trishakti electronics industries ltd share price Directors report


TO THE SHAREHOLDERS:

Your Directors submit herewith their 37th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2022.

FINANCIAL RESULTS:

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

(All Amount in Rs. In Lac, unless other wish stated)

This Year 2021-22 Rs. P. Previous Year 2020-21 Rs. P.
Profit for the year 61.42 20.75
Provision for Income Tax (10.00) (4.0)
Deferred Tax 0.17 0.23
Profit after Taxation 51.59 16.98
Appropriation for Income Tax for earlier year
Short Provision for Income Tax for earlier year (0.54) (0.06)
Transfer to General Reserve (+)10.00 (+)2.50
DIVIDEND paid (14.85)
Balance brought forward from previous year 644.69 563.10
Other comprehensive Income for the Year, net of tax As per Last Financial Statement 12.27 63.29
Balance at the end of the year : 693.16 644.69

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 interest income Rs. 59.46 Lac (Previous Year Rs. 76.89 Lac) and other income was Rs. 7.04 Lac (Previous Year Rs. 1.47 Lac). Commission received Rs. 2.83 Lac (Previous year Rs. Nil Lac) Consultancy Fees Rs. Nil Lac (Previous year Rs. 7.28 Lac). Keyman Insurance (Maturity Refund) Rs. 63.45 Lac (Previous year Rs. Nil Lac) . Difference Dealing in Shares Rs. 3.19 Lac (Previous year Rs. Nil Lac). Derivative Income Rs. 11.87 Lac (Previous year Rs. 1.00 Lac). Dividend Received Rs. 4.16 Lac (Previous year Rs. Nil Lac). Sales of Shares Rs. 2627.46 Lac (Previous year Rs. Nil 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 slowdown in the Global growth is expected to moderate from 5.9 in 2021 to 4.4 percent in 2022—half a percentage point lower for 2022 than in the October World Economic Outlook (WEO), largely reflecting forecast mark downs in the two largest economies. A revised assumption removing the Build Back Better fiscal policy package from the baseline, earlier withdrawal of monetary accommodation, and continued supply shortages produced a downward 1.2 percentage-points revision for the United States. In China, pandemic-induced disruptions related to the zero-tolerance, However Due to the COVID-19 pandemic, the International Monetary Fund has projected policy and protracted financial stress among property developers have induced a 0.8 percentage-point downgrade. Global growth is expected to slow to 3.8 percent in 2023.

OUTLOOK FOR INDIA

Financial Year 2021-22 saw India emerge as a bright spark even as advanced and emerging economies grappled with uncertainty and slower growth. Economic growth in India peaked in the fiscal at GDP grew by 5.4% during October-December 2021 (Q3 FY2021-22), slower than we had earlier estimated (figure 1). Growth in the July-September quarter was revised up to 8.4%, which explains the fading recovery in the subsequent quarter. The uneven (modest, at best) recovery in a few sectors, especially agricultural, manufacturing, and contact-intensive services sectors, weighed on the overall growth.

On the expenditure front, although festive demand and reduced infections boosted private consumption, growth momentum slowed compared to previous quarters (figure 1). Slower- than-expected demand growth and lower capacity utilization weighed on the momentum in gross fixed capital formation growth. Even government expenditure declined this quarter. However, exports maintained a strong momentum, pushing the overall growth upward.

The Indian economy is in the midst of significant structural change and is expected to embark on a sustained economic growth cycle. According to World Bank, India is set to be the worlds fastest growing major economy in the Financial Year 2021-22 at grow at 8.3- 8.8% and gradually strong growth of more than 7.5% and 6.5% in the next two fiscal years. This will likely mean that the baton for the fastest-growing emerging country will be passed on from China to India in the coming years. However, this economic growth will depend on steady implementation of reforms aimed to improve productivity and competitiveness. Government initiatives like Make in India will stimulate manufacturing growth while its focus on infrastructure should revive the investment cycle. This should help India grow while being fiscally prudent. States are also expected to play a key part in GDP to be growth due to their increased finances via greater share of government taxes, etc.

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 Companys 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 Companys vision is to be a global benchmark in value creation and corporate citizenship and the Companys 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 focused 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 SEBI (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 DEPOSITS

During the financial year 2020-21, 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 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.

(ii) A USA based Company M/s Command Tubular Products LLC , Add- 550,400 - 5th 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 Companys internal financial controls were adequate and effective as on 31st March 2022.

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 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 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.

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.

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 primary objective of the Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The Committee met twelve times during the year, 04.05.2021, 12.06.2021, 30.06.2021, 14.07.2021, 14.08.2021, 30.08.2021, 30.09.2021, 10.11.2021, 6.012.2021, 16.12.202l 04.02.2022, 14.03.2022 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 AND 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 Six Times during the year, 04.05.2021, 12.06.2021, 26.08.2021, 07.10.2021, 06.12.2021, 14.03.2022 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-Executive Independent Director) Member, Mr. Vikash Shraf (Non-Executive Independent Director) Member.

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 organizations strategy etc.

The Committee met Nil times during the year, 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-Executive 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).

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 event 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.

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 Act)and Rules framed thereunder.

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Companys 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 31st March, 2022:

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 Companys 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 Companys operating environment and they emerge on a regular basis. The Companys 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.

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 St Corporate), Managing Director &Chief Executive Officer and other management personnel as its Members. This Committee has the primary 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.

AUDITORS

Statutory Auditors

The terms of M/s G.Basu & Co., Chartered Accountants,(ICAI Registration No. 301174E) 3 Chowranghee Approach, Kolkata-700072, as the statutory auditor of the Company have completed on 31st March 2022. As per Provision of the Section 139 and 141 of Companies Act 2013, read with Companies (Accounts) Rules 2014 and in accordance with Regulation 33 of Listing Regulation, Subject to approval by the Members, the Board of Directors has recommended the Re-appointed of M/s G.Basu & Co., Chartered Accountants,(ICAI Registration No. 301174E), as statutory Auditors of the Company for another term of Five Financial Years, i.e. from 2022 - 23, 2023 - 24, 2024 - 25, 2025 - 26, 2026 - 27.

The Members attention is drawn to Resolution Proposing the Appointment M/s G. Basu & CO. Chartered Accountants, (ICAI Registration No. 301174E), as statutory auditors of the Company which is included at Item No, - 4 of the Notice convening of AGM.

The observation of Auditors in the Auditors 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-alia requires every listed Company to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board of Directors appointed Smt. Neha Poddar, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2021-22 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 2022-23.

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 companys 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 8s 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 PERSONNEL:

There is no Change in any Directors and Key Management Personal except Mr Dhruv Jhanwar who designation Changed From Non-Executive Director to Executive Director and Mrs Nandini Dhamidharka who was appointed as Company Secretary and Compliance Officer of the Company in place of Rahul Rungta who resigned on 07-10-2021

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 2022, 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 committee s 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.

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 and The Calcutta Stock Exchange Ltd. The annual listing fees for the year 2022-23 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 2022-23 have been paid to those Depositories.

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 2022 does Hot 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 2022 does not contain any qualification, reservation or adverse remark,

• The Secretarial Auditors Report is enclosed as Annexure to the Boards report.

• The Auditors certificate confirming compliance with conditions of corporate governance as stipulated under Listing Regulation, for fiscal 2022 is enclosed as Annexure to the Boards report.

COMPANY POLICIES UNDER PANDEMIC SITUATION

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.

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 2022 made under the provisions of Section 92(3) of the Act is attached as Annexure III to this report.

GENERAL

Your Directors state that during Financial Year 2021 - 22 :

> 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, 2022 which would impact the going concern status of the Company and its future operations.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and analysis describing die Companys 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 the valuable contributions made by employees of the Company.