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 17th 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 wwwt. 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 31st 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 wras reported by the auditor of the company.
Secretarial Auditors
Secuon 204 of the Companies Act, 2013 :r.:er-<ilia 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. Ý**** to the Financial Statements.
ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 read Ýwith 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 JhanwTar. 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)
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