarun Daga (Non-Exccutive Independent Director) Member. Mr. Vikash Shraf (Non-Executive Independent Director) Member.

INTERNAL FINANCIAL CONTROL

The Company has an internal financial control, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board*

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries* Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board,

RELATED PARTY TRANSACTIONS

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements*

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement In Form AOC 2 form part of the report.

; VIGIL MECHANISM

Approved the revised Vigil Mechanism that provides a formal mechanism for all Directors, employees of the Company to approach the Ethics Chairman of the Audit Committee of the ^: Board and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the Code of Conduct (CoC).

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The Vigil Mechanism comprises two policies viz., the Whistle Blower Policy for Directors & Employees and Whistle Blower Reward & Recognition Policy for Employees.

The Whistle Blower Policy for Directors and Employees is an extension of the CoC that requires every Director or employee to promptly report to the Management any actual or possible violation of the Code or any even t wherein he or she becomes aware of that which could affect the business or reputation of the Company.

The Whistle Blower Reward & Recognition Policy for Employees has been implemented in order to encourage employees to genuinely blow the whistle on any misconduct or unethical activity taking place in the Company. The disclosures reported are addressed in the management and within the time frames prescribed in the Whistle Blower Policy. Under the Policy, every Director, employee of the Company has an assured access to the Ethics

Chairman of the Audit Committee.

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PREVENTION OF SEXUAL HARASSMENT (POSH)

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision if sexual Harassment of Women at workplace (Prevention, Prohibition, and Redressal) Act, 2013 (POSH Actjand Rules framed thereunder.

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company does not have a formal Anti Sexual Harassment policy in place but has adequate measures including checks and corrections in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the period ended 31^st March, 2023:

No. of Complaints received: NIL No. of Complaints disposed off: NIL

RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which it operates.

A key factor in determining a Company''s capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a Company''s operating environment and they emerge on a regular basis. The Company''s Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

The Board of Directors has constituted a Risk Management Committee. The Committee has adopted a Charter that outlines the role, responsibilities and power of the Committee and the procedure for organising the meeting of the Committee.

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The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management, The Committee reviews the risk management practices and actions deployed by the Management with respect to identification, impact assessment, monitoring, mitigation and reporting of key risks while trying to achieve its business objectives.

Further, the Committee endeavours to assist the Board in framing, implementing and monitoring the risk management plan for the Company and reviewing and guiding the risk policy. The Committee also guides Management in developing the risk management policy and in implementing an appropriate risk management system/framework for the Company.

To have better focus on governance, the Company constituted Management Committee viz., the Risk Review Committee to identify, assess, review and mitigate risks, The Committee comprises the Managing Director, Executive Director (Finance & Corporate), Managing Director & Chief Executive Officer and other management personnel as its Members. This Committee has the priroaiy responsibility of implementing the Risk Management Policy of the Company and achieving the stated objective of developing a risk intelligent culture that supports decision making and helps improve Company performance,

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AUDITORS Statutory Auditors

The terms of M/s G.Basu & Co,, Chartered Accountants,(ICA1 Registration No. 301174E) 3 Chcwranghee Approach, Kolkata-700072, as the statutory auditor of the Company for a period of 5 Financial years .As per provision of the Section 139 and 141 of the Companies Act 2013, read with Companies (Accounts) Rules 2014 and in accordance with Regulation 33 of Listing Regulation, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of of the Institute of Chartered Accountants of India , As statutory Auditors of the Company for another term of Four Financial Years, Le. from 2023 - 24, 2024 - 25, 2025 - 26, 2026 - 27.

The observation of Auditors in the Auditor''s Report are explain, wherever necessary in the appropriate notes of the accounts. Further, no Fraud was reported by the auditor of the company.

Secretarial Auditors

Section 204 of the Companies Act, 2013 inter-cilia requires every listed Company to annex with its Board''s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board of Directors appointed Sint. Neha Poddar, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2022-23 and her report is annexed to this Board report. In connection, with the auditor observation in the report, it is clarified that she has conducted the Secretarial Audit of the compliance of the applicable statutory provisions & the adherence to good corporate practice. The Secretarial Audit was conducted in a manner that provided her a reasonable

basis for evaluating the corporate conducts/statutory compliance & expressing her opinion. The Board has also further re-appointed Smt. Neha Poddar, as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2023-24.

Internal Auditor

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating, procedures. The company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s Sinharay & Co., Chattered Accountant Firm, Kolkata (FRN - 332294E). The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The audit Committee of the Board of Directors actively review the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same, The company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit finding and corrective actions taken. Audit plays a key role in providing assurance .to the Board of Directors. Significant Audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain Its objectivity and independence, The Internal Audit Function reports to the Chairman of the Audit Committee.

Extract of the Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of Companies Act, 2013 and rules thereto is annexed to this report.

DIRECTORS AND KEY MANAGEMENT PER3QNNAL:

In accordance with the Articles of Association of the Company Sri Siddharths Chopra retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

There is no Change in any Directors and Key Management Personal except Mrs Dipti Goenka who was appointed as Company Secretary and Compliance Officer of the Company in place of Mrs. Nandini Dhaxnidharka who resigned on 05''12-2022

CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulation 2015 with the Stock Exchange, we have complied with the recommendation of the committee on corporate governance constituted by the Securities and Exchange Board of India (SEBI). For fiscal year 2023, the compliance report is provided in the Corporate Governance Report section of this annual report. The Company secretary''s Certificate on compliance with the mandatoiy recommendations of the committee in Annexed to this report..

We have documented our internal policies corporate governance. In line with the committee’s recommendations, the management''s discussion and analysis of the financial

position of the Company is provided m this Annual Report and is incorporated hereby reference. We continue our practice of providing a report on our compliance with corporate governance for the benefit our shareholders,

CODE OF CONDUCT

The Board has laid down a code of conduct for all Board Members and Senior Management of the Company, The code of conduct has been posted on the Company''s Website.

LISTING AT STOCK EXCHANGE

The Equity shares of the Company continue to be listed on Bombay Stock Exchange Limited and The Calcutta Stock Exchange Ltd. The annual listing fees for the year 2023-24 have been paid to The Bombay Stock Exchanges Ltd. and The Calcutta Stock Exchange Ltd.

CEO / CFO CERTIFICATION

The CEO/CFO have certified to the Board of Directors in respect of review of the financial statement and cash flow statement for the year in terms of the requirement of SEBI (LODR) Regulation 2015 with the Stock Exchange, . .

DEPOSITORY

The Equity shares of the Company is trading permitted only in dematerialized form, the Company has made the requisite arrangement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable investors to hold shares in dematerialized form. The annual custodial fees for the year 2023-24 have been paid to those Depositories.

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ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provision of section 134(3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo have been given in the annexure,

AUDITORS* OBSERVATION:

• The Auditors'' Report for fiscal 2023 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

• The Secretarial Auditors'' Report for fiscal 2023 does not contain any qualification, reservation or adverse remark.

• The Secretarial Auditors'' Report is enclosed as Annexure to the Board''s report..

¦ The Auditor''s certificate confirming compliance with conditions of corporate

governance as stipulated under Listing Regulation, for fiscal 2023 is enclosed as Annexure to the Board''s report.

COMPANY POLICIES UNDER PANDEMIC SITUATION

¹ . * '' - : ^r During the Pandemic situation of COVID 19, the company has decided to implement “Work

from Home Policies" for the ease of employees and to adhere with the Government Policies time to time.

. • '' ¦ . ¹ , * , “ *

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EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31st March 2023 made under the provisions of Section 92(3) of the Act is attached as Annexure III to this report.

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GENERAL

Your Directors state that during Financial Year 2022 - 23 :

t -

> The Company has not issued any Equity Shares with differential rights as to Dividend, Voting or otherwise,

> The Company has distributed dividend on Equity Share with differential rights as to Dividend, or otherwise.

> The Company has not issued any Sweet Equity Shares during the year,

> There are no significant or material orders passed against the Company by the Regulators or Court of Tribunals during the year ended March 31, 2023 which would impact the going concern status of the Company and its future operations.

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CAUTIONARY STATEMENT

r- . T ... * ¦ ~ ^m ii * !¦

Statements in this Directors* Report and Management Discussion and analysis describing the Company’s objectives, projections, estimates, expectation 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.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continued support and cooperation of the shareholders, Banks, various Regulatory and Government authorities and for the valuable contributions made by employees of the Company.

On behalf of the Board of Directors Trishakti Electronics and Industries Limited

REGISTERED OFFICE

Godrej Genesis, Sector - V

Salt Lake City ^

Unit No. 1007, 10* Floor, ,

Kolkata - 700091 SURESHJHANWAR

Dated: 14^th Day of August, 2023. (Managing Director)

(DIN: 00568879)

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Mar 31, 2014

Dear Members,

The Directors submit herewith their 29th Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The year''s working results after meeting all expenses of operation & management are set out as below:-

This Year Previous Year Rs. P. Rs. P.

Profit for the year 4080201 4060491.00

Provision for

Income Tax (777000) (775000.00)

Deferred Tax (1263000) 1289000.00

Profit after Taxation 2040201 4574491

Appropriation for Income Tax for earlier year 26817 (149029)

Transfer to General Reserve 408000 915000

Balance brought forward from previous year 40337758 35912296

Balance at the end of the year: 42404775 40337758

PERFORMANCE:

The Company s performance for the year under review reflected an encouraging growth as compared to the performance of the previous year.

During the year the interest income Rs. 4966581/- (Previous Year Rs. 5554933/-), Crane Hire Charges Rs. 9272462/- (Previous Year Rs. 11396281/-), (Loss) / Profit on Sale of Investment Rs. Nil (Previous Year Rs. 466603/-), Crane Mobilization Charges Rs. 80000/- (Previous Year Rs. 50000/-) and other income was Rs. 548685/- (Previous Year Rs. 356144/-). Commission received Rs 2342704/- (Previous year Rs. 527077/-).

OUTLOOK ON OPPERTUNITTES:

The company expects good business performance as a Commission Agent of various foreign company for participate the Global Tender on behalf of them (Foreign Company) as Indian Agent and made Agreement with them (Foreign Company) for few years and witness tremendous growth and will continue.

Particulars of the Foreign Company and Business Agreements with them as Indian Agent.

(A) A consortium company which is based on Abu Dhabi i.e. M/s Abu Dhabi Ship Building with a Spain based company M/s Rodman Polyship participates in the tender with Oil & Natural Gas Corporation Ltd (ONGC) for Immediate Support Vessel (ISV) construction of 23 Nos. vessels. Where our company will be acting as a Commission Agent.

(B) A China based company M/s China Oilfield Services Ltd. (COSL) participates in the tender with Oil & Natural Gas Corporation Ltd. for 3D Seismic Data Acquisition in KG Basin during Field Season 2014-15 and 2015-16. Where our company will be acting as a Commission Agent.

(C) A China based company M/s Sichuan World-Rise Petroleum Equipment Corporation participates in the tender with Oil & Natural Gas Corporation Ltd (ONGC) for Heavy Weight Drill Pipes (HWDP) supply. Where our company will be acting as a Commission Agent.

(D) A China based company M/s Petro Materials (Cangzhou) Co., Ltd., participates in the tender with Oil India Limited (OIL) for Drill Collar supply. Where our company will be acting as a Commission Agent.

(E) A China based company M/s Jiangsu Rutong Petro-Machinery Co., Ltd., participates in the tender with Oil & Natural Gas Corporation Ltd (ONGC) for Handling Tools supply. Where our company will be acting as a Commission Agent.

(F) A China based company M/s Zhongnan Equipment Company Ltd., participates in the tender with Oil & Natural Gas Corporation Ltd (ONGC) for SRP Accessories supply. Where our company will be acting as a Commission Agent.

EMPLOYEES:

None of the employees are covered by the provisions contained in section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and therefore this information has not been furnished as a part of this report.

DIRECTORS RESPONSIBILITIES STATEMENT:

Pursuant to section 217(2AA) of Companies Act. 1956, the directors confirm the following in respect of the audited annual accounts for the year ended 31st March. 2014:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) That the directors have selected such accounting policies and applied them consistently and made Judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2014 and the Profit of the company for the period ended 31st March, 2014.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

In accordance with the Articles of Association of the company Sri. Sagarmal Jhanwar retire at the ensuing Annual General Meeting and being eligible offers himself for re-election.

DIVIDEND:

In view of conversation of resources, no dividend is being recommended.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, we have complied with the recommendation of the committee on corporate governance constituted by the Securities and Exchange Board of India (SEBI). For fiscal year 2014, the compliance report is provided in the Corporate Governance Report section of this annual report. The company secretary''s Certificate on compliance with the mandatory recommendations of the committee in Annexed to this report.

We have documented our internal policies corporate governance. In line with the committee''s recommendations, the management s discussion and analysis of the financial position of the company is provided in this Annual Report and is incorporated hereby reference. We continue our practice of providing a report on our compliance with corporate governance for the benefit our shareholders.

SECRETARIAL COMPLIANCE CERTIFICATE

As a stipulated U/s 383A of the Companies Act 1956 as amended by companies (Amendment) Act 2008, a secretarial compliance certificate from M/s MR & Associates, a practicing whole time Company Secretary is Annexed herewith.

CODE OF CONDUCT

The Board has laid down a code of conduct for all Board Members and Senior Management of the company. The code of conduct has been posted on the Company''s Website.

LISTING AT STOCK EXCHANGE

The Equity shares of the company continue to be listed on Bombay Stock Exchange Limited and Calcutta stock exchange Ltd. The annual listing fees for the year 2014-15 have been paid to only The Bombay Stock Exchanges Ltd.

CEO / CFO CERTIFICATION

The CEO/CFO have certified to the Board of Directors in respect of review of the financial statement and cash flow statement for the year in terms of the requirement of Clause 49(V) of the Listing Agreement with the Stock Exchange.

DEPOSITARY

The Equity shares of the Company is trading permitted only in dematerialized form, the company has made the requisite arrangement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable investors to hold shares in dematerialized form.

The annual custodial fees for the year 2014-15 have been paid to those Depositories.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provision of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo have been given in the annexure.

AUDITORS'' OBSERVATION:

Auditors'' observations are self explanatory and need not required any further clarifications.

AUDITORS:

The Auditors, M/S. Dangi Jain & Company Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointment.

ACKNOWLSDGEMENTS

Your Directors wish to place on record their appreciation for the continued support and co-operation of the shareholders, Banks various Regulatory and Government authorities and for the valuable contributions made by employees of the company.

REGISTERED OFFICE 2, Clive Ghat Street Room No. 8 & 9, 2nd Floor, RAMESH JHANWAR Dated. 30 Day of May, 2014. Director

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Mar 31, 2012

The Directors submit herewith their 27th Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The year's working results after meeting all expenses of operation & management are set out as below:-

This Year Previous Year Rs._P. Rs._P.

Profile for the year 6838429 46,05,312 Provision for

Income Tax (1400000) (850,000)

Deferred Tax (4614000) (469,000)

Profit after Taxation 824429 3286312

Appropriation for Income Tax for earlier year (43196) (358697)

Adjustment for Fringe Benefit Tax for earlier year Nil (33462)

Transfer to General Reserve (165000) (650000)

Balance brought forward from previous year 22523063 20279090

Balance at the end of the year: 35912296 22523063

PERFORMANCE :

The Company's performance for the year under review reflected an encouraging growth as compared to the performance of the previous year.

During the year the sales Rs. Nil (Previous year Rs. 12777919.76) interest income Rs. 3449325/- (Previous Year Rs. 1574403/-), Crane Hire Charges Rs. 16610493/- (Previous Year Rs. 10959322.71), Profit-on Sale of Investment Rs. 699929/- (Previous Year Rs. 3397081.78), Dividend Rs. 30000/- (Previous Year Rs. 46217/-) Crane Mobilization Charges Rs. 270000/- (Previous Year Rs. 15000/-) and other income was Rs. 59911/- (Previous Year Rs. 144713.04).

OUTLOOK ON OPPERTUNITIES:

The company expects good business performance as a Commission Agent of various foreign company

for participate the Global Tender on behalf of them (Foreign Company) as Indian Agent and made

Agreement with them (Foreign Company) for few years and witness tremendous growth and will

continue.

Particulars of the Foreign Company and Business Agreements with them as Indian Agent.

(A) A consortium company which is based on Abu Dhabi i.e. M/s Abu Dhabi Ship Building wi-th a Spain based company M/s Rodman Polyship participates in the tender with Oil & Natural Gas Corporation Ltd (ONGC) for Immediate Support Vessel (ISV) construction of 23 Nos. vessels.

- Where our company will be acting as a Commission Agent. ADSB got a contract for 9 vessels, where our company will be acting as a Commission Agent @ 0.5% of the contract value.

(B) A consortium company which is based on Abu Dhabi i.e. M/s Abu Dhabi Ship Building with a Spain based company M/s Rodman Polyship participates in the tender with Ministry of Home

1 Affairs (MHA) for Fast Patrol Boat construction of 150 Nos. vessels. Where our company will be

acting as a Commission Agent. .

(C) A Russia based company M/s Largeo Limited participates in the tender with Oil & Natural Gas Corporation Ltd (ONGC), Oil India Limited (OIL), Gas Authority of India Limited (GAIL), Gujarat State Petronet Limited (GSPL) and Reliance Industries Limited (RIL) for seismic data processing & interpretation centre. Where our company will be acting as a Commission Agent.

(D) A China based company M/s Shanghaiguan Shipbuilding Industry Co. Ltd., participates in the tender with Shipping Corporation of India Limited (SCI) for Capasize Bulk Carrier. Where our company will be acting as a Commission Agent

(E) A Kazakhstan based company M/s Geo Energi Group LLP participates in the tender with : ONGC, OIL, GAIL, GSPL and RIL for 2D & 3D Seismic Survey in Shallow Water. Where our j company will be acting as a Commission Agent. 4.

(F) A Russia based company M/s JSC Laboratory of Regional Geodynamics Limited (LARGE) J participates in the tender with ONGC, OIL, GAIL, GSPL and RIL for 2D & 3D Seismic Survey in ' Shallow and Deep Water. Where our company will be acting as a Commission Agent.

(G) A Romania based company M/s Confind SRL participates in the tender with ONGC for Drilling Tools Supply. Where our company will be acting as a Commission Agent. ;

(H) A Turkey based company M/s Derinsu Underwater Engineering participates in the tender j with ONGC for Airborne Magnetic Data Survey & also Met Ocean Data. Where our company

1 will be acting as a Commission Agent.

(I) A China based company M/s Zhongcheng Machinery Manufacturing Co., Ltd of Bohai Petroleum Equipment participates in the tender with ONGC for Pumps & Spare Parts. Where our company will be acting as a Commission Agent.

(J) A China based company M/s New Century Machinery Manufacturing Co. participates in the tender with ONGC for Pumps & Spare Parts. Where our company will be acting as a Commission Agent. '

(7 A based'tiOffipaflyM/s Bergen Group Stipbuildmg ASparticipates in the tender wivu <

Indian Navy for 2 Nos. of DSV. Where our company will be acting as a Commission Agent.

(L) A Spain based company M/s Factorias Vulcano participates in the tender with Oil & Natural Gas Corporation Ltd. for Multi Support Vessel (MSV) construction. Where our company will be acting as a Commission Agent.

EMPLOYEES :

None of the employees are covered by the provisions contained in section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and therefore this information has not been furnished as a part of this report.

DIRECTORS RESPONSIBILITIES STATEMENT :

Pursuant to section 217(2 A A) of Companies Act, 1956, the directors confirm the following in respect of the audited annual accounts for the year ended 31st March, 2012 :

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) That the directors have selected such accounting policies and applied them consistently and made Judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2012 and the Profit of the company for the period ended 31st March, 2012.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

DIRECTORS:

In accordance with the Articles of Association of the company Sri Sagarmal Jhanwar retire at the ensuing Annual General Meeting and being eligible offers himself for re-election.

In accordance with the Articles of Association of the company Sri Archan Seth retire at the ensuing ' Annual General Meeting and being eligible offers himself for re-election.

DIVIDEND:

In view of conversation of resources, no dividend is being recommended.

CORPORATE GOVERNANCE :

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange we have complied with the recommendation of the committee on corporate governance constituted by the Securities and Exchange Board of India (SEBI). For fiscal year 2012, the compliance report is provided in the Corporate Governance Report section of this annual report. The company secretary's Certificate on compliance with the mandatory recommendations of the committee in Annexed to this report.

We have documented our internal policies corporate governance. In line with the committee's recommendations, the management's discussion and analysis of the financial position of the company is provided in this Annual Report and is incorporated hereby reference. We continue our practice of providing a report on our compliance with corporate governance for the benefit our shareholders.

SECRETARIAL COMPLIANCE CERTIFICATE

As a stipulated U/s 383A of the Companies Act 1956 as amended by companies (Amendment) Act 2008, a secretarial compliance certificate from M/s MR & Associates, a practicing whole time Company Secretary is Annexed herewith.

COPE OF CONDUCT

The Board has laid down a code of conduct for all Board Members and Senior Management of the company. The code of conduct has been posted on the Company's Website.

LISTING AT STOCK EXCHANGE

The Equity shares of the company continue to be listed on Bombay Stock Exchange Limited and Calcutta stock exchange Ltd. The annual listing fees for the year 2012-13 have been paid to those stock exchanges.

CEO / CFO CERTIFICATION

The CEO/CFO have certified to the Board of Directors in respect of review of the financial statement and cash flow statement for the year in terms of the requirement of Clause 49(V) of the Listing Agreement with the Stock Exchange. -

DEPOSITARY

The Equity shares of the Company is trading permitted only in dematerialized form, the company has made the requisite arrangement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable investors to hold shares in dematerialized form. The annual custodial fees for the year 2012-13 have been paid to those Depositories.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Information in accordance with the provision of section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo have been given in the annexure. -

AUDITORS OBSERVATION:

Auditors' observations are self explanatory and need not required any further clarifications. AUDITORS:

The Auditors, M/S. Dangi Jain & Company Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointment.

ACKNOWLSDGEMENTS

Your Directors wish to place on record their appreciation for the continued support and co-operation of the shareholders, Banks various Regulatory and Government authorities and for the valuable contributions made by employees of the company.

Registered Office : By Order of the Board of Directors

2, Clive Ghat Street, _

Room No. 8 & 9,2nd Floor, Kolkata-700 001. .

Dated: 31st day of July ,2012 (RAMESH JHANWAR)

Director

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Mar 31, 2010

The Directors submit herewith their 25 Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The years working results after meeting all expenses of operation & management are set out as below:-

This Year Previous Year Rs. P. Rs. P

Profit/(Loss) for the year 18,779,949.68 (19,695,396.93)

Provision for Income Tax (3,200,000.00) (2,500,000.00)

Wealth Tax - (6,900.00)

Fringe Benefit Tax - (142,000.00)

Deferred Tax 732,000.00 5,297,000.00

Profit/(Loss) after Taxation 16,311,949.68 (17,047,296.93)

Adjustment for earlier year (147,369.00) 219,535.00

Transfer to General Reserve (3,300,000.00) (3,000,000.00)

Proposed Dividend - (2,970,600.00)

Tax on Proposed Dividend - (504,853.00)

Balance brought forward from previous year 7,414,508.87 30,717,723.80

Balance Carried to Balance Sheet: 20,279,089.55 7,414,508.87

PERFORMANCE:

The Companys performance for the year under review reflected an encouraging growth as compared to the performance of the previous year.

During the year the sales Rs. 3,16,11,100.35 (Previous year Rs. 10,84,302.35) interest income Rs. 8,46,144/- (Previous Year Rs. 4,76,248/-), Crane Hire Charges Rs. 2,37,54,001.29 (Previous Year Rs. 2,48,49,472.95), Profit on Sale of Investment Rs. Nil (Previous Year Rs. 49,73,455.48), commission received Rs. 16,09,067.79 (Previous Year Rs. 11,75,905.92) and other income was Rs. 39,270.33 (Previous Year Rs. 37,37,800/-).

OUTLOOK ON OPPERTUNITIES:

The company expects good business performance as a Commission Agent of various foreign company for participate the Global Tender on behalf of them (Foreign Company) as Indian Agent and made Agreement with them (Foreign Company) for few years and witness tremendous growth and will continue.

Particulars of the Foreign Company and Business Agreements with them as Indian Agent.

(A) A Singapore based company M/s Strategic Marine (S) P,te Ltd participates in the tender with Oil & Natural Gas Corporation Ltd (ONGC) for Diving Support Vessel (DSV) construction and also participate in the tender with Indian Navy for 2 Nos. of DSV. Where our company will be acting as a Commission Agent.

(B) A Russia based company M/s Largeo Limited participates in the tender with Oil & Natural Gas Corporation Ltd (ONGC), Oil India Limited. (OIL), Gas Authority of India Limited (GAIL), Gujarat State Petronet Limited (GSPL) and Reliance Industries Limited (RIL) for seismic data processing & interpretation centre. Where our company will be acting as a Commission Agent.

(C) A China based company M/s Shanghaiguan Shipbuilding Industry Co. Ltd., participates in the tender with Shipping Corporation of India Limited (SCI) for ship building and ship repair. Where our company will be acting as a Commission Agent.

(D) A China based company M/s Yuexin Ship Industry Co., Ltd. participates in the tender with Oil & Natural Gas Corporation Ltd (ONGC) for Diving Support Vessel (DSV) construction. Where our company will be acting as a Commission Agent.

(E) A Kazakhstan based company M/s Geo Energi Group LLP participates in the tender with ONGC, OIL, GAIL, GSPL and RIL for 2D & 3D Seismic Survey in Shallow Water. Where our company will be acting as a Commission Agent.

(F) A Russia based company M/s JSC Laboratory of Regional Geodynamics Limited (LARGE) participates in the tender with ONGC, OIL, GAIL, GSPL and RIL for 2D & 3D Seismic Survey in Shallow and Deep Water. Where our company will be acting as a Commission Agent.

(G) A Romania based company M/s Confind SRL participates in the tender with ONGC for Drilling Tools Supply. Where our company will be acting as a Commission Agent.

(H) A Turkey based company M/s Derinsu Underwater Engineering participates in the tender with ONGC for Airborne Magnetic Data Survey & also Met Ocean Data. Where our company will be acting as a Commission Agent.

(I) A China based company M/s Zhongcheng Machinery Manufacturing Co., Ltd of Bohai Petroleum Equipment participates in the tender with ONGC for Pumps & Spare Parts. Where our company will be acting as a Commission Agent.

(J) A China based company M/s New Century Machinery Manufacturing Co. participates in the tender with ONGC for Pumps & Spare Parts. Where our company will be acting as a Commission Agent.

(K) A Norway based company M/s Bergen Group Shipbuilding AS participates in the tender with Indian Navy for 2 Nos. of DSV. Where our company will be acting as a Commission Agent.

EMPLOYEES:

None of the employees are covered by the provisions contained in section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and therefore this information has not been furnished as a part of this report.

DIRECTORS RESPONSIBILITIES STATEMENT:

Pursuant to section 217(2AA) of Companies Act, 1956, the directors confirm the following in respect of the audited annual accounts for the year ended 31st March, 2010 :

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) That the directors have selected such accounting policies and applied them consistently and made Judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2010 and the Profit of the company for the period ended 31st March, 2010.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis. DIRECTORS:

In accordance with the Articles of Association of the company Sri Ramesh Jhanwar retire at the ensuing Annual General Meeting and being eligible offers himself for re-election.

In accordance with the Articles of Association of the company Sri Tarun Daga retire at the ensuing Annual General Meeting and being eligible offers himself for re-election.

DIVIDEND:

In view of conversation of resources, no dividend is being recommended.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange we have complied with the recommendation of the committee on corporate governance constituted by the Securities and Exchange Board of India (SEBI). For fiscal year 2010, the compliance report is provided in the Corporate Governance Report section of this annual report. The company secretarys Certificate on compliance with the mandatory recommendations of the committee in Annexed to this report.

We have documented our internal policies corporate governance. In line with the committees recommendations, the managements discussion and analysis of the financial position of the company is provided in this Annual Report and is incorporated hereby reference. We continue our practice of providing a report on our compliance with corporate governance for the benefit our shareholders.

SECRETARIAL COMPLIANCE CERTIFICATE

As a stipulated U/s 383A of the Companies Act 1956 as amended by companies (Amendment) Act 2008, a secretarial compliance certificate from M/s MR & Associates, a practicing whole time Company Secretary is Annexed herewith.

CODE OF CONDUCT

The Board has laid down a code of conduct for all Board Members and Senior Management of the company. The code of conduct has been posted on the Companys Website.

LISTING AT STOCK EXCHANGE

The Equity shares of the company continue to be listed on Bombay Stock Exchange Limited ,The Calcutta stock exchange Association Ltd. The annual listing fees for the year 2010-11 have been paid to those stock exchanges.

CEO / CFO CERTIFICATION

The CEO/CFO have certified to the board of Directors in respect of review of the financial statement and cash flow statement for the year in terms of the requirement of Clause 49(V) of the Listing Agreement with the Stock Exchange.

DEPOSITARY

The Equity shares of the Company is trading permitted only in dematerialized form, the company has made the requisite arrangement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable investors to hold shares in dematerialized form. The annual custodial fees for the year 2010-11 have been paid to those Depositories.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provision of section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo have been given in the annexure.

AUDITORS OBSERVATION:

Auditors observations are self explanatory and need not required any further clarifications.

AUDITORS:

The Auditors, M/S. Dangi Jain & Company Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their ehgibility and willingness to accept office, if re- appointment.

ACKNOWLDGEMENTS

Your Directors wish to place on record their appreciation for the continued support and co-operation of the shareholders, Banks various Regulatory and Government authorities and for the valuable contributions made by employees of the company.

REGISTERED OFFICE

2, Clive Ghat Street

Room No. 8 & 9, 2nd Floor,

Kolkata-700001 RAMESH JHANWAR

Dated: 01st Day of September, 2010. Director