TO THE SHAREHOLDERS:
Your Directors submit herewith their 33rd Annual Report together with theAudited Accounts of the Company for the year ended 31st March 2018.
The year's working results after meeting all expenses of operation & management areset out as below: -
| || |
(All Amount in Rs. In Lac unless other wish stated)
| ||This Year Rs. P. ||Previous Year Rs. P. |
|Profit for the year ||18.33 ||19.3 |
|Provision for Income Tax ||. (2.63) ||(0.14) |
|Deferred Tax ||(0.17) ||(3.10) |
|Profit after Taxation ||15.53 ||22.54 |
|Appropriation for Income Tax for earlier year ||(0.34) ||0.55 |
|Transfer to General Reserve ||(+)3.85 ||(+J2.52 |
|Balance brought forward from previous year ||541.14 ||512.09 |
|Other comprehensive Income ||7.06 ||- |
|As per Last Financial Statement Add : Movement in OCI(Net) during the year ||(7.14) ||7.06 |
|Balance at the end of the year : ||549.19 ||541.14 |
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 interest income Rs. 58.25 Lac (Previous Year Rs. 58.95 Lac) CraneHire Charges Rs. NIL (Previous Year Rs. 71.75 Lac) and other income was Rs. 1.95 Lac(Previous Year Rs. 7.00 Lac). Commission received Rs. 64.15 Lac (Previous year Rs. 37.67Lac) and Profit on Sale of Fixed Assets Rs. 4.29 Lac (Previous year Rs.NIL)
TRANSFER TO RESERVES
We propose to transfer Rs. 3.85 Lac to the general reserve. An amount of Rs. 2.52 Lacis proposed to be retained in the profit and loss account.
GLOBAL ECONOMIC OUTLOOK
Financial Year 2017-18 witnessed volatile markets as economies around the world foundthemselves at various points in the economic cycle with monetary easing being thepredominant theme across many geographies However growth remained Subdued globally asadverse factor more than offset oil price decline the quantitative easing in Europe andthe growth in South-East Asia- According to the International Monetary Fund the globaleconomy is expected to grow at -3-4% in Financial Year 2017-18. This is due to the factthat slowdown in production in China and Russia is expected to be more than offset byrecovery of the developed economies and growth in South-East Asia. However currencymovements and interest rates continue to be risks for growth in many regions.
Developed economies are expected to grow moderately. After posting stronger and broadergrowth at the end of 2017 the USA is carrying the momentum into 2018^with increasedConsumer spending and trade activity falling unemployment rate and improved investorsentiment. Similarly the Eurozone is improving amidst monetary uncertainty driven by adepreciating Euro and geo-political tensions with Greece Russia and Ukraine in anenvironment of relatively loose monetary policy. While the lower energy prices havehelped improving consumer sentiment the Euro Continued to depreciate against the US$sharply especially after the Swiss national bank removed Swiss Franc's peg to the Euro.The European Commercial Bank (ECB) has exceeded market expectations with announcedexpanded quantitative easing program me which has boosted equity and bond markets.
OUTLOOK FOR INDIA
Financial Year 2017-18/saw India emerge as a bright spark even as advanced and emergingeconomies grappled with uncertainty and slower growth. Economic growth in India peaked inthe second quarter of the fiscal at 9.7% (under new series) but remained moderate in thethird and fourth quarter at around 6.9%. Cyclical macro parameters like inflation currentaccount deficit have improved during the year due to domestic as well as external factors.Indian rupee was one of the best performers in the world registering a 4% decline invalue as against the US$ compared to the rest of the world grappling with devaluation oftheir currencies.
The Indian economy is in the midst of significant structural change and is expected toembark on a sustained economic growth cycle. According to World Bank India is set to bethe world's fastest growing major economy in the Financial Year 2017-18 at 6.9% andgradually move up to 8% in the next two financial years. However this economic growthwill depend on steady implementation of reforms aimed to improve productivity andcompetitiveness. Government initiatives like 'Make in India' will stimulate manufacturinggrowth while its focus on infrastructure should revive the investment cycle. This shouldhelp India grow while being fiscally prudent. States are also expected to play a key partin GDP growth due to their increased finances via greater share of government taxes coalauctions etc.
HUMAN RESOURCES DEVELOPMENT
As every industry globally is being re-shaped by digital technologies individuals aretransforming themselves to stay relevant and succeed in a digital world. The focus of theCompany has been to leverage digital re-imagination to drive growth and efficiency ofbusiness models products and services business processes as well as the workplace. Thishelps deliver a superior experience to every key stakeholder viz. customers employeesinvestors and the community.
The Company has been certified as the Small Scale Industries. This award is inrecognition of the Company's talent strategy workforce planning on-boarding learning& development performance management leadership development career & successionmanagement compensation & benefits as well as Company culture.
CORPORATE SOCIAL RESPONSIBILITY
The Company's vision is to be a global benchmark in value creation and corporatecitizenship and the Company's long-term Corporate Social Responsibility (CSR) objectiveis to improve the quality of life of the communities through long-term value creation forall stakeholders. The Company has been a pioneer in various CSR initiatives. We continueto remain focussed on improving the quality of life and engaging communities throughhealth education sports and infrastructure development. During the last three years.
A calendar of Meetings is prepared and circulated in advance to the Directors. TheBoard met Twenty times during the year the details of which are given in the CorporateGovernance Report that forms part of this Annual Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and the ListingAgreement.
SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA
The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skills and experience for the Board as a whole and itsindividual members with the objective of having a Board with diverse backgrounds andexperience in business government education and public service. Characteristics expectedof all Directors include independence integrity high personal and professional ethicssound business judgment ability to participate constructively in deliberations andwillingness to exercise authority in a collective manner. The policy on appointment andremoval 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 inaccordance with Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013and Clause 49 of the Listing Agreement.
During the financial year 2017-2018 your Company has not accepted any deposits withinthe 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 wasoutstanding as on date of the Balance Sheet.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act 2013 and the applicable Accounting Standards theConsolidated Financial Statement of Trishakti Electronics & Industries Ltd. areprovided in the Annual Report.
OUTLOOK ON OPPORTUNITIES:
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.
(i) A consortium Company which is based on Abu Dhabi i.e. M/s Abu Dhabi Ship Buildingwith 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 23Nos. vessels. Where our Company will be acting as a Commission Agent.
(ii) A China based Company M/s China Oilfield Services Ltd. (COSL) participates in thetender with Oil & Natural Gas Corporation Ltd. for 3D Seismic Data Acquisition in KGBasin during Field Season 2014-15 and 2015-16. Where our Company will be acting as aCommission Agent.
(iii) A China based Company M/s Sichuan World-Rise Petroleum Equipment Corporationparticipates in the tender with Oil & Natural Gas Corporation Ltd (ONGC) for HeavyWeight Drill Pipes (HWDP) supply. Where our Company will be acting as a Commission Agent.
(iv) A China based Company M/s Petro Materials (Cangzhou) Co. Ltd. participates inthe tender with Oil India Limited (OIL) for Drill Collar supply. Where our Company will beacting as a Commission Agent.
(v) A China based Company M/s Jiangsu Rutong Petro-Machinery Co. Ltd. participates inthe tender with Oil & Natural Gas Corporation Ltd (ONGC) for Handling Tools supply.Where our Company will be acting as a Commission Agent.
(vi) A China based Company M/s Zhongnan Equipment Company Ltd. participates in thetender with Oil & Natural Gas Corporation Ltd (ONGC) for SRP Accessories supply. Whereour Company will be acting as a Commission Agent.
(vii) A China based Company M/s WeiFang East Steel Pipe International Trading Co. Ltd.participates in the tender with Oil & Natural Gas Corporation Ltd (ONGC) for ERW LinePipe Oilfield equipment supply. Where our Company will be acting as a Commission Agent.
(viii) A China based Company M/s SINOPEC Oilfield Service Shengli Corporation 258Jinan Rd. Dongying Shandong; P.R. China 257001 participates in the tender with Oil 85Natural Gas Corporation Ltd (ONGC) for Supplied of Charter Hiring of 04 nos. Type IIIDrilling Rigs. Where our Company will be acting as a Commission Agent.
(ix) A China based Company M/s PetroMaterials (Cangzhou) Co. Ltd GongmaoxiaoquQingzhouzhen Qing County Hebei Province 062658 participates in the tender with Oil 8sNatural Gas Corporation Ltd (ONGC) for Supplied of Heavy Weight Drill Pipes Drill Collars8s Drill Pipes. Where our Company will be acting as a Commission Agent
(x) A China based Company M/s Jiangsu Elite Petroleum Technology Co. Ltd. No. 21 EastXinyan Road Shizhuang Huangtu Jiangyin Jiangsu Province China participates in thetender with Oil 85 Natural Gas Corporation Ltd (ONGC) for Supplied of Heavy Weight DrillPipes & Kellys. Where our Company will be acting as a Commission Agent.
(xi) A China based Company M/s Weifang East Steel Pipe International Trading Co. Ltd.28 Chunyuan Road Weicheng District Weifang City Shandong Province China participatesin the tender with Oil 8& Natural Gas Corporation Ltd (ONGC) for Supplied of ERW LinePipes. Where our Company will be acting as a Commission Agent.
(xii) A China based Company M/s Tianjin Huilitong Steel Tube Co. Ltd North LoopIndustrial Park Economic Development Zone Jinghai County Tianjin P.R. of Chinaparticipates in the tender with Oil & Natural Gas Corporation Ltd (ONGC) for Suppliedof ERW Line Pipes. Where our Company will be acting as a Commission Agent.
(xiii) A China based Company M/s Oilman Group Ltd. Oilman Building 1020 999# WangqiaoRoad Pudong Shanghai China participates in the tender with Oil & Natural GasCorporation Ltd (ONGC) for Supplied of EUE Tubular Cross Overs. Where our Company will beacting as a Commission Agent.
(xiv) A China based Company M/s Confind S.R.L. Add: : S.C. CONFIND S.R.L.CAMPINA105600 Str. Progresului Nr. 2 participates in the tender with Oil & Natural GasCorporation Ltd (ONGC) for Supplied of Rotaiy Substitutes & Floating Equipments. Whereour Company will be acting as a Commission Agent.
(xv) A China based Company M/s Qingdao Guangyao Huarun International Trading Co. Ltd.Room EH Floor 22 Sunshine Mansion No. 61 Hongkong Middle Road China participates inthe tender with Oil & Natural Gas Corporation Ltd (ONGC) for Supplied of SRP SurfaceUnits. Where our Company will be acting as a Commission Agent.
(xvi) A China based Company M/s Guizhou Gaofeng Petroleum Machinery Co. Ltd. 22Changling South Road Guangshanhu District Guiyang Guizhou Province People's Republicof China participates in the tender with Oil & Natural Gas Corporation Ltd (ONGC) forSupplied of Stabilizers. Where our Company will be acting as a Commission Agent.
(xvii) A China based Company M/s SJ Petroleum Machinery Co. 1# SJ ROAD BEIJING-434024 participates in the tender with Oil & Natural Gas Corporation Ltd (ONGC) forSupplied of Cementing Units & WSS Units. Where our Company will be acting as aCommission Agent.
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' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls established and maintained by theCompany work performed by the internal statutory cost and secretarial auditors andexternal agencies the reviews performed by Management and the relevant Board Committeesthe Board with the concurrence of the Audit Committee is of the opinion that theCompany's internal financial controls were adequate and effective as on 31stMarch 2017.
Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm:
a) that in the preparation of the annual accounts the applicable accounting standardshave been followed alongwith proper explanation relating to material departures;
b) that we have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 lawswere in place and that such systems were adequate and operating effectively;
Those proper internal financial controls were laid down and that such internalfinancial controls are adequate and were operating effectively.
The company recognizes and embraces the important of a diverse Board in its success. Webelieve that a truly diverse Board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage and gender which will help us in retaining our competitive advantage. Your Boardcomprises of expects in the field of finance law corporate governance management andleader 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 aline with the requirements of the Sexual Harassment of Women at Work place (PreventionProhibition and Redressal) Act 2013 and Rule framed there under.
During the period under review no complaints were received by the Internal ComplaintsCommittee established under the policy for prohibition prevention and redressal of theSexual Harassment of Women at workplace of the Company.
COMPLIANCE OF SECRETARIAL STANDARDS
The company complies with all the applicable secretarial standards.
Our Audit Committee was constituted in the year 2008. The Committee has adopted aCharter for its functioning. The primary objective of the Committee is to monitor andprovide effective supervision of the Management's financial reporting process to ensureaccurate and timely disclosures with the highest levels of transparency integrity andquality of financial reporting.
The Committee met four times during the year the details of which are given in theCorporate Governance Report that forms part of this Annual Report. As of the date of thisreport the Committee is comprised of Mr. Archan Seth (Chairman) Mr. Tarun Daga Mr.Vikash Shroff.
INTERNAL FINANCIAL CONTROL
The Company has an internal financial control commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Charter. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control systems in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
RELATED PARTY TRANSACTIONS
There have been no materially significant related party transactions between theCompany and the Directors the management the subsidiaries or the relatives except forthose disclosed in the financial statements.
Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) along with the justification for entering into such contract orarrangement in Form AOC-2 does not form part of the report.
The Board at its meeting held on 30th June 2017 approved the revisedVigil Mechanism that provides a formal mechanism for all Directors employees of theCompany to approach the Ethics Chairman of the Audit Committee of the Board and makeprotective disclosures about the unethical behaviour actual or suspected fraud orviolation of the Code of Conduct (CoC).
The Vigil Mechanism comprises two policies viz. the Whistle Blower Policy forDirectors & Employees and Whistle Blower Reward & Recognition Policy forEmployees.
The Whistle Blower Policy for Directors and Employees is an extension of the CoC thatrequires eveiy Director or employee to promptly report to the Management any actual orpossible violation of the Code or any event wherein he or she becomes aware of that whichcould affect the business or reputation of the Company.
The Whistle Blower Reward & Recognition Policy for Employees has been implementedin order to encourage employees to genuinely blow the whistle on any misconduct orunethical activity taking place in the Company. The disclosures reported are addressed inthe management and within the time frames prescribed in the Whistle Blower Policy. Underthe Policy every Director employee of the Company has an assured access to the EthicsChairman of the Audit Committee.
The Company is exposed to inherent uncertainties owing to the sectors in which itoperates. A key factor in determining a Company's capacity to create sustainable value isthe risks that the Company is willing to take (at strategic and operational levels) andits ability to manage them effectively. Many risks exist in a Company's operatingenvironment and they emerge on a regular basis. The Company's Risk Management processesfocuses 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 hasadopted a Charter that outlines the role responsibilities and power of the Committee andthe procedure for organising the meeting of the Committee.
The purpose of the Committee is to assist the Board of Directors in fulfilling itsoversight responsibilities with regard to enterprise risk management. The Committeereviews the risk management practices and actions deployed by the Management with respectto identification impact assessment monitoring mitigation and reporting of key riskswhile trying to achieve its business objectives.
Further the Committee endeavours to assist the Board in framing implementing andmonitoring the risk management plan for the Company and reviewing and guiding the riskpolicy. The Committee also guides Management in developing the risk management policy andin implementing an appropriate risk management system/framework for the Company.
To have better focus on governance the Company constituted a Management Committeeviz. the Risk Review Committee to identify assess review and mitigate risks. TheCommittee comprises the Managing Director Executive Director (Finance & Corporate)Managing Director & Chief Executive Officer and other management personnel as itsMembers. This Committee has the primary responsibility of implementing the Risk ManagementPolicy of the Company and achieving the stated objective of developing a risk intelligentculture that supports decision making and helps improve Company performance.
The terms of M/s G.Basu & Co. Chartered Accountants (ICAI Registration No.301174E) 3 Chowranghee Approach Kolkata-700072 who are the statutory auditors of theCompany hold office until the conclusion the ensuing Annual General Meeting and areillegible for Reappointment by Members of the Company at the AGM held on 22ndSeptember 2017 had approved the Appointment of M/S G.Basu & Co. as the StatutoryAuditor for a period of 5 Financial Year i.e. upto March 2022. As per Provision of theSection 139 of Companies Act 2013 there appointment should be ratified by Members eachyear at the AGM. Accordingly requisite resolution form part of the notice convening theAGM.
Section 204 of the Companies Act 2013 inter-alia requires every listed Companyto annex with its Board's report a Secretarial Audit Report given by a Company Secretaryin practice in the prescribed form.
The Board of Directors appointed Smt. Rashmi Jaiswal Practicing Company Secretaries asSecretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2017-18and her report is annexed to this Board report. In connection with the auditorobservation in the report it is clarified that she has conducted the Secretarial Audit ofthe compliance of the applicable statutory provisions & the adherence to goodcorporate practice. The Secretarial Audit was conducted in a manner that provided her areasonable basis for evaluating the corporate conducts/statutory compliance &expressing her opinion. The Board has also appointed Smt. Rashmi Jaiswal as SecretarialAuditor to conduct Secretarial Audit of the Company for Financial Year 2018-19.
Extract of the Annual Return
The details forming part of the extract of the Annual Return in Form MGT 9 as perprovisions of Companies Act 2013 and rules thereto is annexed to this report.
DIRECTORS AND KEY MANAGEMENT PERSONNAL:
In accordance with the Articles of Association of the Company Sri. Archan Seth retiresat the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
In accordance with the Articles of Association of the Company Smt. Venu Jhanwar retiresat the ensuing Annual General Meeting and being eligible offers herself forre-appointment.
In accordance with the provisions of section 152160 and all other applicableprovisions if any of the Companies Act 2013 read with the Companies (Appointment andQualifications of Directors) Rules 2014 Mr. Nikunj Jhanwar (DIN: 08206394) Director isliable to retire by rotation at the forthcoming Annual General Meeting and being eligibleoffer himself for reappointment.
In view of conversation of resources no dividend is being recommended.
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange we havecomplied with the recommendation of the committee on corporate governance constituted bythe Securities and Exchange Board of India (SEBI). For fiscal year 2018 the compliancereport is provided in the Corporate Governance Report section of this annual report. TheCompany secretary's Certificate on compliance with the mandatory recommendations of thecommittee in 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.
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 Limitedand Calcutta stock exchange Ltd. The annual listing fees for the year 2018-19 have beenpaid to The Bombay Stock Exchanges Ltd. and Except The Calcutta Stock Exchange Ltd.
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.
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 2018-19 have beenpaid 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 CompaniesAct 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 regardingconservation of energy technology absorption and foreign exchange earnings and outgo havebeen given in the annexure.
Auditors' observations are self explanatory and need not required any furtherclarifications.
Your Directors wish to place on record their appreciation for the continued support andcooperation of the shareholders Banks various Regulatory and Government authorities andfor the valuable contributions made by employees of the Company.
On behalf of the Board of Directors
Trishakti Electronics and Industries Limited
2 Clive Ghat Street Room No. 8 & 9 2nd Floor
Dated: 30th Day of May 2018.