Trishakti Electronics & Industries Ltd

TO THE SHAREHOLDERS:

Your Directors submit herewith their 25th Annual Report together with the AuditedAccounts of the company for the year ended 31^st March, 2010.

FINANCIAL RESULTS:

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

PERFORMANCE:

The Company's performance for the year under review reflected an encouraging growth ascompared 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) interestincome 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 foreigncompany for participate the Global Tender on behalf of them (Foreign Company) as IndianAgent and made Agreement with them (Foreign Company) for few years and witness tremendousgrowth 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 thetender 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. Whereour 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 IndiaLimited (GAIL), Gujarat State Petronet Limited (GSPL) and Reliance Industries Limited(RIL) for seismic data processing & interpretation centre. Where our company will beacting as a Commission Agent.

(C) A China based company M/s Shanghaiguan Shipbuilding Industry Co. Ltd., participatesin the tender with Shipping Corporation of India Limited (SCI) for ship building and shiprepair. 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 tenderwith 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 withONGC, OIL, GAIL, GSPL and RIL for 2D & 3D Seismic Survey in Shallow Water. Where ourcompany 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 SeismicSurvey 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 forDrilling Tools Supply. Where our company will be acting as a Commission Agent.

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

(I) A China based company M/s Zhongcheng Machinery Manufacturing Co., Ltd of BohaiPetroleum 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 inthe tender with ONGC for Pumps & Spare Parts. Where our company will be acting as aCommission Agent.

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

EMPLOYEES:

None of the employees are covered by the provisions contained in section 217(2A) of theCompanies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 andtherefore 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 thefollowing in respect of the audited annual accounts for the year ended 31^stMarch, 2010 :

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

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

iii) That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of the Act for safeguardingthe 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 retireat 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 atthe 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 compliedwith the recommendation of the committee on corporate governance constituted by theSecurities and Exchange Board of India (SEBI). For fiscal year 2010, the compliance reportis provided in the Corporate Governance Report section of this annual report. The companysecretary's Certificate on compliance with the mandatory recommendations of the committeein Annexed to this report.

We have documented our internal policies corporate governance. In line with thecommittee's recommendations, the management's discussion and analysis of the financialposition of the company is provided in this Annual Report and is incorporated herebyreference. We continue our practice of providing a report on our compliance with corporategovernance 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 practicingwhole time Company Secretary is Annexed herewith.

CODE OF CONDUCT

The Board has laid down a code of conduct for all Board Members and Senior Managementof 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,The Calcutta stock exchange Association Ltd. The annual listing fees for the year 2010-11have been paid to those stock exchanges.

CEO / CFO CERTIFICATION

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

DEPOSITARY

The Equity shares of the Company is trading permitted only in dematerialized form, thecompany has made the requisite arrangement with National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL) to enable investors to holdshares in dematerialized form. The annual custodial fees for the year 2010-11 have beenpaid 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 ofDirectors) Rules, 1988 regarding conservation of energy, technology absorption and foreignexchange earnings and outgo have been given in the annexure.

AUDITORS' OBSERVATION:

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

AUDITORS:

The Auditors, M/S. Dangi Jain & Company Chartered Accountants, retire at theensuing Annual General Meeting and have confirmed their eligibility and willingness toaccept office, if reappointment.

ACKNOWLEDGEMENTS

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

REGISTERED OFFICE

2, Clive Ghat Street

Room No. 8 & 9, 2^nd Floor,

Annexure to Directors' Report

Particulars required under the Companies (Disclosures in the Board of Directors) Rules1988.

ANNEXURE A

Registers as maintained by the Company

• Register of member u/s. 150

• Index of member u/s. 151

• Register of transfer

• Books of Accounts u/s. 209

• Register of Directors, Managing Director & Secretary u/s. 303

• Register of Directors shareholding u/s. 307

• Minute Book of Directors & Members u/s. 193

• Register of Contracts u/s.301

• Register of Directors Attendance

ANNEXURE B

Forms and Returns as filed by the Company with Registrar of Companies, RegionalDirector Central Government or other authorities during the financial year ended 31^stMarch, 2010.