Name of the Company: - Trident Tools Limited Script Code ... · Name of the Company: - Trident...

To, Dept. of Corporate Services Bombay Stock Exchange Limited P. J. Towers, Dalal Street, Mumbai - 400 001

Name of the Company: - Trident Tools Limited

Script Code: - 531972

Dear Sirs,

Subject: - Revised Annual Report for the Financial Year 2014-15.

With reference to the Subject matter, attached herewith please find Form A and revised Copy of the Annual report of the Company for the Financial Year 2014-15.

We have added the Note No 31 which was missed out inadvertently.

Further, please note that hard copies which have been submitted to you are consisting of the Note No 31.

We request you to kindly take the revised Annual Report in Record and upload the same on Your Website.

FORM A (Pursuant to Clause 31(a) of the Listing Agreement)

1. Name of the Company Trident Tools Limited

2. Annual financial statement for the year ended March 31, 2015

3. Type of Audit observation Unqualified

4. Frequency of observation Not Applicable

5. Signed BY

Mr. Ravi N Gupta (Managing Director)

Mr. Satish K Marathe (Chairman of Audit Committee)

Girish Patel (Auditor of the Company)

Registered office Add :- Survey No. 26, Tembhode Shirgaon Road, Dhansar Village, Palghar, Thane - 401404

TRIDENT TOOLS LTD

Annual Report 2014-15 Page | 1

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COUNTERING CHALLENGES - BUILDING LONG TERM VALUE

The real courage of a company is tested when it is able to counter challenges during turbulent times. The past year has been a difficult one for Trident Tools and the coming period does not look an easy one. Your company had gone in for a massive modernization and expansion program during the last few years and was anticipating the market to keep pace with the past trends; unfortunately it did not go in that way resulting in your company having to face a loss. The management anticipating the difficult times swung into timely action and took several corrective actions including appointment of a new CEO, debt restructuring, etc. With a new professional CEO in place there are new management practices being put in place. In order to cope the impact of these new challenges he have come out with various new initiatives during the past year started and we are confident these will give good results in time to come. A further tightening of processes has enabled the company to become leaner and more agile than ever before. There is now a renewed focus on continuous improvements that will further help us to innovate and achieve even greater efficiencies. We accepted the change in situation and decided to counter it head-on as we were always confident that all the expansions were in the right direction and will ultimately result in building up a lot of value for its shareholders.

THE CHALLENGES THE RESPONSE

Change in Market Scenario Appointment of a New CEO with fresh outlook

Stagnant and de- growth in Demand Entering New Markets E-Commerce Strategy

Pressure in Selling Prices Backward Integration projects implemented Driving efficiency through process improvement

Cash Flow Issues Debt Restructuring

Margins under pressure Backward Integration Innovation in product differentiation

VISION STATEMENT Become a Fully Integrated Company where Together we produce our Raw Material namely Edge Wire and Backing Material which will be converted into Bimetal Strips that will then be used for Manufacturing Bandsaw Blades, Hacksaw Blades, Hole Saws, Reciprocating Saw Blades and Jigsaw Blades thus Facilitating End to End Solutions. MISSION STATEMENT To build shareholder value by delivering quality products to our customers in an innovative and cost effective way. We will realize this mission by setting the highest standards in service, safety and reliability.

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MANAGEMENT & ORGANIZATION STRUCTURE Your company has a lean top management structure supported by a strong middle management with many years of experience in the Cutting Tool industry. The management team has developed the strategy for the combined entity going forward and is highly committed to implement this strategy with a strategic partner. Apart from the current director owners, a strong follow-up management team existing of industry and company experienced professionals has been established in the recent years who is well prepared to drive growth and to take the company to the next level of its development. The company has gradually moved from an owner driven/ controlled to one that is professionally managed and is currently headed by a professional CEO KEY FEATURES FOR YOUR COMPANY Important conditions for further growth and improvement of the market position have been created in recent years and the company is better than ever prepared for the challenges both on a stand-alone-basis as well as platform for a business combination. We list below the salient key features for your company:

Owner Driven Professionally Managed Company High-quality Product Portfolio A Brand that is Fast Gaining High Customer Loyalty Combination of a Unique Degree of Flexibility, an Outstanding Quality and Cost Efficient Production Leverage of High Synergy Potential through Business Combination Strong industry and company experienced follow-up Management Team Well Diversified Multi-channel Sales Structure in Highly Attractive Regions and Different Sectors High Growth Potential both in India and Abroad Leading Supplier to Public Sector Undertakings Some of the Worldwide Best-known Tool Manufacturers Trust Your Company One Stop Shop for Saws Regular New Product Launches Modern and Up To Date Manufacturing Facilities First-class Laboratory Active R & D Department from where New Products are Launched. The Company already has patents for its

Mini-hole Saws and Hacksaw Frames. Only Company in India to manufacture Bimetal Hole Saws Access to Latest Production Laser Technology The Laser Welding Plant for Bimetal Strips is the first in India Manufacturing Bimetal Band saw Blades which has the largest market in the Saws Segment Post installation of the HSS Edge Wire project MAGICUT is now among the elite group of six companies in the

world to have this technology and the first in India Has plans to Service End Customers Directly via E-commerce The only company to offer the complete offer End-to-End solutions for Saw Blades all under one roof

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Narendra R Gupta Chairman & Whole Time Director Has been instrumental in setting up various businesses. Started his career with manufacture of Engine Bearings & gradually expanded to manufacture products such as Diesel Engine Spares, Copper Alloys and Cutting Tools. Has vast experience spanning over four decades in the Industry and has travelled to most parts of the World.

Ravi N Gupta Managing Director & Compliance Officer Started his career with Magicut Tools Ltd and has extensive experience of this industry. After taking over management responsibility has developed various new clients. Instrumental in taking the company forward by adding various new products in the manufacturing line of the company along with all other recent development

Satish Marathe Independent Director He is a Bachelors degree in Commerce & Law. Were formerly the Chairman & Managing Director of United Western Bank and CEO of Jankalyan Bank. He is currently an Advisor to various companies

Suresh V Bhandary Independent Director He is B.Sc. Worked in Indian Army as a Captain before joining Punjab National Bank where he has worked for 35 years. He has had the special distinction of participating in the Indo-Pak war in 1971.

Ranjana P Dmello Woman Director - Independent Director She has diversified exposure to various management practices in areas such as training and development, HR, consulting and soft skills. She is also a prominent voice for women’s role in leadership and the Learning and Development industry

Amarnath Agrawal Chief Executive Officer He is M.Sc Physics Has a Work Experience of more than 45 Years. Has been associated with the Cutting Tools industry since 1973 starting his career with Indian Tools and thereafter joining Miranda Tools in 1984 from where he became CEO in 2003 the company had grown significantly until he retired in 2013. He was instrumental in adding a new range, expanding capacity, new customers, etc.

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Contents Corporate information.................................................................................................................. 7

Letter from the Chairman.............................................................................................................. 8

Director’s Report.......................................................................................................................... 10

Corporate Governance Report.................................................................................................... 38

Code of Conduct Declaration………………………………………………………………………………………………. 51

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification……………………….. 52

Auditor’s Certificate on Corporate Governance......................................................................... 53

Management Discussion & Analysis…………................................................................................. 54

Independent Auditor’s report on Financial statements................................................................... 57

Significant Accounting Polices……………………………………………………………………………………………….. 61

Balance Sheet............................................................................................................................... 64

Profit & Loss Statement........................................................................................................... 65

Cash Flow Statement.................................................................................................................... 66

Notes on Financial Statements.................................................................................................. 68

Notice of Annual General Meeting............................................................................................. 85

Proxy Form…………………………….................................................................................................. 102

Attendance Slip........................................................................................................................ 104

Annual General Meeting Date : September 30, 2015 Time : 03.30 P.M Registered office : Gut No 171, Tembhode Shirgaon Road, Dhansar Village, Palghar– 401404, India Registered Office & Factory

Gut No 171, Tembhode Shirgaon Road Dhansar Village Palghar – 401 404 INDIA

Corporate Office

Hercules Estate, Ashok Nagar A.C. Road, Kandivali East Mumbai – 400 101 INDIA

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Corporate Information

Board of Directors Mr. Narendra R Gupta Mr. Ravi N Gupta Mr. Satish K Marathe Mr. Suresh V Bhandary Ms. Ranjana P Dmello

- Chairman & Whole Time Director - Managing Director & Compliance Officer - Independent Director - Independent Director - Additional Independent Director – Woman

Director

Key Managerial Personnel

Mr. Narendra R Gupta Mr. Ravi N Gupta Mr. Amarnath P Agrawal Ms. Nikita B Bavishi

- Chairman & Whole Time Director - Managing Director & Compliance Officer - Chief Executive Officer - Company Secretary

Committees

Audit Committee Mr. Satish K Marathe Mr. Narendra R. Gupta Mr. Suresh V Bhandary

- Chairman - Member - Member

Nomination and Remuneration Committee

Mr. Suresh V Bhandary Mr. Narendra R Gupta Mr. Satish K Marathe

- Chairman - Member - Member

Stakeholders Relationship Committee

Mr. Satish V Marathe Mr. Suresh K Bhandary Mr. Narendra R Gupta Mr. Ravi N Gupta

- Chairman - Member - Member - Member

Statutory Auditors

Girish Patel & Co. F-103/104, Patel Nagar, M.G.Road, Kandivali (W) Mumbai-400 067

Banker

Punjab National Bank

Registrar & Share Transfer Agent

Sharex Dynamic India Private Limited Unit No. 1, Luthra Ind. Premises, Safed Pool, Andheri-Kurla Road Andheri East, Mumbai – 400 072.

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Letter from the Chairman

Dear Fellow Stakeholders I am writing to you today in the midst of what continues to be a challenging period for the manufacturing sector and specifically for your company. During the last few years your company has made considerable progress and has built today probably the only End-to-End Solutions Company for Saw Blades in the world. Your company has invested substantially in building up capacities, addition of new related products and backward integration projects and all these should have given excellent returns; however that was not to be.

The last twelve months saw the manifestation of several global macro risks that could have a long and deep impact on the world economy that is likely to influence the shape of the economic cycle in the future. The world today is dealing with the cascading impacts the global economy has had to find a course through uncharted waters. After a sustained period of super normal growth in the last two decades, the Chinese economy sharply declined during the last year. Further, a sharp depreciation of many currencies has improved their competitive position and increased exports from these countries. Along with an uncertain external landscape that has resulted in a slowdown of exports for your company there have been lot of challenges back home where the India market has stagnated, there has been an increase of grey market imports, continuous dumping of finished products, in India, depreciation of Euro resulting in cheaper European imports, and so on. In fact over the past few years, the entire sector has been challenged to adapt to this ‘new normal’. All of the above have distorted the old structure and adversely impacted the long-term economic competitiveness. A competitive and efficient domestic industry is a pre-requisite for India to succeed in its industrial vision for ‘Make in India’. Investments in the manufacturing sector are capital intensive and long term in nature, whose economic viability is dependent on the fundamental growth assumptions of the domestic economy. Dealing with a radically altered business landscape, and dramatically increased risk, the management team faced a difficult choice in changing course. As your company focused on these new challenges our business performance was severely impacted – effectively a shortage of liquidity leading to an underutilization of capacity and thereby significantly lower volumes. While this led to a very disappointing business performance for the fiscal, we did achieve significant progress in addressing certain key issues. There was a significant shortage of working capital that negatively impacted our business execution. We understood well that the road ahead is not going to be easy. However with the progress we have made and the work that remains underway we remain confident of achieving long-term sustainability. The challenges we faced were real and immediate and we completed, with the help of our bank, a Debt Restructuring exercise. Your company further appointed a new CEO Mr. Amarnath Agrawal early this year. Mr. Agrawal in his previous job was the CEO of a similar company/market leader namely Miranda Tools an Ashok Piramal group company. When CEO of Miranda Tools, the company grow up significantly under him. Since taking over Trident Tools he has put in place many things and we are sure the company will come back on track soon and get back to the projected growth levels. It is our belief that these are very important steps towards the road to recovery. While our business performance took an enormous hit, we by putting in place these changes are now better prepared to manage today’s challenges and prepare the company to exploit tomorrow’s opportunities and restore the business to a position of strength over the medium term. That apart your company today has conflict between liabilities and business priorities and therefore it has become critical that we re-balance this equation, and we have made liability management our foremost priority and it is important to point out that we made steady progress in other areas. During the coming year there is a desire to reduce loans and increase the share capital for which there is a proposal to convert unsecured loans of the promoters into equity subject to the necessary approvals from Securities and Exchange Board of India (SEBI)/ BSE Limited (BSE). Your company will further try to raise additional equity from some strategic investors or HNI’s to ease the liquidity issue.

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As we enter the new financial year, we are a leaner, more agile and outcome-oriented organization. However, there is more that needs to be done – we have committed ourselves to continuing transformation, reducing net debt, optimally managing liquidity, improving contribution margins, and focusing 100 per cent – each single day – on driving business execution. With a new government at the centre where the focus is on development and industrialization we are hopeful the situation will soon change for the better and when it does your company is sitting ready as it has the required capacities already created and with the production of its own raw material there is limited dependence and huge possibilities. Your company achieved the milestone of becoming the first Indian plant and only the sixth in the world to produce HSS Edge Wire. In spite of facing many challenges your company remained committed to executing its vision of “Become a Fully Integrated Company where Together we produce our Raw Material namely Edge Wire and Backing Material which will be converted into Bimetal Strips that will then be used for Manufacturing Ban saw Blades, Hacksaw Blades, Hole Saws, Reciprocating Saw Blades and Jigsaw Blades thus Facilitating End to End Solutions”. The change in industry scenario is not only in terms of the business landscape, but also in terms of how we do business. The challenges being faced have become the ‘New Normal’ and we strongly believe this changing landscape will give us considerable benefits. As a result of having the complete end to end solutions we have the option to ‘Make vs. Buy’ choices, and resulting in bringing down costs and helping us to create more cost effective solutions for our customers. While independent analysts project challenging times, they are united in their forecast of a strong domestic outlook in the medium to long term. Your company’s management will continue to focus on operational and commercial excellence across all its operations and also leverage its asset footprint to drive customer centricity with its differentiated product portfolio to overcome the market challenges. Looking ahead there is no doubt that we continue to face significant challenges, but am confident in equal measure that we are better prepared than ever before and that we have a strong, sustainable long-term outlook. This journey has demanded extra ordinary patience and understanding from all our stakeholders – our employees, customers, vendors, our shareholder family and, most important, and our domestic lenders. We the Management Team of the Company, and every member of the Magicut family remains grateful for your support and, with it, we are confident of Countering Challenges and Building Long-term Value for all our stakeholders. Thanks & Best Wishes, Narendra R Gupta Chairman

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DIRECTORS’ REPORT The Directors present the Annual Report of your Company together with the audited financial statements for the financial year ended 31st March 2015. FINANCIAL PERFORMANCE The standalone audited financial results for the year ended 31stMarch 2015 are as under:

Particulars For the Year ended 31st March, 2015

For the Year ended 31st March, 2014

Income 546,555,730 632,569,611

Expenditure 630,540,531 577,671,848

Profit/ (Loss) before Depreciation and Tax (83,984,801) 54,897,763

Depreciation 35,274,808 28,331,352

Profit /(Loss) before Tax 119,259,609 26,566,411

Deferred Tax/Current Tax 18,230,365 10736270

Profit/ (Loss) after Tax (137,489,973) 15,830,141

OPERATIONS REVIEW The company achieved revenue from operation of Rs. 546,555,730 and a net loss of Rs. 137,489,973 during 2014-15 against a revenue of Rs. 632,446,338 and net profit of Rs. 15,830,141 for the year 2013-14. The company made a loss after many years of profit can be attributed to decrease in sales value due to change in economic situation and liquidity issues. DEBT RESTRUCTURING PROPOSAL The banker of the Company namely Punjab National Bank has accepted the Debt Restructuring proposal. DIVIDEND In view of losses incurred during the year 2014-15, the Board of Directors does not recommend any dividend for the year under review. TRANSFER TO RESERVES The Company has transferred no Amount to Reserve during the Year. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT There have been no material changes and commitments, if any, affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of report. ANNUAL RETURN The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 in prescribed form MGT-9 for the financial year 2014-15 is attached in Annexure I CHANGE IN THE NATURE OF BUSINESS There has been no change in the nature of business activity during the year under review.

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DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES There have been no Companies which have become Subsidiaries, Joint Ventures or Associate Companies during the year under review. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES There have been no Companies which have been ceased to be its Subsidiary, Joint Venture or Associate Company during the year under review. PUBLIC DEPOSITS Your Company has not accepted any deposits from Public within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made there under. INTERNAL FINANCIAL CONTROL The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. SIGNIFICANT AND MATERIAL ORDERS There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

BOARD MEETINGS The Board of Directors (herein after called as “the Board”) met for Ten number of times during the Year under review on 17th June 2014, 19th June, 2014, 27th June, 2014, 7th August 2014, 14th August 2014, 04th September 2014, 14th November, 2014, 14thJanuary, 2015, 14th February, 2015 and 28th March, 2015 CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONAL Changes in Directors and Key managerial personals are as follows .

Sr. No Name of the Director/Key managerial personal

Particulars Date of Appointment and resignation

1 Ms. Ranjana P Dmello Appointed as Additional Independent Director.

28th March, 2015

RE-APPOINTMENT OF THE INDEPENDENT DIRECTORS As per section 149 of the Companies Act, 2013 (“the Act”), the Company should have at least one third of the total number of Directors as Independent Directors on the Board of the Company. An Independent Director shall hold office for a term of up to five consecutive years on the Board of a Company but shall be eligible for re – appointment on passing of a special resolution by the company and no Independent Director shall hold office for more than two consecutive terms. Mr. Suresh V Bhandary and Mr. Satish K Marathe were appointed as an Independent Directors on 30th September, 2014 according to the provision of section 149 of the Companies Act, 2013 any other applicable provisions of the Companies Act, 2013 for the period of one year and their tenure comes to an end on 30/09/2015. In accordance with the provisions of Section 149 read with Schedule IV to the Act, re- appointment of an Independent Directors requires special approval of members. Based on the recommendation of the Human Resources, Nomination and Remuneration Committee, the Board of Directors have proposed that Mr. Suresh V Bhandary and Mr. Satish K Marathe to be re- appointed as an Independent Directors of the Company. The appointment of Mr. Suresh V Bhandary and Mr. Satish K Marathe shall be effective upon approval by the members in the Meeting. The Company has received notice in writing under section 160 of the Companies Act, 2013 as required by law, along with the deposit of Rs. 1, 00,000 from Mr. Suresh V Bhandary and Mr. Satish K Marathe signifying their candidature for the position of Independent Director of the Company.

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DECLARATION BY INDEPENDENT DIRECTORS Mr. Satish K Marathe, Mr. Suresh V Bhandary and Ms. Ranjana P Dmello are the Independent Directors on the Board of the Company. The Company has received the declaration from all the Independent Directors confirming that they meet the criteria as set out in the provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges. COMMITTEES OF BOARD Nomination and Remuneration Committee In Compliance with Section 178 of the Companies Act, 2013 and as per Clause 49 of the amended Listing Agreement being effective from 1st October 2014, your Company has re-constituted a Nomination and Remuneration Committee consisting of 3 Directors. The Composition of the Committee is as under:

Name of Directors Designation in Committee Nature of Directorship

Mr. Suresh V Bhandary Chairman Non-Executive & Independent Mr. Narendra R Gupta Member Whole Time Director Mr. Satish K Marathe Member Non-Executive & Independent

The Board in consultation with the Nomination and Remuneration Committee formulated the Nomination and Remuneration Policy on Nomination and Remuneration of Directors, Key managerial Personnel and Senior Management including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 and the policy formulated by the Committee is attached herewith in Annexure II. Audit Committee The composition of Audit Committee is as follows:

Name of Directors Designation in Committee Nature of Directorship Mr. Satish K Marathe Chairman Non-Executive & Independent Mr. Narendra R Gupta Member Whole Time Director Mr. Suresh V Bhandary Member Non-Executive & Independent

All the recommendations made by the audit committee were accepted by the Board. Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 and the Listing Agreement entered into by the company with the Stock Exchanges. Stakeholders Relationship Committee – (Constituted As Shareholders / Investors’ Grievances & Share Transfer Committee) As Companies Act, 2013 (‘the Act’) have come into force w.e.f. April 01, 2014; pursuant to Section 178 of the Act, your Company has re-constituted Shareholders / Investors Grievances & Share Transfer Committee to “Stakeholders Relationship Committee”. The objective of the Committee is to look after various stakeholders’ grievances and speedy disposal of the same. Company has constituted a Shareholders’/Investors’ Grievance Committee. The committee is formed to specifically look into the redressal of shareholder and investor complaints.

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The composition of the committee is as follows:

Name of Director Designation in Committee Nature of Directorship Mr. Satish K Marathe Chairman Non-Executive & Independent Mr. Suresh V Bhandary Member Whole Time Director Mr. Narendra R Gupta Member Non-Executive & Independent Mr. Ravi N Gupta Member Managing Director

THE VIGIL MECHANISM The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Vigil Mechanism / Whistle Blower Policy has been uploaded on the Company’s Website i.e www.magicuttools.com CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR) The Formation of CSR committee is not applicable to our Company hence Company has not constituted CSR committee PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report. However the Company was not required to pass special resolution as the Loans advanced and investments made in accordance with the said provisions has not exceeded the limits as specified in the provision: PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES The Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and clause 49 of the Listing Agreement specifies the requirement for approval of the Board and/or the Members, as and when applicable in related party transactions in relation to contracts/arrangements. During the year under review the Company has not entered into related party transactions as per the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in Form AOC-2 is not required. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters, Key Managerial Personnel or other designated persons that may have a potential conflict with the interest of the Company. The Company has formulated a related party transactions policy and the same is displayed on the website of the company. RISK MANAGEMENT Risk management is the identification, assessment, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Risk management’s objective is to assure uncertainty does not deflect the endeavor from the business goals. The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures. A risk management committee consisting of senior executives of the Company periodically reviews these procedures to ensure that executives’ management controls risk through means of a properly defined framework. A senior independent director is associated with the committee. The Company has framed the risk

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assessment and minimization procedure, which is periodically reviewed by the Board. The risk management policy is displayed on the website of the Company. ANNUAL EVALUATION BY THE BOARD OFITS OWN PERFORMANCE ANDTHAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on Code of conduct for Independent Directors, a comprehensive exercise for evaluation of the performances of every individual director, of the Board as a whole and its Committees and of the Chairperson of the Company has been carried by your company during the year under review as per the evaluation criteria approved by the Board and based on guidelines given in Schedule IV to the Companies Act, 2013. For the purpose of carrying out performance evaluation exercise, four types of Evaluation forms were devised in which the evaluating authority has allotted to the individual Director, the Board as a whole, its Committees and the Chairperson appropriate rating as Excellent, Very Good, Good or Satisfactory depending upon the performance. Such evaluation exercise has been carried out

(i) of Independent Directors by the Board (ii) of Non-Independent Directors by all the Independent Directors in separate meeting held for the

purpose (iii) of the Board as a whole and its Committees by all the Independent Directors in their separate

meeting. (iv) of the Chairperson of your Company by the Independent Directors in their separate meeting, after

taking into account the views of the Executive/Non-Executive Directors (v) of individual Directors by the Nomination and Remuneration Committee (vi) of the Board by itself

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose. AUDITORS M/s. Girish Patel & Co., Statutory Auditors of your Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Auditors have given their consent in writing and have furnished a certificate to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 139(1) and that they meet with the criteria prescribed under section 141 of the Companies Act, 2013. Yours Directors recommend their re-appointment in the ensuing Annual General Meeting. SECRETARIAL AUDITOR Your Company has appointed M/s. Ankit Sethi & Associates as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013 for conducing secretarial audit of Company for the financial year 2014 – 15. M/s. Ankit Sethi & Associates have issue there Audit report is attached in Annexure III. QUALIFICATION GIVEN BY THE AUDITORS Neither a secretarial audit nor auditors have given any qualification, reservation or adverse remark or disclaimer in their report. EQUITY SHARES WITH DIFFERENTIAL RIGHTS / EMPLOYEES’ STOCK OPTION PLAN / SWEAT EQUITY SHARES The Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2014-2015 The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2014-2015

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DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONAL The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure IV to the Board's report PARTICULARS OF EMPLOYEES None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to sub-section (5) of Section 134 read with section 134(3) (c) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with

proper explanation relating to material departures; (b) the directors had 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) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and (e) the Directors have laid down internal financial controls to be followed by the company and that such internal

financial controls are adequate and were operating effectively; and (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report. MANAGEMENT DISCUSSION AND ANALYSIS The detailed Management Discussion and Analysis Report for the Financial Year 2014-15, as per the requirements of Clause 49 of the Listing Agreement, is given in a separate section forming part of the Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A] Conservation of Energy and Technology Absorption: Company has taken effective steps at every stage to reduce energy consumption and conserve energy in all phases of operation. Your Company has been continuously upgrading facilities in order to minimize power consumption, maximizing on power factors at its manufacturing locations. Information as per Section 134 of the Companies Act, 2013 read with Companies (Account) Rules, 2013 is annexed as Annexure ‘V’.

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(B) Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as follows. Foreign Exchange Earning: - Nil Foreign Exchange out Flow

Description 2014-15 2013-14 Capital Goods 45,062,500 141,845,502 Raw material 111,600,710 81102278 Travelling Expenditure 1,238,540 2,667,528

CODE OF CONDUCT Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. LISTING The Company has listed its shares on The Bombay Stock Exchange Ltd. & National Stock Exchange of India Ltd. The Company is regular in payment of Listing Fees. Website Links

Sr. no Particulars Website Links 1 Familiarization programs for Independent Directors http://www.magicuttools.com/download.html 2 Policy for determining ‘material’ subsidiaries http://www.magicuttools.com/download.html 3 Policy on dealing with Related Party Transactions http://www.magicuttools.com/download.html

GREEN INITIATIVE BY THE MINISTRY OF CORPORATE AFFAIRS

The Ministry of Corporate Affairs (‘MCA’) has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to members after considering relevant provisions of the Information Technology Act, 2000 and Companies Act, 2013 and rules made thereunder (‘the Act’). Pursuant to provisions of Act, service of documents to members can be made by electronic mode on the email address provided for the purpose of communication. If a member has not registered an email address, other permitted modes of service would continue to be applicable. Your Company sincerely appreciates shareholders who have contributed towards furtherance of Green Initiative. We further appeal to other shareholders to contribute towards furtherance of Green Initiative by opting for electronic communication. This initiative will ease the burden on corporate (and the environment) of sending physical documents such as notices, annual reports etc. The members who have not provided their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted mode of service of documents. Further the shareholders, who request for physical copies, will be provided the same at no additional cost to them. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices.

TRIDENT TOOLS LTD


The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place an Anti-Sexual Harassment Policy 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, trainees) are covered under this policy The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15 • Number of complaints received: NIL • Number of complaints disposed off: NIL ACKNOWLEDGEMENT

Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board

________________________

Narendra R Gupta DIN- 00535619

Chairman and Whole time Director

Date : 02/09/2015 Place : Mumbai

TRIDENT TOOLS LTD


Annexure’s to Directors Report Annexure I

EXTRACT OF ANNUAL RETURN As on financial year ended 31.03.2015

[Pursuant to Section 92(3) of the Companies act, 2013 read with [The Companies (Management and Administration) Rules, 2014] FORM NO. MGT-9

A.REGISTRATION AND OTHER DETAILS: CIN:- L29220MH1982PLC027046 Registration Date: 29/04/1882 Name of the Company: Trident Tools Ltd Category / Sub-Category of the Company Hardware and Cutting Tools production Address of the Registered office and contact details: Survey no. 26, Tembhode Shirgaon Road, Dhansar Village,

Palghar, thane -401404

Whether listed company Yes Name, Address and Contact details of Registrar and Transfer Agent, if any

Sharex Dynamic India Private Limited Unit No. 1, Luthra Ind. Premises, Safed Pool, Andheri-Kurla Road Andheri East, Mumbai – 400 072. Contact details 28515606

B. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

Sr. No.

Name and Description of main products / services

NIC Code of the Product/ service% to total turnover of

the company

% to total turnover of the company

a. Selling of Hardware and Cutting Tools 25939 100% C. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and address of the company CIN/GLN Holding/Subsidiary/

Associate % of shares held

N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A

TRIDENT TOOLS LTD


D. SHARE HOLDING PATTERN i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year 01/04/2014

No. of Shares held at the end of the year 31/03/2015

% Change during the year

Demat Physical Total % of

Total Shares

Demat Physical Total % of Total Shares

A. PROMOTER'S (1). INDIAN (a). Individual 3819580 0 3819580 56.586 8274580 495000 8769580 62.461 5.875 (b). Central Govt. (c). State Govt(s). 0 0 0 0 0 0 0 (d). Bodies Corp. 0 0 0 2340000 0 2340000 16.667 16.667 (e). FIINS / BANKS. 0 0 0 0 0 0 0

(f). Any Other 0 0 0

Sub-total (A) (1):- 3819580 0 3819580 56.586 10614580 495000 11109580 79.128 22.542

(2). FOREIGN

(a). Individual NRI / For Ind

0 0 0 0 0 0 0

(b). Other Individual (c). Bodies Corporates 0 0 0 0 0 0 0

(d). Banks / FII 0 0 0 0 0 0 0 (e). Qualified Foreign Investor 0 0 0 0 0 0 0

(f). Any Other Specify 0 0 0 0 0 0 0

Sub-total (A) (2):- 0 0 0 0 0 0 0 0 0

Total shareholding of Promoter (A) = (A)(1)+(A)(2)

3819580 0 3819580 56.586 10614580 495000 11109580 79.128 22.542

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(B) (1). PUBLIC SHAREHOLDING

(a). Mutual Funds 0 0 0 0 0 0 0 (b). Banks / FI 0 0 0 0 0 0 0 (c). Central Govt. (d). State Govt. 0 0 0 0 0 0 0 (e). Venture Capital Funds 0 0 0 0 0 0 0

(f). Insurance Companies 0 0 0 0 0 0 0

(g). FIIs 0 0 0 0 0 0 0 (h). Foreign Venture Capital Funds 0 0 0 0 0 0 0

(i). Others (specify) 0 0 0 0 0 0 0

Sub-total (B)(1):- 0 0 0 0 0 0 0 0 0

2. Non-Institutions

(a). BODIES CORP. (i). Indian 2228172 10000 2238172 33.158 2279881 10000 2289881 16.31 -16.848 (ii). Overseas (b). Individuals (i) Individual shareholders holding nominal share capital upto Rs.1 lakh

205789 349200 554989 8.222 213865 341300 555165 3.954 -4.268

(ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh

135159 0 135159 2.002 83274 0 83274 0.593 -1.409

(c). Other (specify) Non Resident Indians 2100 0 2100 0.031 2100 0 2100 0.015 -0.016 Overseas Corporate Bodies

0 0 0 0 0 0 0

Foreign Nationals 0 0 0 Clearing Members 0 0 0 0 0 0 0 Trusts 0 0 0 Foreign Boodies - D R 0 0 0

Sub-total (B)(2):- 2571220 359200 2930420 43.413 2579120 351300 2930420 20.872 -22.541

TRIDENT TOOLS LTD


Total Public Shareholding (B)=(B)(1)+ (B)(2)

2571220 359200 2930420 43.413 2579120 351300 2930420 20.872 -22.541

C. Shares held by Custodian for GDRs & ADRs

0

Grand Total (A+B+C) 6390800 359200 6750000 100.00 13193700 846300 14040000 100.00 0.001

(ii) Shareholding of Promoters

Sr. No.

Shareholder’s Name

Shareholding at the beginning of the year 01/04/2014

Share holding at the end of the Year 31/03/2015

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

% change in share holding during the year

1 NARENDRA RAMESHCHANDRA GUPTA (HUF) 309200 2.202

309200 2.202

0

2 RAVI NARENDRA GUPTA 1108100 3.526 1603100 7.892 4.366

3 NARENDRA R GUPTA 0 3.526 495000 3.526 0

4 SHEETAL GUPTA 467660 3.331 467660 3.331 0

5 RAVI N GUPTA (HUF) 421170 28.205 4381170 3 -25.205

6 SNEHAL MULTITRADE PVT LTD. 0 16.667

2340000 16.667

0

7 SITA NARENDRA GUPTA 562400 4.006 562400 4.006 0

8 GREESHA RAVI GUPTA 475000 3.383 475000 3.383 0

9 HARSHWARDHAN RAVI GUPTA 476050 3.391 476050 3.391 0

Total 3819580 11109580

TRIDENT TOOLS LTD


(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sr. No.

Shareholder’s Name


Share holding at the end of the Year 31/03/2015

No. of Shares at

the beginning

(01-04-2014) / end of the year

(31-03-2015)

% of total Shares of the

company Date

Increasing / Decreeing in shareholding

Reason No. of Shares

% of total Shares of

the company]

1 RAVI NARENDRA GUPTA 1108100 16.416296 08-07-2013

01-04-2014 495000 Transfer 1603100 11.418

-Closing Balance

31-03-2015

1603100 11.418

2 RAVI N GUPTA (HUF) 421170 6.2395556 08-07-2013

01-04-2014 3960000 Transfer 4381170 31.205 -Closing Balance

31-03-2015

4381170 31.205

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No. Name

No. of Shares at

the beginning

(01-04-2014) / end of the yrar

(31-03-2015)

% of total Shares of the

company Date

Increasing /

Decreeing in

shareholding

Reason No. of Shares

% of total Shares of

the company]

1 AUTHENTIC INVESTMENT & FINANCE LTD 10000 0.071 01-04-2014

-Closing Balance

31-03-2015

10000 0.071

2 ULTRACUT TOOLS

PRIVATE LIMITED 599871 4.273 01-04-2014 -Closing Balance

31-03-2015

599871 4.273

3 BAKSHU SECURITIES AND 11917 0.085 10-10-2014

TRIDENT TOOLS LTD


BROKER PVT LT

17-10-2014 4295 Transfer 16212 0.115

24-10-2014 12200 Transfer 28412 0.202

31-10-2014 18797 Transfer 47209 0.336

07-11-2014 7901 Transfer 39308 0.28

14-11-2014 3509 Transfer 42817 0.305

21-11-2014 12410 Transfer 30407 0.217

28-11-2014 7511 Transfer 37918 0.27

05-12-2014 2441 Transfer 40359 0.287

19-12-2014 200 Transfer 40559 0.289

31-12-2014 25755 Transfer 14804 0.105

09-01-2015 500 Transfer 14304 0.102

13-02-2015 1304 Transfer 13000 0.093

-Closing Balance

31-03-2015

13000 0.093

4 BAKSHU TRADING PVT LTD 12980 0.092 31-12-2014

-Closing Balance

31-03-2015

12980 0.092

5 KIRJAL SECURITIES PRIVATE LTD 16475 0.117 31-12-2014

-Closing Balance

31-03-2015

16475 0.117

6 VULCAN TOOLS PRIVATE LIMITED 847503 6.036 01-04-2014

-Closing Balance

31-03-2015

847503 6.036

7 AXIS TOOLS AND ENGINEERING CO PVT L 778787 5.547 01-04-2014

-Closing Balance

31-03-2015

778787 5.547

8 HASTIMAL MOTILAL JAIN 12000 0.085 01-04-2014

-Closing Balance

31-03-2015

12000 0.085

9 SANJAYKUMAR SARAWAGI 21984 0.157 01-04-2014

31-12-2014 710 Transfer 21274 0.152

-Closing Balance

31-03-2015

21274 0.152

10 SHITAL MEHUL MUCHHALA 101175 0.721 01-04-2014

10-10-2014 22175 Transfer 79000 0.563

24-10-2014 29000 Transfer 50000 0.356 -Closing Balance 31-03-2015

50000 0.356

*The shareholding is as per information received from RTA

TRIDENT TOOLS LTD


(v) Shareholding of Directors and Key Managerial Personnel:

Details For Each of the Directors and

KMP including Benpos date


Cumulative Shareholding during the year 31/03/2015

Sr. No. No. of shares % of total shares of

the company No. of shares % of total shares of the company

1 Narendra Rameshchandra Gupta

495000 3.526 495000 3.526

2 Ravi Narendra Gupta

1108100 4 1603100 7.892

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans

excluding deposits Unsecured

Loans Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

31,25,59,395

14,55,43,563

65,000 45,81,67,958

Total (i+ii+iii) 31,25,59,395 14,55,43,563 65,000 45,81,67,958

Change in Indebtedness during the financial year • Addition • Reduction

8,17,70,968

-8,16,913

15,000

8,09,69,055

Net Change

Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not

39,43,30,363

14,47,26,650

80,000

53,91,37,013

Total (i+ii+iii)

39,43,30,363

14,47,26,650

80,000

53,91,37,013

TRIDENT TOOLS LTD


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Sr. No. Particulars of Remuneration Name of MD (Ravi N Gupta) Total Amount

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

24,00,000 2400000.000

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0.000 0.000

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

0.000 0.000

2 Stock Option 0.000 0.000 3 Sweat Equity 0.000 0.000 4 Commission 0.000 0.000

- as % of profit 0.000 0.000

- others, specify… 0.000 0.000 5 Others, please specify 0.000 0.000

Total (A) 24,00,000 2400000.000 Ceiling as per the Act 30,00,000.000 3000000.000 Sr. No. Particulars of Remuneration Name of WTD (Narendra Gupta) Total Amount

1 Gross salary


12,00,000 1200000.000

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

0.000 0.000

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

0.000 0.000

0.000 0.000 2 Stock Option 0.000 0.000 3 Sweat Equity 0.000 0.000 4 Commission 0.000 0.000

- as % of profit 0.000 0.000

- others, specify… 0.000 0.000

5 Others, please specify 0.000 0.000 Total (A) 12,00,000.000 1200000.000 Ceiling as per the Act 30,00,000.000 3000000.000

TRIDENT TOOLS LTD


B. Remuneration to other directors:

Sr. No. Particulars of Remuneration Name of Directors

Manager Total Amount

1 1. Independent Directors 0.000 0.000

•Fee for attending board / committee meetings

0.000 0.000

• Commission 0.000 0.000

• Others, please specify 0.000 0.000

0.000 0.000

Total (1) 0.000 0.000

2 2. Other Non-Executive Directors

0.000 0.000

•Fee for attending board / committee meetings 0.000 0.000

• Commission 0.000 0.000

• Others, please specify 0.000 0.000 Total (2) 0.000 0.000 Total (B)=(1+2) 0.000 0.000

Total Managerial Remuneration 0.000 0.000

Overall Ceiling as per the Act 0.000 0.000

C. Remuneration to key managerial personnel other than MD/Manager/WTD

Sr. No. Particulars of Remuneration Key Managerial Personnel

CEO Company Secretary

CFO Total

1

Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961


5,16,130 2,00,732 0 7,16,862

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 0 0 0

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

0 0 0 0

2 Stock Option 0 0 0 0 3 Sweat Equity 0 0 0 0 4 Commission 0 0 0 0

TRIDENT TOOLS LTD


Annexure – II. Nomination and Remuneration Committee policy.

Adopted by the Board of Directors at their meeting held on 14th February, 2014

[Section 178 of the Companies Act, 2013 read with Clause 49-IV-B]

Introduction: In pursuance of the Company’s policy to consider human resources as its invaluable assets, to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and the listing agreement, as amended from time to time, this Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated and approved by the Board of Directors at their meeting held on 14th February, 2014 Objective and purpose of the Policy. The objective and purpose of this policy are: 1. To oversee the nomination process and lay down criteria and terms and conditions with regard to identifying

persons who are qualified to become directors (executive and non-executive) and persons who may be appointed in senior management and key managerial positions and to determine their remuneration in a fair and equitable manner.

2. To determine remuneration based on the Company’s size and financial position and trends and practices on

remuneration prevailing in peer companies, in the Media and Entertainment Industry.

3. To ensure that remuneration paid to directors and executives is competitive, enabling the Company to attract and retain employees capable of meeting the Company’s needs and service delivery obligations; and

4. To reward directors and executives for achieving predetermined Company, Departmental as well as personal/ individual performance targets and goals.

5. To carry out evaluation of the performance of directors, as well as key managerial and senior management personnel.

6. To provide them reward linked incentives directly to their effort, performance, dedication and achievement relating to the Company’s operations.

7. To retain, motivate and promote talent and to ensure long-term sustainability of talented managerial persons and create competitive advantage.

In the context of the aforesaid criteria, the following Policy has been formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors on 14th February, 2014 Effective Date This policy shall be effective from 14thFebruary 2014. Constitution of the Nomination and Remuneration Committee (‘Committee’):

- as % of profit - others, specify…

Others, please specify 0 0 0 0 Total 5,16,130 2,00,732 0 7,16,862

TRIDENT TOOLS LTD


The existing ‘Remuneration / Compensation Committee’ has been renamed as the ‘Nomination and Remuneration Committee’. The members of the committee will be appointed and removed by and shall serve at the discretion of the Board. Definitions 1. Board means Board of Directors of the Company. 2. Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by

the Board. 3. Company means M/s. Trident Tools LTD. 4. Directors mean Directors of the Company. 5. Independent Director means a director referred to in Section 149 of the Companies Act, 2013. 6. Key Managerial Personnel (KMP) shall have the meaning as defined under Section 2(51) of the Companies Act,

2013, as amended from time to time. 7. Senior Management Personnel means personnel of the Company shall include executives who are one level

below the managing / executive/ whole time director(s) including the functional heads and Key Managerial Personnel.

8. The Regulations: The Regulations refers to the applicable provisions of the Companies Act, 2013, read with the rules made under the Companies Act, 2013, Articles of Association, various corporate codes, regulations, policies, applicable guidelines - regulations from Securities and Exchange Board of India, listing agreement executed with the stock exchanges etc. (as amended from time to time).

Applicability The Policy is applicable to

1. Directors (Executive and Non-Executive)

2. Key Managerial Personnel

3. Senior Management Personnel

This Policy is divided into three parts:

Part – A covers the terms of reference of the Nomination and Remuneration Committee,

Part – B covers the appointment and nomination and

Part – C covers remuneration and perquisites etc.

PART – A

TERMS OF REFERENCE OF THE NOMINATION AND REMUNERATION COMMITTEE [‘COMMITTEE’] Terms of reference of the Committee:

to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board of Directors (Board) their appointment and removal and to carry out evaluation of every director’s performance

to formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees

while formulating the policy as aforesaid, to ensure that: (a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate

directors of the quality required to run the Company successfully;

TRIDENT TOOLS LTD


(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals: Provided that such policy shall be disclosed in the Board's report.

to approve the payment of remuneration as prescribed under Schedule V of the Companies Act, 2013 to determine, review and recommend to the Board, the remuneration of the Company’s Managing/ Joint

Managing/ Deputy Managing/ Whole time / Executive Director(s), including all elements of remuneration package

to determine, review and recommend to the Board, the remuneration of the Company’s top executives/ senior management personnel who are one level below the Managing/ Joint Managing/ Executive Director(s)

to formulate, implement, supervise and administer the terms and conditions of the Employee Stock Option Scheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory/ regulatory guidelines

to carry out any other functions as authorized by the Board of Directors from time to time or as enforced by statutory/ regulatory authorities

Ensure that the Board comprises of a balanced combination of Executive Directors and Non-Executive Directors.

Devise framework to ensure that Directors are inducted through suitable familiarization process covering their roles, responsibility and liability.

Role of the Committee shall, inter-alia, include the following:

Formulation of criteria for evaluation of Independent Directors and the Board Devising a policy on Board diversity Lay down the evaluation criteria for performance evaluation of independent directors Aligning key executive and board remuneration with the longer term interests of the Company and its

shareholders Ensuring a transparent board nomination process with the diversity of thought, experience, knowledge,

perspective and gender in the Board

PART – B

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT 1. Appointment / Nomination criteria and qualifications:

a. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as a director, KMP or at Senior Management Personnel and will conduct evaluation of candidates in accordance with a process that it sees fit and appropriate and recommend to the Board his / her appointment.

b. A person should possess relevant qualification, expertise and experience for the position he / she is considered for appointment. The Committee has the discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

c. The Company shall not appoint or continue the employment of any person as whole-time director or managing director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of the Members by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

TRIDENT TOOLS LTD


2. Term / Tenure: a. Managing Director/ Whole-time Director:

The Company shall appoint or re-appoint any person as its managing director or whole-time/ executive director for a term not exceeding five years at a time.

b. Independent Director:

i. An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

ii. No Independent Director shall hold office for more than two consecutive terms, but such

Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

3. Evaluation:

The Committee shall carry out evaluation of performance of every director, KMP and Senior Management Personnel based on detailed performance parameters. The Committee shall also evaluate the usefulness of such performance parameters and suggest necessary changes to the same. The performance parameters includes but not limited to the following: Expertise Inquiring attitude, objectivity and independence Judgment Ability to take constructive stands when necessary Understanding of the Company’s business Understanding and commitment to duties and responsibilities; Willingness to devote the time needed to prepare for and participate in deliberations Responsiveness (timeliness and quality) Approach to conflict, and whether the conflict is constructive and productive Achievement of set targets (for KMP and Senior Management Personnel)

4. Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

5. Retirement:

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

PART – C

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL 1. General:

a. The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the approval of the shareholders of the Company and Central Government, wherever required.

TRIDENT TOOLS LTD


b. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully

c. Relationship of remuneration to performance shall be clear and meets appropriate performance benchmarks

d. Remuneration to directors, key managerial personnel and senior management shall involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals

e. The remuneration and commission to be paid to the Whole-time Director/Managing Director shall be in accordance with the percentage / slabs / conditions as per the provisions of the Companies Act, 2013, and the rules made thereunder.

f. Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which shall be within the outer limit approved by the Members of the Company in the case of Managing Director/ Whole-time Director(s).

g. Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

2. Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:

a. Fixed pay: The Whole-time Director / KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer’s contribution to provident fund, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

b. Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director/Managing Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and with the approval of the Central Government, if and to the extent required.

c. Provisions for excess remuneration: If any Whole-time Director/Managing Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

3. Remuneration to Non- Executive / Independent Director: a. Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made thereunder.

b. Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee(s) thereof and in line with the applicable provisions of the Companies Act, 2013.

c. Commission:

Commission may be paid within the monetary limit approved by shareholders, subject to the limit as per the applicable provisions of the Companies Act, 2013.

TRIDENT TOOLS LTD


INTERPRETATION

This Policy is intended to comply with the Companies Act, 2013 and the listing agreement. Notwithstanding anything herein to the contrary, this Policy will be interpreted only in such a manner as to comply with the Companies Act, 2013 and the listing agreement. Any word not defined in this Policy shall have the same meaning as defined under the Companies Act, 2013 and the listing agreement, including any amendments thereto. In case any word or provision as appearing in this Policy is contrary to the meaning or provision as provided under the Companies Act, 2013 or the listing agreement, then the meaning or provision as provided under the Companies Act, 2013 / the listing agreement shall prevail. This policy shall always be in conformity with the provisions of the Regulations and any amendments in the Regulations shall be deemed to form part of this Policy.

Annexure III

Secretarial Audit Report ANKIT SETHI

B-13, THE AARTI COOPERATIVE HOUSING SOCIETY, OLD NAGARDAD ROAD, ANDHERI EAST, MUMBAI – 400 069.

Email : [email protected]. Mob. 8655682736 Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To, The Members, M/S. Trident Tools LTD I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/S. Trident Tools LTD (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of Companies books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

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(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; We have also examined compliance with the applicable clauses of the Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above:

We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. During the period of Audit, all the decisions in the Board meetings were carried out unanimously. We have relied on the representation made by the Company and its Officers for systems and mechanism framed by the Company for compliances under other Acts, Laws and Regulations applicable to the Company. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period there were no specific events/ actions having a major bearing on the Company’s affairs. Place : Mumbai (Ankit Sethi) Date : 01/09/2015 ACS No.: A25415 C P No. : 11089

‘Appendix 1’

TO, THE MEMBERS, TRIDENT TOOLS LTD, SURVEY NO. 26, TEMBHODE SHIRGAON ROAD, DHANSAR VILLAGE, PALGHAR, THANE – 401 404. Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

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2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the

company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the

efficacy or effectiveness with which the management has conducted the affairs of the company.

ANKIT SETHI

Practicing Company Secretary M. NO. 25415

Date: 01.09.2015 Place: MUMBAI

ANNEXURE IV

The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The ratio of the remuneration of each director to the median remuneration of the employees for the financial year.

Name of Director Ratio of remuneration to

Median remuneration of all employees

% increase in Remuneration in the Financial

Year 2014-15 Executive Directors Narendra R Gupta 6.03 Nil Ravi N Gupta 12.05 33.33% Independent Directors Mr. Satish K Marathe Nil Nil Mr. Suresh V Bhandary Nil Nil Ranjana Pascal Dmello Nil Nil

Median remuneration of all the employees of the Company for the Financial Year 2014-15

1,99,008 Gross Salary

The percentage increase in the median remuneration of employees in the Financial Year

33.12

Sr. No.

Requirement Disclosure

1 The percentage increase in remuneration of CEO, CS in the financial year

Nil

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2 The number of permanent employees on the rolls of the Company

The Company had 67 employees on the rolls as on March 31, 2015

3 The explanation on the relationship between average increase in remuneration and Company performance

While recommending increase in remuneration, the Company takes into account various factors like financial performance of the Company, comparison with peers, industry benchmarking and consideration towards cost of living adjustments and inflation. Average increase in employee remuneration for the FY 2014-15 is 5.6 % (computed based on average basis considering total cost to the company and accrued bonus). The calculation of average increase in employees’ remuneration is done based on comparable employees. For this the Company has excluded employees who were not eligible for increment). The Company follows holistic performance review mechanism to ensure that the increase is commensurate with the performance of employee and company

4 Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company

For the FY 2014-15, KMPs were paid approx 0.13 % of the total Revenue for the year.

5 Variations in the market Capitalization of the Company Price earnings ratio as at the closing date of the current FY and previous FY Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer.

Sr No.

Description Amount

1 Market Cap variation Mcap at 31 March, 2015 32,572,800 Mcap at 31 March, 2014 35,100,000 Variation in Mcap in FY 2015 (%) (7.2)

2 Price-to-Earnings Ratio - PE as at 31 March, 2015 (Mkt

Price/EPS) (-2.37)

- PE as at 31 March, 2014 (Mkt Price/EPS)

22.12

Variation in PE in FY 2015 (%) 110.71 3 % Increase/Decrease from last

Public Offer

- FPO price per share (1996) 17.5 - Market price as at 31 March,

2015 23.20

% decrease from last FPO 23.20

6 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Not Applicable to the Company, as all the employees under Managerial role.

7 Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company

The comparison of remuneration of each of the Key Managerial Personnel against the performance of the Company is as under:

TRIDENT TOOLS LTD


Annexure V

Conservation of Energy, Technology Absorption (Information under Section 134 of the Companies Act, 2013 read with Companies (Account) Rules, 2013 and forming part of the Directors’ Report for the year ended 31st March, 2015) Your Company continued to undertake various energy conservation initiatives during the year, some of which are given below: CONSERVATION OF ENERGY:

1. Use of natural sky lights on roofs to ensure minimal use of lights on the shop floor at Palghar factory during day time.

2. Energy conservation measures taken by using LPG Gas in new Furnace. 3. Vacuum Hardening Technology has been implemented reducing the consumption & wastage of LPG. 4. Further R & D work is being carried on for reduction of time cycle of the Process. 5. Use of small - small LED light fittings in all over Head office, resulted in to lesser consumption of electricity as

per the requirement 6. Removal of all the Air conditioner from the Head office and replacing it with Cooling Tower fan, wall fan and

natural air. 7. Impact of measures of (2), (3) and (4) above for reduction of energy consumption has consequent impact on

the cost of production of goods. 8. The above measures have resulted in energy saving and consequent decrease in the cost of production. 9. Details regarding Total Energy Consumption and Energy Consumption per unit of production are not

applicable to any units of the Company.

Particulars % of Total Revenue for FY 2014-15 (546,555,730)

Name Salary Ravi N Gupta 24,00,000 0.44 Narendra R Gupta 12,00,000 0.22 Amaranth Agrawal 5,16,130 0.09 Nikita Bavishi 2,00,732 0.037

8 The key parameters for any variable component of remuneration availed by the directors.

Remuneration to the EDs involves balance between fixed and variable pay reflecting short and long-term performance objective appropriate to the working of the Company, its goals, for attracting and retaining the best talent. Remuneration to NEDs involve sitting fees for attending meetings of the Board/Committees and commission based on the attendance and contribution towards governance Practices and discharging fiduciary duties.

9 The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year

Not Applicable

10 Affirmation that the remuneration is as per the remuneration policy of the Company

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

TRIDENT TOOLS LTD


B. TECHNOLOGY ABSORPTION: Research & Development. 1. Specific Areas in which R & D carried out by the Company:

During the year the company has implement new technology of Powder Coating and Vacuum Hardening. Your company also implemented the project for manufacture of HSS Edge Wire and Backing Material. Edge Wire is currently manufactured only by your company in India and is only the sixth company in the world. 2. Benefit derived as a result of the above R&D: In most of the foreign countries Powder Coated and Vacuum Hardening products are highly acceptable, this help us to meet the market demand of the world, which has resulted in to high growth in export demand. Further the Powder Coated Technology has reduced the ample amount of wastage of paint, and the Vacuum Hardening has also resulted in reducing of LPG gas consumption and providing high quality of Goods. With the implementation of the Edge Wire and Backing Material the company will save precious foreign exchange and more importantly be recognized as a high technology manufacturer. 3. Future Plan of action: The Company is planning further to implement more vacuum Hardening Machine replacing the complete consumption of LPG Gas. 4. Expenditure on R&D:

Sr. No

Particulars Amount

1 Capital Nil 2 Recurring Nil 3 Total Nil 4 Total R&D Expenditure as a Percentage of total turnovers. Nil

C. Technology Absorption, Adaptation and Innovation: Process of Technology continued in the areas mentioned above.

• The Company has upgraded and invested substantially in its new production lines • At is Palghar facility the company has incorporated the technologically advanced U-Line production process as a

result of which it has the following distinct advantages: • Leads to Higher Productivity • Offers a Higher Quality • Decreases Labour Costs • Reduces Energy Costs • Efficient Production of Smaller Batches

•Trident Tools Ltd is amongst the first in the hacksaw industry to put such a production process in place. •The company has over a period of time incorporate this layout for its other products as well.

TRIDENT TOOLS LTD


CORPORATE GOVERNANCE REPORT FOR THE YEAR 2014-15 (As required under Clause 49 of the Listing Agreement with the Stock Exchange)

The Directors present the Company’s report on Corporate Governance for the financial year ended March 31, 2015.

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE: Corporate Governance is the application of best management practices, compliance of laws and adherence to ethical standards to achieve the Company’s objective of enhancing stakeholder value and discharge of social responsibility. The Corporate Governance framework includes corporate structures, culture, policies and the manner in which the corporate entity deals with various stakeholders, with transparency being the key word. Accordingly, timely, adequate and accurate disclosure of information on the performance and ownership forms the cornerstone of Corporate Governance. It is a journey for constantly improving sustainable value creation and an upward moving target. The Corporate Governance philosophy of M/s. Trident Tools Ltd is based on the following principles: 1. Management must have the executive freedom to drive the enterprise forward without undue restraints

and Management is the trustee of the shareholders capital and not the owner. This freedom of management should be exercised within a framework of effective accountability.

2. Provide an enabling environment to harmonize the goals of maximizing stakeholder value and maintaining a customer centric focus.

3. Have a simple and transparent corporate structure driven solely by business needs. 4. Communicate externally, in a truthful manner, about how the Company is running internally. 5. Make clear distinction between personal conveniences and corporate resources. 6. Be transparent and maintain a high degree of disclosure levels in all facets of its operations. 7. Satisfy the spirit of the law and not just the letter of the law. 8. Our philosophy on Corporate Governance is thus concerned with the ethics, values and morals of Trident

Tools Ltd and its Directors, who are expected to act in the best interests of the Company and remain accountable to shareholders and other beneficiaries for their action.

2. BOARD OF DIRECTORS:

Trident Tools Ltd has a very balanced and diverse Board of Directors, who actively participates at the Board and Committee Meetings by providing valuable guidance to the Management on various aspects of business, policy direction, governance, compliance etc. and play critical role on strategic issues.

a. Composition of the Board The name and category of Director on the Board and the number of Directorship held by them in other Companies are given herein below:

Sr. No.

Name of Directors Category No. of Directorships in other Companies

No. of Membership/ Chairmanship of Board

Committees Public Private Member Chairman

1. Mr. Narendra R Gupta Chairperson and Whole Time Director

2 15 3 _

TRIDENT TOOLS LTD


2. Mr. Ravi N Gupta Managing Director 0 11 1 - 3. Mr. Satish K Marathe Non-Executive &

Independent 2 1 3 2

4. Mr. Suresh V Bhandary

Non- Executive & Independent

- - 3 1

5. Ms. Ranjana P Dmello

Woman Director Non- Executive & Independent

_ _ - -

b. Attendance at Board Meeting and Annual General Meeting: -

During the financial year 2014 - 15, Ten Board Meetings were held on 17th June 2014, 19th June, 2014, 27th June, 2014, 7th August 2014, 14th August 2014, 04th September 2014, 14th November, 2014, 14th January, 2015, 14th February, 2015 and 28th March, 2015

The Annual General Meeting of the Company for the financial year 2013 - 14 was held on September 30, 2014. Attendance at Board Meeting and last Annual General Meeting: -

* Ms. Ranjana P Dmello was appointed as Additional Independent Director on 28th March 2015 c. Board’s Functioning & Procedures: -

The Board has complete access to any information within the Company. At meetings of the Board, it welcomes the presence of Senior Management who can provide additional insights into the items being discussed.

The items placed at the Meeting of the Board include the following: -

Unaudited Quarterly/Half Yearly financial results and Audited Annual Accounts of the Company,

results and capital employed, for consideration and approval, Minutes of Meetings of Audit Committee, Stakeholders relationship Committee /Share Holders

Grievance Committee and Nomination and Remuneration Committee. Abstracts of circular resolutions passed if any, General notices of interest, Sale and/or purchase of investments, fixed assets, if any, Review compliance of all laws applicable to the Company including the requirements of the Listing

Agreement with the Stock Exchanges and steps taken by the Company to rectify instances of non compliances, if any,

Related party transactions, if any, Reviewing the Company’s Financial and Risk Management policies, Reviewing the business plan and strategy of the Company,

Name of Directors No. of Board Meetings attended

Attendance at last AGM

Mr. Narendra R Gupta 10 Present Mr. Ravi N Gupta 10 Present Mr. Satish K Marathe 10 Present Mr. Suresh V Bhandary 10 Present *Ms. Ranjana P Dmello _ ----

TRIDENT TOOLS LTD


All the items in the Agenda are accompanied by notes giving comprehensive information on the related subject and in certain matters such as financial /business plans and financial results, detailed presentations are made. The Agenda and the relevant notes are sent in advance separately to each Director to enable the Board to take informed decisions. The Minutes of the Meetings of the Board are circulated through email to all Directors and confirmed at the subsequent Meeting. The Minutes of the Audit Committee, Nomination and Remuneration Committee and Stakeholder’s relationship Committee / Shareholders’ Grievance Committee are also circulated through email to all Directors and thereafter tabled for discussion at the subsequent Board Meeting.

3. AUDIT COMMITTEE: Audit committee acts as a link between the Statutory and Internal Auditors and the Board of Directors. The primary objective of the Audit Committee is to provide effective supervision of the management’s financial reporting process with a view to ensure accurate, timely and proper disclosures.

a. The composition of Audit Committee is as follows: -


Mr. Satish K Marathe Chairman Non-Executive & Independent

Mr. Narendra R. Gupta Member Whole Time Director Mr. Suresh V Bhandary Member Non-Executive & Independent

The Members of the Committee are well versed in finance / accounts, legal matters and general business practices.

b. Meeting and Attendance at the Audit Committee Meetings: -

During the accounting year 2014 - 15, 6 Audit Committee Meetings were held on June 17, 2014, August 14, 2014, September 04, 2014, November 14, 2014, February 14, 2015 and March 28, 2015

Name of Directors No. of Committee Meetings

attended Attendance at last AGM

Mr. Satish K Marathe 6 Present Mr. Narendra R. Gupta 6 Present Mr. Suresh V Bhandary 6 Present

c. The terms of reference of the Audit Committee are as follows: -

1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors; 4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before

submission to the board for approval, with particular reference to: a. Matters required to be included in the Director’s Responsibility Statement to be included in

the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

TRIDENT TOOLS LTD


b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by

management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; g. Qualifications in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process; 8. Approval or any subsequent modification of transactions of the company with related parties; 9. Scrutiny of inter-corporate loans and investments; 10. Valuation of undertakings or assets of the company, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems; 12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the

internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on; 15. Reviewing the findings of any internal investigations by the internal auditors into matters where there

is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism; Every listed company or such class or classes of companies, as may be prescribed, shall

establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;

The vigil mechanism under sub-section (9) shall provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. The Audit Committee shall mandatorily review the following information: a. Management discussion and analysis of financial condition and results of operations; b. Statement of significant related party transactions (as defined by the Audit Committee),

submitted by management;

TRIDENT TOOLS LTD


c. Management letters / letters of internal control weaknesses issued by the statutory auditors; d. Internal audit reports relating to internal control weaknesses; and e. The appointment, removal and terms of remuneration of the Chief internal auditor shall be

subject to review by the Audit Committee. 21. The Audit Committee shall have powers, which should include the following:

a. To investigate any activity within its terms of reference: The Audit Committee shall have authority to investigate into any matter in relation to the items specified in sub-section (4) or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company;

b. To seek information from any employee; c. To obtain outside legal or other professional advice; d. To secure attendance of outsiders with relevant expertise, if it considers necessary.

22. The Audit Committee of the listed holding company shall also review the financial statements, in particular, the investments made by the unlisted subsidiary company;

23. All Related Party Transactions shall require prior approval of the Audit Committee: Approval or any subsequent modification of transactions of the company with related parties;

24. When money is raised through an issue (public issues, rights issues, preferential issues etc.), the company shall disclose the uses / applications of funds by major category (capital expenditure, sales and marketing, working capital, etc.), on a quarterly basis as a part of their quarterly declaration of financial results to the Audit Committee. Further, on an annual basis, the company shall prepare a statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and place it before the audit committee. Such disclosure shall be made only till such time that the full money raised through the issue has been fully spent. This statement shall be certified by the statutory auditors of the company. Furthermore, where the company has appointed a monitoring agency to monitor the utilization of proceeds of a public or rights issue, it shall place before the Audit Committee the monitoring report of such agency, upon receipt, without any delay. The audit committee shall make appropriate recommendations to the Board to take up steps in this matter.

All the items in the Agenda are accompanied by notes giving comprehensive information on the related subject and in certain matters such as financial results, detailed presentations are made. The Agenda and the relevant notes are sent in advance separately to each Member to enable the Committee to take informed decisions. The Minutes of the Meetings of the Committee are circulated through email to all Members and confirmed at the subsequent Meeting.

4. NOMINATION AND REMUNERATION COMMITTEE: The Board of Directors has constituted the Nomination and Remuneration Committee pursuant to inter-alia, Section 178 of the Companies Act, 2013.

a. The composition of the Nomination and Remuneration Committee as on March 31, 2015 is as under: -


Mr. Suresh V Bhandary Chairman Non-Executive & Independent

TRIDENT TOOLS LTD



Mr. Narendra R Gupta Member Whole Time Director Mr. Satish K Marathe Member Non-Executive & Independent

b. Meeting and Attendance at the Nomination and Remuneration Meetings: -

During the accounting year 2014 - 15, 6 Audit Committee Meetings were held on June 19, 2014, August 14, 2014, September 04, 2014, January 14, 2014, February 14, 2015 and March 28, 2015

Name of Directors No. of Committee

Meetings attended Attendance at last AGM

Mr. Suresh V Bhandary 6 Present Mr. Narendra R Gupta 6 Present Mr. Satish K Marathe 6 Present

c. Terms of reference of the Committee:

to identify persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down, recommend to the Board of Directors (Board) their appointment and removal and to carry out evaluation of every director’s performance

to formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees

while formulating the policy as aforesaid, to ensure that: (d) the level and composition of remuneration is reasonable and sufficient to attract, retain

and motivate directors of the quality required to run the Company successfully; (e) relationship of remuneration to performance is clear and meets appropriate performance

benchmarks; and (f) remuneration to directors, key managerial personnel and senior management involves a

balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals: Provided that such policy shall be disclosed in the Board's report.

to approve the payment of remuneration as prescribed under Schedule V of the Companies Act, 2013

to determine, review and recommend to the Board, the remuneration of the Company’s Managing/ Joint Managing/ Deputy Managing/ Whole time / Executive Director(s), including all elements of remuneration package

to determine, review and recommend to the Board, the remuneration of the Company’s top executives/ senior management personnel who are one level below the Managing/ Joint Managing/ Executive Director(s)

to formulate, implement, supervise and administer the terms and conditions of the Employee Stock Option Scheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory/ regulatory guidelines

to carry out any other functions as authorized by the Board of Directors from time to time or as enforced by statutory/ regulatory authorities

TRIDENT TOOLS LTD


Ensure that the Board comprises of a balanced combination of Executive Directors and Non-Executive Directors.

Devise framework to ensure that Directors are inducted through suitable familiarization process covering their roles, responsibility and liability.

Role of the Committee shall, inter-alia, include the following:

Formulation of criteria for evaluation of Independent Directors and the Board Devising a policy on Board diversity Lay down the evaluation criteria for performance evaluation of independent directors Aligning key executive and board remuneration with the longer term interests of the Company and

its shareholders Ensuring a transparent board nomination process with the diversity of thought, experience,

knowledge, perspective and gender in the Board

d. Disclosure of Remuneration paid :-

At present, Non–executive and Independent Directors are not paid any remuneration as well as sitting fees for attending Board Meetings/Audit Committee Meetings/ Remuneration Committee Meetings.

Details of remuneration paid to Directors during the financial year ended March 31, 2015 are as under:

Particulars Name of the Executive Director

Mr. Ravi N Gupta Mr. Narendra R Gupta Gross Salary 24,00,000 12,00,000 Commission and Perquisites NIL NIL Performance link Incentives NIL NIL Service Contract 2nd September, 2015 – 2

September 2020 2nd September, 2015 – 2

September 2020 No. of Years 5 years 5 years Notice Period 12 months, to expire at

the end of a calendar quarter.

12 months, to expire at the end of a calendar quarter

Stock Options Nil Nil

5. STAKEHOLDERS RELATIONSHIP COMMITTEE:

As Companies Act, 2013 (‘the Act’) have come into force w.e.f. April 01, 2014; pursuant to Section 178 of the Act, your Company has re-constituted Shareholders / Investors Grievances & Share Transfer Committee to “Stakeholders Relationship Committee”. The objective of the Committee is to look after various stakeholders’ grievances and speedy disposal of the same. Company has constituted a Shareholders’/Investors’ Grievance Committee. The committee is formed to specifically look into the redressal of shareholder and investor complaints. a. The composition of the committee is as follows:

Name of Director Designation in Committee Nature of Directorship Mr. Satish K Marathe Chairman Non-Executive & Independent Mr. Suresh V Bhandary Member Non-Executive & Independent

TRIDENT TOOLS LTD


Name of Director Designation in Committee Nature of Directorship Mr. Narendra Gupta Member Whole Time Director Mr. Ravi N Gupta Compliance Officer Managing Director

b. Meeting of the Stakeholders Relationship Committee:

During the accounting year 2014 - 2015, 4 Meetings of the Stakeholder’s Relationship Committee / Shareholders’ Grievance Committee were held on June17, 2014, August 14, 2014, November 14, 2014 and February 14, 2015

c. The functions of the Stakeholders Relationship Committee includes the following:- Transfer /Transmission of shares, Issue of duplicate share certificates, Review of shares dematerialized and all other related matters,

Monitors expeditious redressal of investors’ grievances,

Consider and resolve the grievances of the security holders of the company

Non-receipt of Annual report and declared dividend,

All other matters related to securities.

d. Investor Grievance Redressal:

During the Financial Year 2014-15, Neither Company has received any complaints nor Registrar & Transfer Agent has received any complaints from the Stakeholders

6. GENERAL BODY MEETINGS: a. The particulars of last three Annual General Meetings are as under:-

Year Date Time Venue

2013-14 30th September , 2014 02.00 P.M Gut No. 171,TembhodeShirgaon Road Dhansar Village Palghar – 401 404 India

2012-13 30th September , 2013 11.30 A.M 2011-12 27th September , 2012 02.00 P.M

b. Following Special Resolutions were passed in the previous three AGMs:

Particulars Date of Meeting For Increasing Borrowing limits not exceed the sum of 100 Crores

30th September,2014

mortgages/ charges/ hypothecation and floating charges (in addition to the existing mortgages/ charges/ hypothecation created by the Company in favour of the lenders) in such form and in such manner as may be agreed to between the Board of Directors and the lenders, on all or any of the present and future immovable and/ or movable properties of the Company wherever situated, of every nature and kind whatsoever to secure any Indian Rupee or foreign currency loans, Debentures, advances and all other moneys payable by the Company to the lenders concerned, subject, however, to an overall limit of `100 Crores (Rupees One Hundreds Crores only) of loans or advances already obtained or to be obtained from, in any form including by way of subscription to debentures issued or to be issued by the Company to, any

TRIDENT TOOLS LTD


financial institution, bank, body corporate, company, insurer or to the general public c. Whether any special resolution passed last year through postal ballot – details of voting pattern = N.A d. Person who conducted the postal ballot exercise = N.A e. Whether any special resolution is proposed to be conducted through postal ballot = N.A f. Procedure for postal ballot = N.A

7. DISCLOSURES:

There are no materially significant related party transactions of the Company which have potential conflict with the interests of the Company at large.

The Company has complied with the requirements of the BSE, SEBI and Statutory Authorities on all matters related to capital markets and no penalties / strictures were imposed on the Company during the last three years.

The Company has adopted a Whistle Blower Policy and has established the necessary mechanism for employees to report concerns about unethical behavior.

Your Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement, as applicable. Though the Company does not comply with some of the non-mandatory requirements on date, the Company is committed towards complying with Clause 49 as a whole and will take suitable measures as and when possible

8. MEANS OF COMMUNICATION: The Quarterly, Half-Yearly and Annual results of the Company are published in English and Marathi

National dailies. Normally Company publish results in following news papers:

a. English News paper :- Free Press Journal b. Marathi News Paper :- Navshakti News paper

The Financial results are also displayed on the website of the Company http://www.magicuttools.com/ The Management Discussion and Analysis Report form a part of this Annual Report, which is sent to

members by E-mail whose mail ids are available with the Company or by post whose mail ids are not amiable with the Company.

The Company informs the Stock Exchange all price sensitive matters or such other matters which are material and of relevance to the shareholders.

9. GENERAL SHAREHOLDER INFORMATION:

Annual General Meeting Date : 30th September, 2015 Time : 3.30 P.M. Venue : Gut No 171, Tembhode Shirgaon

Road, Dhansar Village, Palghar - 401 404

Financial Year April to March Financial Calendar (2015-16) (Tentative)

Declaration of Results for the Quarter Ending on Tentative Board Meeting Schedule Quarter ending June 30, 2015 By 14th August, 2015 Quarter/Half year ending September 30, 2015 By 14th

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November, 2015 Quarter ending December 31, 2015 By 14th February, 2016 Quarter/Year ending March 31, 2016 By 30th May, 2016 Annual General Meeting By 30th September, 2016

Date of book closure 24th September, 2015 to Wednesday , 30th September, 2015 (both days inclusive)

Listing on Stock Exchanges listed on BSE Limited Stock Code 531972 Listing fees The Company has paid the Annual Listing fees to the BSE

for the Financial Year 2015-16. Registrar and Transfer Agents Sharex Dynamic India Private Limited

Unit No. 1, Luthra Ind. Premises, Safed Pool, Andheri-Kurla Road Andheri East, Mumbai – 400 072.

Outstanding GDRs /ADRs / warrants or any convertible instruments, conversion and likely impact on equity

The Company has not issued any of these instruments.

Plant Location Gut No 171, Tembhode Shirgaon Road, Dhansar Village, Palghar - 401 404

Address for correspondence Hercules Estate, Ashok Nagar, A C Road, Kandivali (E), Mumbai – 400101

Dividend Declare Date NA ISIN No. NSDL & CDSL ISIN INE179D01018 Share Transfer Shares In Demat :- Transfer of these shares is effected

through depositories without involvement of the Company. Shares in Physical Form:- As regards transfer of shares in physical form, the same are processed and approved on a regular basis and the certificates are returned to the shareholders within 30 days from the date of receipt (subject to the documents being valid and complete in all respects).

Dematerialization of shares All requests for dematerialization of shares are processed and confirmed to the depositories, viz. NSDL and CDSL, by our R&T Agents within a period of 21 days. (subject to the documents being valid and complete in all respects). The particulars of the dematerialization are reported to the Board/ Stakeholders Relationship Committees for it’s noting.

Compliance certificate of the auditors Certificate from the Statutory Auditors of the Company, Girish Patel & co. confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed and forms part of the Report on Corporate Governance.

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Market Price Data: -High / Low price during each Month of 2014-15 on The Bombay Stock Exchange Limited

Month Open High Low Close No. of Shares

No. of Trades

Total Turnover

Deliverable Quantity

% Deli. Qty to Traded

Qty

* Spread

H-L C-O

Mar 14 24.45 25.65 24.45 25.00 3 3 74 3 100.00 1.20 0.55

May 14 25.00 26.05 22.60 26.05 338 22 7,749 328 97.04 3.45 1.05

Jul 14 24.85 24.85 18.10 18.10 1,734 43 34,153 1,630 94.00 6.75 -6.75

Sep 14 19.00 21.90 19.00 21.90 1,700 34 33,635 1,700 100.00 2.90 2.90

Oct 14 22.95 28.00 21.45 27.50 2,96,327 1,841 73,43,165 1,02,403 34.56 6.55 4.55

Nov 14 27.50 38.00 27.00 34.60 3,70,083 1,906 1,21,58,391 69,623 18.81 11.00 7.10

Dec 14 37.80 38.75 29.05 30.40 11,393 159 3,84,861 8,671 76.11 9.70 -7.40

Jan 15 25.50 37.60 23.10 32.00 3,527 116 1,13,401 2,912 82.56 14.50 6.50

Feb 15 32.00 33.00 31.35 31.35 1,927 26 61,576 1,927 100.00 1.65 -0.65

Mar 15 29.80 29.80 23.20 23.20 1,357 20 35,263 1,357 100.00 6.60 -6.

Distribution of shareholding as on March,31, 2015

Share or Debenture Num of Holders

(%) of Holders Total No. of Shares %

UPTO TO 100 132 15.75 6717 0.05

101 TO 200 68 8.11 13072 0.09

201 TO 500 332 39.62 149297 1.06

501 TO 1000 205 24.46 197372 1.41

1001 TO 5000 77 9.19 174772 1.24

5001 TO 10000 5 0.6 37300 0.27

05

10152025303540

Trident Close

BSE Close

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10001 TO 100000 6 0.72 125729 0.9

100001 TO ABOVE 13 1.55 13335741 94.98

Total 838 100 14040000 100

Shareholding Pattern as on 31.03.2015:

Category No. of shares held Percentage to total (%)

Promoters, Directors & Promoter group 11,109,580 79.128 Banks, FIs & Insurance Cos. 0.00 0.00 Bodies Corporate 2,289,881 16.310 Public Individual share holding 638,439 4.547 Non Resident Indians 2,100 0.015 Total 14040000 100.00

10. CODE OF CONDUCT: The Board of Directors has adopted the Code of Business Conduct and Ethics for Directors and Senior Management. The Code is reviewed from time to time by the Board. The said Code has been communicated to the Directors and the Members of the Senior Management. The Code has also been posted on the Company’s website http://www.magicuttools.com

11. CEO/ CFO CERTIFICATION: The Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. The Managing Director and the Chief Financial Officer also give quarterly certification on financial results before the Board in terms of Clause 41 of the Listing Agreement. (As annex in annexure I)

79%

0% 16%

5% 0%

Shareholding Pattern as on 31.03.2015 Promoters, Directors & Promoter group

Banks, FIs & Insurance Cos.

Bodies Corporate

Public Individual share holding

Non Resident Indians

TRIDENT TOOLS LTD


12. TRADING IN THE COMPANY’S SHARES BY DIRECTORS AND DESIGNATED EMPLOYEES: In compliance with the SEBI (Prevention of Insider Trading) Regulations, 1992, repealed by Securities And Exchange Board Of India (Prohibition Of Insider Trading) Regulations, 2015 our Company has appointed Mr. Ravi Gupta as the Compliance Officer who is responsible for setting policies, procedures for the preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct for trading in Company’s securities under the overall supervision of the Board. The Company has adopted a Code of Conduct for Prevention of Insider Trading.

13. DISCLOSURES REGARDING APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS AS REQUIRED UNDER CLAUSE 49 VIII E (1) OF THE LISTING AGREEMENT :-

Brief Resumes of Directors are as follows:

Narendra R Gupta

The Chairman aged 67 years is the elder son of the founder Mr. Rameshchandra Gupta. He has done his B.Com from Sydenham College, Mumbai and has been instrumental in setting up various businesses. He started his career with manufacture of Engine Bearings & gradually expanded to manufacture products such as Diesel Engine Spares, Copper Alloys and Cutting Tools. He is having vast experience spanning over four decades in the Industry and has traveled to most parts of the World. He was instrumental in starting the manufacturing of Cutting Tools and is having vast experience in the line of activity.

Ravi N Gupta The Managing Director aged 42 Years is the son of Mr. Narendra Gupta. He has completed

in 1996 his MBA Graduation from La Trobe University, Melbourne, Australia. He has started his career with Magicut Tools Ltd and then moved on in 2000 with Singarg Manufacturing a partnership firm engaged in the manufacturing of Cutting Tools. After taking over the management responsibility of the unit he has developed various new clients and he takes care of the marketing activities of the company. He is instrumental in taking the company forward by adding various new products in the manufacturing line of the company along with all other recent developments.

Satish K Marathe

Independent Director aged 65 years. He is a Bachelors degree in Commerce & Law. Were formerly the Chairman & Managing Director of United Western Bank and CEO of Jankalyan Bank. He is currently an Advisor to various companies

Suresh V Bhandary

Independent Director aged 69 years. He is B.Sc. Worked in Indian Army as a Captain before joining Punjab National Bank where he has worked for 35 years. He has had the special distinction of participating in the Indo-Pak war in 1971.

Ranjana P Dmello

Woman Independent Director – aged 46 Years. She is B.ED currently working with The St. Vellancany Secondary High School as a Principal. Ms. Ranjana P Dmello has diversified exposure to various management practices in areas such as training and development, HR, consulting and soft skills. She is also a prominent voice for women’s role in leadership and the Learning and Development industry

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Code of Conduct Declaration DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT

To, The Members of Trident Tools Ltd I, Ravi N Gupta, Managing Director of M/s. Trident Tools Ltd hereby declare that all the members of the Board of Directors and the senior management personnel have affirmed compliance with the Company’s Code of Business Conduct and Ethics for the Financial Year ended 31st March, 2015. For M/S. Trident Tools Ltd Ravi N Gupta Managing Director DIN: - 00106681 Place: Mumbai Date: 2nd September, 2015

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Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification

I, Ravi Narendra Gupta Managing Director, of M/s. Trident Tools Limited, to the best of my knowledge and belief, certify that:

A. I have reviewed financial statements and the cash flow statement for the year ended 31st March, 2015 and that to the best of my knowledge and belief , I state that:

1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

2. These statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. There are, to the best of my knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company’s code of conduct.

C. I am responsible for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and they have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.

D. I have indicated, based in our most recent evaluation, wherever applicable, to the Auditors and the Audit committee:

1. significant changes , if any, in internal control over financial reporting during the year;

2. significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

3. instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting.

Yours faithfully. Ravi N Gupta (Managing Director) DIN :- 00106681 Date :-28.05.2015 Place:- Mumbai

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Certificate on Corporate Governance

Certificate on compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement

To

The Members,

Trident Tools Ltd

I have examined the compliance of conditions of Corporate Governance by Trident Tools LTD for the year ended March 31, 2015 as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of my information and according to the explanation given to me, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Girish Patel & Co. (Chartered Accountants)

Proprietor

Place: Mumbai. Date: September 02, 2015

M.NO.16743

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Management Discussion and Analysis Industry Structure and Development Indian Machine Tool Industry India stands 16th in production and 11th in the consumption of machine tools in the world as per the 2014 Gardner Business Media survey. The country is set to become a key player in the global machine tools industry and is likely to see substantial high-end machine tool manufacturing. Industry experts say that the phenomenon is linked to the spurt in manufacturing, for which the machine tools sector serves as the mother industry. Since, the manufacturing capacity is stagnating and the growth rate for the machine tools industry falling in developed economies, shifting machine tool capacity to low-cost high skill geographies like India, has become imperative (Reference IMTMA Report). Your company’s product compasses a wide range of products for several applications. More and more users from industry value the quality and competitiveness of these tools along with its high service. Each of these products reach the highest international quality standards especially with our Hand Hacksaw Blades that are sold Worldwide in the market segments of DIY, OEM and Distributors/ Specialized Retailers. Your company sells its products to more than 45 countries Worldwide and has in excess of 100 Dealers in India along with direct sales to leading PSU’s such as BHEL, Steel Units, Railways, etc. Your company has been successfully able to penetrate in various market segments as it has primarily been able to understand the customer requirements, upgrade its production facilities, provide quality products, add new products, offer good service levels and offer marketing support and sales promotion By understanding the various segments of the market and its customers your company was able to substitute competitor products by an enlargement of its market share and generate growth rates way above market growth. Your company understands its clients well in regard to the technical requirements as well as the purchase decision process and sees itself as a full service provider in the time to come. Opportunities and Threats/ Risks & Concerns: There is plenty of room for the company to grow in its existing fields of business, e.g. the company is constantly expanding its customer base with in the India in the dealer market and internationally as well. Growth in the existing business area is expected to come from market growth, further market penetration, the supply of existing customers in other regions and the enlargement of the product portfolio. Additional economies of scale will be achieved by means of further capacity utilization. The company will be able to achieve these targets with a minimum of capital expenditure since reserve capacities, already exist. The future of Saws and Cutting Tools industry largely depends on the growth of industrialization, engineering sector, real estate, automobile sector etc. As India is emerging as one of the key auto, engineering centers and real estate in the world, the demand for Saws and Cutting Tools will increase. However the future of your company is directly linked to that of the Indian and world economy that is currently going through a very challenging phase and we share below the major risks and concerns. After achieving unprecedented growth of over 9 per cent for three successive years between 2005-06 and 2007-08 and recovering swiftly from the global financial crisis of 2008-09, the Indian economy has been going through challenging times that culminated in lower than 5 per cent growth of GDP at factor cost at constant prices for two consecutive years, i.e. 2012-13 and 2013- 14. Sub-5 percent GDP growth for two years in succession was last witnessed a quarter of a century ago in 1986-87 and 1987-88. Persistent uncertainty in the global outlook, caused by the crisis in the Euro area and general slowdown in the global economy, compounded by domestic structural constraints and inflationary pressures, resulted in a protracted slowdown. The slowdown is broadly in sync with trends in other emerging economies, but relatively deeper. India’s growth declined from an average of 8.3 per cent per annum during 2004-05 to 2011-12 to an average of 4.6 per cent in 2012-13 and 2013-14. Average growth in the emerging markets and developing economies including China declined from 6.8 per cent to 4.9 per cent in this period (calendar-year basis). What is particularly worrisome is the slowdown in manufacturing growth that averaged 0.2 per cent per annum in 2012-13 and 2013-14.

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In addition to the growth slowdown, inflation continued to pose significant challenges. After plummeting to Rs. 68.36 to a US dollar on 28 August 2013, triggered by the expected taper of quantitative easing in the United States, the rupee gradually strengthened and the year ended with the exchange rate averaging Rs. 61 per US dollar in March 2014. The last two years were particularly disappointing for the manufacturing sector, with growth averaging 0.2 per cent per annum. The decline has been quite broad based, as per data from the index of industrial production (IIP). Decline in the growth rate for basic goods continued for the third year in succession in 2013-14. Output of capital goods declined for the third year in a row starting 2011-12. Following close to double-digit growth between 2004-05 and 2011-12, the construction sector (that was the major source of employment in this period, as can be seen from Box 1.2) lost momentum in the last two years. Taken together with the trends in capital goods, the slowdown in construction activity reflects subdued business sentiments. The slowdown in services, in particular the internal trade, transport, and storage sectors, could be attributed to the loss of momentum in commodity-producing sectors. The mining and quarrying sector witnessed continuous decline in GDP share for several years, indicating its inability to cater to requirements of high growth, in the absence of comprehensive reforms. In the case of manufacturing, most of the gain in share occurred during 2004-05 to 2007-08, when the sector was growing. At an annual average rate exceeding 10 per cent, along with robust growth in corporate profits, savings, and investment. Activity was buoyant in registered manufacturing, while the share of unregistered manufacturing remained unchanged during the four years ending 2007-08. During 2008-09 to 2012-13, the share of manufacturing remained roughly constant despite an increase in share of the registered segment, as unregistered manufacturing recorded an average annual growth of only 3.4 per cent. The share of services has been consistently rising; more so since 2004-05. Real estate and business services also gained share. The services that witnessed stagnation/decline in share after 2010-11 include domestic trade, hotels, and storage. In the absence of sufficiently high growth in agriculture and industry, services would be seriously constrained to sustain growth acceleration on autopilot mode since many of the services are dependent on buoyancy in the commodity-producing sectors, especially industry. Today roughly 62% people are still dependent on agriculture, only a meager 18% share of the GDP comes from this sector and the majority coming from the service sector. In the long run, India will need to strengthen its industrial sector, and it has no alternatives at all. Any other growth model would just not be sustainable, as we have seen in the past, not just in India but also in the entire world. Therefore the government has put in renewed focus on the Make in India and simultaneously training the workforce. This massive task will start bearing fruits over the few years and hence we are optimistic about the medium term however the immediate challenges remain and an immediate, short-duration policy is the need of the moment.

That apart your company can face specific challenges on account of: 1. Change in tax structure, change in government policies, development and stability of Indian economy against the

negative external and internal forces may also impact the overall performance of the Company. 2. Profitability may be affected on account of competition from both existing manufacturers and imports of the

company’s products. 3. The Company is exposed to risks from market fluctuation of foreign exchange. Market Outlook The World Market for Cutting Tools is estimated to be in excess of US$ 15 billion out of which the Bimetal Band Saw Blades is at US$ 1.74 billion. The Indian Cutting Tool market as per the report dated July 4, 2011 by Madras Consultancy Group has been estimated at around Rs. 12,864 million in 2010-11. The report further stated that: the Cutting Tools market in India has been growing at around 8.9% per annum for the last 4 to 5 years. The market in India has been forecast at Rs. 20,862 million in 2015-16 Financial Performance With Respect To Operational Performance The company achieved revenue from operation of Rs. 546,555,730 and a net loss of Rs. 137,489,973 during 2014-15 against a revenue of Rs. 632,446,338 and net profit of Rs. 15,830,141 for the year 2013-14. The company made a loss

TRIDENT TOOLS LTD


after many years of profit can be attributed to decrease in sales value due to change in economic situation and liquidity issues. Internal Control Systems and their adequacy The Company has a proper adequate internal control system to ensure that all the assets are safe guarded and protected against the loss from unauthorized used or disposition and that transactions are authorized, recorded and reported correctly. The internal control is supplemented by an extensive internal audit, periodical review by the management and documented policies, guidelines and procedures. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets. Material Developments in Human Resources The Company continues to lay emphasis on developing and facilitating optimum human performance. Performance management was the key word for the Company this year. Recruitment process has been strengthened to ensure higher competence levels. Cautionary Statement The Statement in this Management Discussion and Analysis report, describing the Company’s outlook, projections, estimates, expectations or predictions may be “Forward looking Statements” within the meaning of applicable securities laws or regulations. Actual results could differ materially from those expressed or implied.

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INDEPENDENT AUDITOR’S REPORT

To The members of Trident Tools Ltd 1. Report on the Financial Statements

We have audited the accompanying financial statements of M/S TRIDENT TOOLS LTD, which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

2. Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

4. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31 2015, its profit/ loss, and its cash flows for the year ended on that date.

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5. Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable. As required by section 227(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purposes of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigation that would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education

and Protection Fund by the Company For GIRISH PATEL & CO.

(CHARTERED ACCOUNTANTS)

PROPRIETOR

Place: Mumbai. REGISTRATION NO.-103221W Date: 28/05/2015 M.NO.16743

TRIDENT TOOLS LTD


Annexure referred to in paragraph 5(1) of our report of even date to the members of M/s Trident Tools Limited on the accounts of the company for the year ended 31stMarch 2015. 1. a) The company has maintained requisite records showing required particulars including quantitative details

and situation of its fixed assets.

b) According to the information and explanation given to us by the management of the company, the management during the year has physically verified most of the fixed assets of the company and the intervals of such verification had also been reasonable.

2. a) Inventories have been physically verified during the year by the management. In our opinion the

frequency of verification is reasonable.

b) In our opinion, the procedures of the verification of inventories by the management are reasonable and adequate in relation to the size of the company and natures of its business.

c) In our opinion, the company is maintaining proper records of the inventory .The discrepancies noticed on

verification between the physical stocks and book records were not material. 3. The company has not granted any loans secured or unsecured to companies, firm or other parties covered in the

registers maintained under section 189 of the Companies Act, 2013. 4. In our opinion and according to the information and explanations given to us, there are adequate internal

control procedures commensurate with the size of the company and the nature of its business with regards to purchase of goods and with regards to sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in the internal controls procedure.

5. In our opinion, and according to the information and explanations given to us, the company has generally

complied with the provisions of section 73 to 76 of the Companies Act, 2013.

6. As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013.

7. a) According to the books and records as produced and examined by us in accordance with Generally Accepted

Auditing Practices in India and also based on management representations, undisputed statutory dues in respect of provident fund, employee state insurance, wealth tax, service tax, sales tax, value added tax, duty of customs, excise duty, cess and other material statutory dues have generally been regularly deposited by the company with the appropriate authorities in India; except Income tax amounting to Rs.57,89,871/- pertaining to the previous year 2013-14 is still payable.

b) According to information and explanations given to us, no undisputed amounts payable in respect of

provident fund, employee state insurance, wealth tax, service tax, sales tax, value added tax, duty of customs, excise duty, cess and other material statutory dues were outstanding as on 31st March, 2015 for a period more than six months from the date the same became payable except Income tax amounting to Rs.57, 89,871/- pertaining to the previous year 2013-14 is still payable.

c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 2013 and rules there under has been transferred to such fund within time.

8. The Company has accumulated losses exceeding 50% of Net worth at the end of the financial year & has

incurred Cash Loss during the financial year. However the Company has not incurred any loss in the immediately preceding financial year.

TRIDENT TOOLS LTD


9. As observed by us and as per the information and explanations given by the management, The Company has paid its term loan installment up to 31/12/2014 and from 01/01/2015 onwards the company has applied for Debt Restricting proposal, the same is pending for approval.

10. As per the information and explanations given to us, the company has not given any guarantee for loans taken

by others from any bank or financial institutions during the year. 11. In our opinion, and according to the information and explanation given to us, the company has not raised any

term loans during the year.

12. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud on or by the company nor we have been informed by the management of any such instance being noticed or reported during the year.

For GIRISH PATEL & CO. (CHARTERED ACCOUNTANTS)

PROPRIETOR Place: Mumbai. REGISTRATION NO.-103221W Date : 28/05/2015 M.NO.16743

TRIDENT TOOLS LTD


TRIDENT TOOLS LIMITED SIGNIFICANT ACCOUNTING POLICIES

A. Basis of preparation 1. These financial statement have been prepared and presented under the historical cost convention on the accrual basis of accounting, unless otherwise stated and comply with generally accepted accounting principles, statutory requirements, the Accounting Standards (AS) issued by the Institute of Chartered Accountants of India (ICAI) to the extent applicable and current practice prevailing. B. Use of Estimates

The preparation of the financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of Assets and Liabilities , revenues and expenses and disclosure of Contingent Liabilities at the date of the financial statements. Actual result could differ from those estimates. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. Any revision to the accounting estimates is recognized prospectively in the current and future period.

C. Fixed Assets / Capital work-in-progress/ Intangible assets Fixed assets are stated at actual cost, which comprises of purchase consideration and other directly attributable costs for bringing the assets to its working condition for the intended use. Direct Costs are Capitalized until fixed assets are ready for use. Capital work-in-progress comprises of the cost of fixed assets that are not yet ready for their intended use at the reporting date. Intangible assets are recorded at the consideration paid for acquisition of such assets and are carried at cost less accumulated amortization and impairment.

D. Depreciation and Amortization Depreciation has been provided on written down value as per rates of depreciation prescribed as per schedule II of the Company Act, 2013 except plant & machinery and electrical installation which is provided on straight line method.

E. Investments Investment that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long term investments. Current investments are carried at lower of cost and fair value determined on an individual basis. Long term investments are carried at cost. However provision for diminution in the value is made to recognize a decline other than temporary in the value of investments.

F. Revenue Recognition 1. Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

2. Revenue is recognized when the significant risks and rewards of ownership of the goods have passed to the buyer. 3. The Company follows the Accrual System of accounting and recognizes income and expenditure on accrual basis.

G. Inventory Inventories are valued at cost or net realisable value whichever is lower. Cost of inventories comprises all costs of purchase, conversion and other costs incurred in bringing the inventories to their present location and condition.

H. Taxation 1. Current Income tax on income for the current period is determined on the basis of taxable income and tax credit computed in accordance with the provisions of the Income Tax Act 1961, and based on expected outcome of assessment /appeals. 2. Deferred Tax is recognized subject to the consideration of prudence on the timing difference, being the difference between the taxable income and accounting income that originate in one period and are capable of reversal of one or more subsequent periods.

TRIDENT TOOLS LTD


I. Employee Benefits

a) Short Term Employees Benefits Short Term Employees Benefits are recognised as an expense at the undiscounted amount in the Profit and Loss Account of the period in which the related services are rendered. b) Post Employment Benefits i) Provident Fund - Defined Contribution Plan The Company contributes monthly at a determined rate. These contributions are remitted to the Employees’ Provident Fund Organisation, India for this purpose and is charged to Profit and Loss Account on accrual basis. ii) Gratuity - Defined Benefit Plan The Company provides for gratuity to all the eligible employees. The benefit is in the form of lump sum payments to vested employees on retirement, on death while in employment, or termination of employment for an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs on the completion of five years of service. Liability in respect of gratuity is determined using the projected unit credit method with actuarial valuations as on the Balance Sheet date and gains/losses are recognised immediately in the Profit and Loss Account. iii) Leave Encashment Liability in respect of leave encashment is determined using the projected unit credit method with actuarial valuations as on the Balance Sheet date and gains/losses are recognised immediately in the Profit and Loss Account.

J . Foreign Currency Transaction 1. Transaction denominated in foreign currency if any, are recorded at the exchange rate prevailing on the date of transactions. Exchange difference arising on foreign exchange transactions settled during the year, if any, are recognized in the Profit and Loss account of the year except that exchange difference related to acquisition of fixed assets from a country outside India are adjusted in the carrying amount of the related Fixed Assets.

2. Monetary assets and liabilities in foreign currency, if any , are translated at the year end at the closing exchange rate and the resultant exchange differences are recognized in the Profit and Loss Account. Non-monetary foreign currency items are carried at cost. 3. The premium or discount on forward exchange contracts, if any, is amortisized as expenses or income over the life of the contract.

K. Impairment of Assets a) The Carrying amount of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognised where the carrying amount of an assets exceeds its recoverable amount. The recoverable amount is greater of the asset's net selling price and value in use. In assessing value in use the estimated future cash flows are discounted to their present value at the weighted average cost of capital b) After impairment, depreciation/deletion is provided in subsequent period on the revised carrying amount of the asset over its remaining useful life. c) Impairment loss recognised in an earlier period will be reversed in a later period depending on changes in circumstances to the extent that the discounted future net cash flows are higher than net book value at the time. In reversing impairment losses, the carrying amount of the asset will be increased to lower of its original carrying value or the carrying value that would have been determined (net of depletion) had no impairment loss been recognised in prior periods.

TRIDENT TOOLS LTD


L Borrowing Costs Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of that assets. Other borrowing costs are recognized as an expense in the period in which they are incurred. M. Excise and Customs Duty Excise Duty in respect of finished goods lying in the factory premises and Customs duty on goods lying in customs bonded warehouse are provided for and included in the valuation of Inventory

N. Earning per Share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to the equity shareholders by the weighted average number of equity shares outstanding the period. The weighted number of equity shares outstanding during the period is adjusted for events of bonus issue.

TRIDENT TOOLS LTD


TRIDENT TOOLS LIMITED Balance Sheet as at 31st March,2015

(in Rupees)

Particulars Note No. As at 31st March,2015 As at 31st

March,2014

1 Shareholders’ funds (a) Share capital 1 14,04,00,000 14,04,00,000

(b) Reserves and surplus 2 (11,04,75,742) 3,16,25,226

2 Non-current liabilities (a) Long-term borrowings 3 53,91,37,013 45,81,67,958

(b) Deferred tax liabilities (Net) 4 4,07,12,394 2,24,82,029 (c) Long-term provisions 5 16,79,000 11,44,200 (d) Other Long -term liabilities 6 3,26,97,215 -

3 Current liabilities (a) Short-term borrowings 7 22,42,45,560 16,50,39,144

(b) Trade payables 8 9,25,68,908 9,42,14,880 (c) Other current liabilities 9 1,31,05,666 1,28,03,631 (d) Short-term provisions 10 60,62,089 98,20,891

TOTAL 98,01,32,102 93,56,97,959 II. ASSETS

Non-current assets 1 (a) Fixed assets (i) Tangible assets 11 60,68,27,409 33,84,41,188

(ii) Intangible assets 11 30,00,000 37,50,000 (iii) Capital work-in-progress 11 - 20,78,68,317 (b) Non-current investments 12 58,741 58,741 (c) Long-term loans and advances 13 44,17,050 39,81,835

2 Current assets (a) Inventories 14 28,26,66,513 24,47,32,006

(b) Trade receivables 15 5,70,99,666 9,65,84,201 (c) Cash and cash equivalents 16 52,29,624 1,34,03,203 (d) Short-term loans and advances 17 1,81,77,300 2,68,70,302 (e) Other current assets 18 26,55,799 8,166

TOTAL 98,01,32,102 93,56,97,959

Significant accounting policies and notes to accounts 1 - 34

As per our Report of even date

For and on behalf of Board Directors of Trident Tools Limited

For GIRISH PATEL & CO. Chartered Accountants

Narendra R.Gupta Ravi N.Gupta

Chairman Managing Director

DIN 00535619 DIN 00106681

Girish Patel Proprietor REGISTRATION NO.-103221W

Membership No: 16743 Place : Mumbai

Nikita Bavishi Date : 28.05.2015

Company Secretary ( M. No 34557)

TRIDENT TOOLS LTD


TRIDENT TOOLS LIMITED Profit and loss statement for the year ended 31.03.2015

( Amount in Rupees)

Particulars Refer Note

No. 31 March 2015 31 March 2014

I. Revenue from operations 19 54,65,48,098 63,24,46,338

II. Other income 20 7,632 1,23,273

III. Total Revenue (I + II) 54,65,55,730 63,25,69,611

IV. Expenses: Cost of materials consumed 21 50,88,85,284 48,37,22,440

Changes in inventories of finished goods work-in-progress and Stock-in-Trade 22 (2,62,98,967) (5,43,36,730)

Employee benefits expense 23 2,71,40,399 3,00,42,802 Finance costs 24 4,80,36,883 4,51,48,160 Depreciation and amortization expense 11 3,52,74,808 2,83,31,352 Other expenses 25 7,27,76,932 7,30,95,176 Total expenses 66,58,15,339 60,60,03,200

V. Profit before tax (III- IV) -11,92,59,608 2,65,66,411

VI. Tax expense: (1) Current tax - 57,89,871 (2) Deferred tax 1,82,30,365 49,46,399

VII. Profit (Loss) for the period (V - VI) -13,74,89,973 1,58,30,141

VIII Earnings per equity share:

(1) Basic (9.79) 1.13 (2) Diluted (9.79) 1.13


As per our Report of even date For and on behalf of Board Directors of

Trident Tools Limited


Narendra R .Gupta

Ravi N Gupta

Chairman

Managing Director

DIN 00535619

DIN 00106681


Nikita Bavishi MEMBERSHIP NO: 16743

Company Secretary (M. No 34557)

TRIDENT TOOLS LTD


TRIDENT TOOLS LIMITED

Cash Flow Statement for the Year Ended 31st March, 2015

2015 2014

(Rs.) (Rs.)

Cash Flow from Operating Activities

Profit Before Tax and Extraordinary items (11,92,59,608) 2,65,66,411

(as per Profit and Loss Account)

Adjustment for: Depreciation & Amortization 3,52,74,808 2,83,31,352 Loss/(Profit) on sale of Fixed Assets 1,06,639 (1,19,061) Provision for Gratuity 7,25,000 - Provision for Leave Encashment (1,78,000) - Interest & Finance Charges 4,80,36,883 4,51,48,160 Dividend Income (1,500) -

Operating Profit before Working Capital Changes (3,52,95,778) 9,99,26,861

Adjustment for: (Increase)/Decrease in Inventories (3,79,34,507) (6,27,85,347) (Increase)/Decrease in Sundry Debtors 3,94,84,534 (4,18,94,919) (Increase)/Decrease in Other Receivable 56,10,154 (37,62,088) Increase/(Decrease) in Trade and Others Payables 2,82,31,264 3,68,27,012

Cash Generated From Operations 95,667 2,83,11,519 Income Tax Paid 35,00,000 26,00,000

Cash Inflow Before Prior Period Adjustments (34,04,333) 2,57,11,519

Net Cash from Operating Activities A (34,04,333) 2,57,11,519

Cash Flow from Investing Activities Acquisition of Fixed Assets (9,69,23,333) (21,58,33,536) Sale of Fixed Assets 14,000 2,15,000

Dividend Income 1,500 -

Net Cash from Investing Activities B (9,69,07,833) (21,56,18,536)

Cash Flow from Financing Activities Proceeds from issue of Equity Shares - 2,95,07,400 Proceeds from premium on issue of Equity shares - Proceeds from share warrants - (2,95,07,400) Increase/(Decrease) in Secured Loan 14,01,75,470 24,06,34,462 Interest & Finance Charges (4,80,36,883) (4,51,48,160) Payment of Dividend & Taxes - 23,53,506 -

Net Cash from Financial Activities C 9,21,38,587 19,78,39,808

Net Increase in Cash and Cash Equivalents (A+B+C) (81,73,578) 79,32,791

Cash and Cash Equivalents - Opening Balance 1,34,03,203 54,70,412

TRIDENT TOOLS LTD


Cash and Cash Equivalents - Closing Balance 52,29,624 1,34,03,203



For and on behalf of Board Directors of



Narendra R Gupta

Chairman (DIN 00535619)


Ravi N Gupta

Managing Director (DIN 00106681)

MEMBERSHIP NO: 16743 PLACE : MUMBAI

Company Secretary

Company Secretary (M. No 34557)

TRIDENT TOOLS LTD



Notes on Financial Statements for the year ended 31st March,2015

NOTE 1

Disclosure pursuant to Note no. 6(A)(a, b & c) of Part I of Schedule III to the Companies Act, 2013

Particulars 31-Mar-15 31-Mar-14

Amount Amount Share Capital

Authorised

1,50,50,000 Equity Shares of Rs.10 each

15,05,00,000

15,05,00,000

Issued Subscribed & Paid up 1,40,40,000 Equity Shares of Rs.10 each 14,04,00,000 14,04,00,000

Total 14,04,00,000 14,04,00,000

NOTE 1 A

Disclosure pursuant to Note no. 6(A)(d) of Part I of Schedule III to the Companies Act, 2013

Particulars Equity Shares Number Amount

Shares outstanding at the beginning of the year

1,40,40,000

14,04,00,000

Shares Issued during the year -

-

Shares bought back during the year -

-

Shares outstanding at the end of the year

1,40,40,000

14,04,00,000 NOTE 1 B

Disclosure pursuant to Note no. 6(A) (g) of Part I of Schedule III to the Companies Act, 2013 (if more than 5%)

SR NO Name of Shareholder As at 31 March 2015 As at 31 March 2014

No. of Shares held % of Holding No. of

Shares held % of

Holding 1 RAVI N GUPTA (HUF) 4381170 31.20% 4381170 31.20% 2 SNEHAL MULTITRADE PVT LTD 2340000 16.67% 2340000 16.67% 3 RAVI NARENDRA GUPTA 1603100 11.42% 1603100 11.42% 4 VULCAN TOOLS PRIVATE LIMITED 847503 6.04% 847503 6.04% 5 ULTRACUT TOOLS PVT. LTD 599871 4.27% 599871 4.27% 6 AXIS TOOLS & ENGG CO. PVT. LTD 778787 5.55% 778787 5.55%

As per records of the Company, including its registers of Shareholders/Members and other declaration received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares. Company is in process of Compliance with clause 40A of listing Agreement

TRIDENT TOOLS LTD


Notes on Financial Statements for the year ended 31st March,2015

NOTE 2

Disclosure pursuant to Note no. 6(B) of Part I of Schedule III to the Companies Act, 2013

Reserves & Surplus As at 31 March

2015 As at 31 March

2014 Amount Amount

a. Securities Premium Account Opening Balance 61,07,400 - (+) Premium on issue of shares 61,07,400 (-) Adjusted on account of Merger with Quickcut Engineering Co. Pvt Ltd - Closing Balance

61,07,400 61,07,400

b. Revaluation Reserve Opening Balance (As per Last Year) 32,81,781 32,81,781 (-) Depreciation on Revalued Asset adjusted

6,59,246

Closing Balance 26,22,535 32,81,781

c. Surplus Opening balance 2,22,36,045 25,40,143 (+) Net Profit/(Net Loss) For the current year (13,74,89,973) 1,58,30,141 (+) Mat Credit - 19,70,466 (+) Reversal & cancellation of Proposed Dividend & Taxes for F.Y. 2012 -2013 23,53,506 (-) Transfer of R & S of M/S Narendra & Sons Strips LLP on account of Takeover 4,58,211 (-) Short Provision for Income Tax (A.Y.2013-14) 14,71,916 - (-) CST liability payment as per Assessment Order ( A.Y. 2010-11) 11,35,175 (-) Short Provision for MVAT (A.Y.2014-15) 7,571 (-) Adjustment of Depreciation out of Retained earning 11,00,736 (-) Penalty & Interest on Metrology and other statutory dues 2,36,350 Closing Balance

(11,92,05,677) 2,22,36,045

Total (11,04,75,742) 3,16,25,226

TRIDENT TOOLS LTD


TRIDENT TOOLS LIMITED Notes on Financial Statements for the year ended 31st March, 2015

NOTE 3

Disclosure pursuant to Note no. 6(C) of Part I of Schedule III to the Companies Act, 2013

Long Term Borrowings As at 31 March 2015 As at 31 March 2014

Secured (a) Term loans

From banks P.N.B.TERM LOAN A/C NO.175600IB20032773 - 8,17,913 P.N.B.TERM LOAN A/C NO.175600IB20032834 1,60,97,606 2,06,32,928 P.N.B.TERM LOAN A/C NO.175600IB20032904 5,51,68,599 6,97,49,543

P.N.B.TERM LOAN A/C NO.175600IB20032904 (Buyer's 4,26,77,000 3,89,65,805 Less :- FDR AGAINST Above Buyer's Credit -1,32,00,000 2,94,77,000 -1,52,66,630 2,36,99,175 P.N.B.TERM LOAN A/C NO.175600IC00000146 6,60,735 14,16,957 P.N.B.TERM LOAN A/C NO.175600IB20032995 15,03,537 93,06,135 P.N.B.TERM LOAN A/C NO.175600IB20032995 (Buyer's 9,03,12,500 7,84,34,600 Less :- FDR AGAINST Above Buyer's Credit -2,60,00,000 6,43,12,500 -2,90,48,400 4,93,86,200 P.N.B.TERM LOAN A/C NO.125300IC00008557 (PNB 21,48,672 21,09,445 P.N.B.TERM LOAN A/C NO.125300IC00008496 (PNB 6,10,97,948 6,58,69,895 P.N.B.TERM LOAN A/C (PNB Speez Buyer's Credit) 15,44,37,500 10,89,81,95 Less :- FDR AGAINST Above Buyer's Credit -6,47,60,000 8,96,77,500 -4,61,33,492 6,28,48,458 P.N.B.TERM LOAN A/C NO.175600UR00000543 63,81,209 - P.N.B.TERM LOAN A/C NO.175600UR00000552 2,36,35,373 - P.N.B.TERM LOAN A/C NO.175600UR00000561 42,62,966 - P.N.B.TERM LOAN A/C NO.175600UR00000570 35,81,654 - P.N.B.TERM LOAN A/C NO.175600UR00000589 14,11,858 - P.N.B.TERM LOAN A/C NO.175600UR00000598 33,01,645 - P.N.B.TERM LOAN A/C NO.175600UR00000604 19,67,424 - P.N.B.TERM LOAN A/C NO.175600UR00000613 30,82,038 - P.N.B.TERM LOAN A/C NO.175600UR00000622 19,38,069 - P.N.B.TERM LOAN A/C NO.175600UR00000631 51,17,969 - P.N.B.TERM LOAN A/C NO.175600UR00000640 26,65,755 - P.N.B.TERM LOAN A/C NO.175600UR00000659 60,58,132 - P.N.B.TERM LOAN A/C NO.175600UR00000668 47,06,017 -

(b) Motor Car Loan From banks

P.N.B.MOTOR CAR A/C NO.175600IB20332922 (Tata 3,83,950 4,89,602 P.N.B.MOTOR CAR LOAN A/C NO.175600NG00003126 5,87,371 7,04,439 P.N.B.MOTOR CAR LOAN A/C NO.175600NG00003311 4,69,949 6,28,584 P.N.B.MOTOR CAR LOAN A/C NO.175600NG00003490 (Mercedies)

46,34,887 49,00,121 Unsecured

From others 14,47,26,650

14,55,43,563

Deposits From others 80,000 65,000

Total 53,91,37,01 45,81,67,958 Note :- Instalment falling due in next 12 months for Term Loan Rs.0.00 Lacs due to Debt Restructuring Proposal pending for Approval & for Motor Car Rs. 15.40 Lacs

TRIDENT TOOLS LTD


(a) Term loans :-

P.N.B.TERM LOAN A/C NO.175600IB20032834 - (Rs. 350 Lacs)

- Security :- Machineries purchased against the said Term Loan.

- Rate of Interest :- BR + TP + 3.25 -0.50 % i.e. 10.25 + 0.50 + 3.25 -0.50 = 13.50% p.a.

- Margin :- 25%

- Terms of Repayment :- Moratorium - 6 months from the date of first release and thereafter 84 equal monthly instalment starting from 01.10.2010 and last instalment is due on 30.09.2017, total door to door tenor of 90 months

P.N.B.TERM LOAN A/C NO.175600IB20032904 - (Rs. 1150 lacs)



- Margin :- 25%

- Terms of Repayment :- Moratorium - 12 months from the date of first release and thereafter 72 monthly instalment*** starting from October 2012 and last instalment is due on 30.09.2018, total door to door tenor of 84 months

P.N.B.TERM LOAN A/C NO.175600IC00000146 - (Rs. 50 Lacs )



- Margin :- 26.83%

- Terms of Repayment :- 72 monthly instalment starting from 31/10/2009 and last instalment is due on 31/10/2015

P.N.B.TERM LOAN A/C NO.175600IB20032995 - (Rs. 650 lacs)



- Margin :- 32.64%

- Terms of Repayment :- Moratorium - 12 months from the date of first release and thereafter 72 monthly instalment**** starting from October 2013 and last instalment is due on 30.09.2019, total door to door tenor of 84 months

NOTE 3 (a)

**Personal / Corporate Guarantee :- (Rs. In Lacs)

Name of Guarantor Mr/ Mrs

Relationship with borrower

Net Worth

Immovable Property

Ravi N Gupta Director 138 Nil

Narendra R Gupta Director 47 Nil

M/S Vimal Textiles Owner of the Collateral security 137 140

TRIDENT TOOLS LTD


(b) Motor Car loan taken from PNB against hypothecation of Motor Car

(b) Motor Car Loan

P.N.B.MOTOR CAR A/C NO.175600IB20332922 (Tata LPT) - (Rs. 7 Lacs)

- Security :- Hypothecation of Motor Car ( TATA LPT)


- Margin :- 25%

- Terms of Repayment :- 84 equal monthly instalment of Rs. 8330/- starting from 23/12/2011 and last

instalment is due on 23/12/2018

P.N.B.MOTOR CAR LOAN A/C NO.175600NG00003126 (Innova) - (Rs. 10.36 Lacs)

- Security :- Hypothecation of Motor Car ( INNOVA)

- Rate of Interest :- 12% p.a.

- Margin :- 25%



P.N.B.MOTOR CAR LOAN A/C NO.175600NG00003311 (Vento)

- Security :- Hypothecation of Motor Car ( VENTO)

- Rate of Interest :- 12% p.a.

- Margin :- 25%



TRIDENT TOOLS LTD



For The Financial Year ended 31st March 2015 Deferred Tax Computation

NOTES 4

Amount (In

Rs.) Timing

Difference Effect on Taxation Type Originating

/ Reversal

1. WDV

As per Companies Act 60,29,07,527

As per Income Tax Act 47,04,46,829 13,24,60,698 Less Liability Originating

2. Dissallowed U/S 40A(7)

As per Companies Act 7,25,000 As per Income Tax Act - 7,25,000 More Assets Originating

3. Dissallowed U/S 43 B

As per Companies Act (1,78,000) As per Income Tax Act 1,58,377 (19,623) Less Liability Originating

Total (Liability) 13,24,60,698 Total Assets 7,05,377 Total Timming Difference 13,17,55,321 Tax on Timing Difference @ 30.90% 4,07,12,394 Total Liability 4,07,12,394 Less: Deferred Tax Liabilities upto Previous Year 2,24,82,029 Provision for Deferred Tax Liability 1,82,30,365

TRIDENT TOOLS LTD


TRIDENT TOOLS LIMITED Notes on Financial Statements for the year ended 31st March,2015

NOTE 5 Disclosure pursuant to Note no. 6(E) of Part I of Schedule III to the Companies Act, 2013

Long Term Provisions

As at 31 March 2015

As at 31 March 2014

Amount Amount (a) Provision for employee benefits

Gratuity (unfunded) 13,03,000 5,78,000 Leave Encashment (unfunded) 3,76,000 5,66,200

Total 16,79,000 11,44,200

NOTE 6 Disclosure pursuant to Note no. 6(E) of Part I of Schedule III to the Companies Act, 2013

Other Long Term Liabilities

As at 31 March 2015

As at 31 March 2014

Amount Amount Other Long Term Liabilities (Against Capital Goods)

Total

3,26,97,215

- 3,26,97,215

-

NOTE 7 Disclosure pursuant to Note no. 6(F) of Part I of Schedule III to the Companies Act, 2013

Short Term Borrowings

As at 31 March 2015

As at 31 March 2014

Secured Secured Secured (a) Working Capital Loan

From banks P.N.B.C/C A/c.No.1756008700000594 21,86,73,696 13,14,93,859 P.N.B.C/C A/c.No.1253008700001106 - 1,52,00,640

(b) Packing Credit From banks P.N.B.175600UD00000176 (PC) 55,71,864 - P.N.B.175600UD00000121 (PC) - 10,060 P.N.B.175600UD00000130 (PC) - 60,92,702 P.N.B.175600UD00000158 (PC) - 1,22,41,883

Total 22,42,45,560 16,50,39,144

(a) Working Capital Loan - CC (H) - Security :- Hypothecation of entire stock of raw materials, stock in progress and finished goods,

consumable stores & spare & packing material etc., and Book debts arising out of geuine sale transaction.

- Rate of Interest :- BR + 3.25% - 0.50% presently 13.00% P.A. - Margin :- 25%

TRIDENT TOOLS LTD


(b) Packing Credit : - Security :-First charge on entire current assets, present & future, including entire stocks, book debts, loans &

advance etc. DP, however, to be allowed against stocks only as per CC (H) facility - Amount Limit :- Upto Rs 5.50 lacs (sub limit to CC (H)) - Margin :- 10% for packing credit - Terms of Repayment :- Each packing credit shall be adjusted by the borrower within the specified period

(maximum 180 days) duly assessed on the basis of the total operating cycle from procurement of raw material

to actual shipment of finished goods of validity period of Export order/LC, whichever is earlier

**Personal Guarantee :- Refer Note 3(a)

TRIDENT TOOLS LTD


NOTE 11:- FIXED ASSETS

Adjusted in Opening P&L Net Block Net Block

As at As at As at For the As at As at As at1.04.14 31.03.15 1.04.14 Year 31.03.15 31.03.15 31.03.14

A Lease Hold Land 69,19,882 - - 69,19,882 - - - - 69,19,882 69,19,882 Building 5,14,82,516 2,74,90,634 - 7,89,73,150 1,12,90,703 69,20,659 - 1,82,11,362 - 6,07,61,788 4,01,91,813 Plant & Machinery 31,81,02,248 26,90,38,030 - 58,71,40,278 4,66,49,303 2,33,05,368 - 6,99,54,671 - 51,71,85,607 27,14,52,945

Furniture & Fixtures 14,61,076 3,20,000 - 17,81,076 7,07,704 3,01,938 - 10,09,642 12,542 7,58,893 7,53,372 Motor Cars 1,08,02,773 - - 1,08,02,773 34,06,581 24,02,675 - 58,09,256 37,818 49,55,700 73,96,192 Office Equipments 8,24,555 21,000 - 8,45,555 6,97,804 54,106 - 7,51,910 17,011 76,634 1,26,751 Factory Equipments 2,87,412 - - 2,87,412 1,22,629 32,578 - 1,55,207 46,506 85,699 1,64,783 Laboratory Equipment

26,31,147 - - 26,31,147 20,25,951 - - 20,25,951 4,73,639 1,31,557 6,05,196 Electrical Installation

1,35,26,761 78,23,603 - 2,13,50,364 32,72,041 19,09,524 - 51,81,565 4,56,928 1,57,11,871 1,02,54,720 Air condition 4,23,484 22,667 2,64,930 1,81,221 2,24,709 25,917 1,44,291 1,06,335 19,834 55,052 1,98,775 Computer 15,28,049 75,716 - 16,03,765 11,51,290 2,31,289 - 13,82,579 36,460 1,84,726 3,76,760

Depreciation Adjusted against Revaluation Reserve (6,59,246)

Total 40,79,89,903 30,47,91,650 2,64,930 71,25,16,623 6,95,48,715 3,45,24,808 1,44,291 10,45,88,478 11,00,736 60,68,27,409 33,84,41,190 Previous Year 40,06,68,237 79,65,219 6,43,553 40,79,89,903 4,25,14,978 2,75,81,352 5,47,614 6,95,48,715 - 33,84,41,188 35,81,53,260

B Intangible Assets

Goodwill 75,00,000 - - 75,00,000 37,50,000 7,50,000 - 45,00,000 - 30,00,000 37,50,000

Total (B) 75,00,000 - - 75,00,000 37,50,000 7,50,000 - 45,00,000 - 30,00,000 37,50,000 Total (A+B) 41,54,89,903 30,47,91,650 2,64,930 72,00,16,623 7,32,98,715 3,52,74,808 1,44,291 10,90,88,478 11,00,736 60,98,27,409 34,21,91,190

C Capital Work In Progress - 20,78,68,317

Total - - - - - - - - - 20,78,68,317

9.1 Capital work-in-progress under development includes :-i) Rs. Nil (P.Y. Rs. 207868317) on account of EDGE WIRE & BACKER PROJECT.

TRIDENT TOOLS LIMITEDNotes on Financial Statements for the year ended 31st March,2015

Disclosure pursuant to Note no.6 I (i), (ii), (iii); Note no.6 J (i),(ii); Note no. J and Note no. L of Part I of Schedule VI to the Companies Act, 1956

DescriptionGross Block Depreciation Block

Additions Deductions Adjustments

TRIDENT TOOLS LTD



NOTE 12 Disclosure pursuant to Note no. 6(K) of Part I of Schedule III to the Companies Act, 2013 As at 31 March As at 31 March

Non - Current Investment 2015 2014 Amount Amount Other Investments (at cost) (a) Investment in Equity Shares - Quoted, Fully paid up

i)5000 (P.Y. 1000) Equity shares of BANK OF BARODA LIMITED, 54,241 54,241 of Rs.2 each. (Market Value Rs.163.30/per share as on 31.3.2015)

ii)100 (P.Y. 100) Equity shares of BANK OF INDIA LIMITED, 4,500 4,500 of Rs.10 each. (Market Value Rs.195.75/per share as on 31.3.2015)

58,741 58,741

NOTE 13 Disclosure pursuant to Note no. L (i), (ii) and (iii) of Part I of Schedule III to the Companies Act, 2013 As at 31 March As at 31 March

Long Term Loans and Advances 2015 2014 Amount Amount Unsecured, considered good a. Security Deposits 44,17,050 39,81,835

Total 44,17,050 39,81,835 NOTE 14 Disclosure pursuant to Note no.O (i), (ii) and (ii) of Part I of Schedule III to the Companies Act, 2013 As at 31 March As at 31 March

Inventories 2015 2014 Amount Amount Valued at lower of cost or Net releasable value a. Raw Materials and components 7,10,83,608 5,90,76,086 b. Work-in-progress 16,41,49,273 12,03,92,482 c. Finished goods 4,14,73,105 6,04,07,372 d. Stores and spares 59,60,527 48,56,066

Grand Total 28,26,66,513 24,47,32,006 NOTE 15 Disclosure pursuant to Note no.P (i), (ii), (iii) and (iv) of Part I of Schedule III to the Companies Act, 2013

As at 31 March As at 31 March

Trade Receivables 2015 2014

Amount Amount Unsecured, considered good Due for more than 6 month 39,12,140 56,06,597 others 5,31,87,526 9,09,77,604

Total 5,70,99,666 9,65,84,201

TRIDENT TOOLS LTD


TRIDENT TOOLS LIMITED Notes on Financial Statements for the year ended 31st March, 2015

NOTE 16 Disclosure pursuant to Note no. Q (i), (ii), (iii), (iv) and (v) of Part I of Schedule III to the Companies Act, 2013 As at 31 March As at 31 March

Cash and cash equivalents 2015 2014 Amount Amount a. Balances with banks 1,43,338 1,98,484 b. Fixed deposits with bank

(Deposits with maturity less than 12 month) 45,49,063 1,30,20,753 c. Cash on hand 5,37,223 1,83,966

Total 52,29,624 1,34,03,203 NOTE 17 Disclosure pursuant to Note no. R (i), (ii) and (iii) of Part I of Schedule III to the Companies Act, 2013 As at 31 March As at 31 March

Short-term loans and advances 2015 2014 Amount Amount Unsecured, considered good a. Advance recoverable in cash or in kind or for value to be 65,53,938 1,46,75,207

received considered good b. Balance with Customs, central Excise, Mvat & Income Tax Authorities 1,16,23,362 1,21,95,095

Total 1,81,77,300 2,68,70,302 NOTE 18 As per Point No. 6S of General Instructions for Preparation of Balance Sheet As at 31 March As at 31 March

Other current assets (specify nature) 2015 2014 Amount Amount a. Prepaid Expenses 1,50,341 8,166b. Interest Receivable from PNB 25,05,458 0 Total 26,55,799 8,166

TRIDENT TOOLS LTD



NOTE 19

Disclosure pursuant to Note no. 2 of Part II of Schedule III to the Companies Act, 2013

Revenue From Operations

As at 31 March As at 31 March 2015 2014

Amount Amount Sale of products 57,67,49,250 66,65,37,535 Other operating revenues 12,53,009 30,62,523 57,80,02,259 66,96,00,058 Less: Excise duty & Taxes 3,14,54,161 3,71,53,720

Total 54,65,48,098 63,24,46,338 NOTE 20 Disclosure pursuant to Note no. 4 of Part II of Schedule III to the Companies Act, 2013 As at 31 March As at 31 March

Other Income 2015 2014 Amount Amount

Interest on SB A/c 5,132 4,212 Dividend Income 1,500 - Profit on sale of Assets - 1,19,061 Miscellaneous Income 1,000 -

Total 7,632 1,23,273 NOTE 21 As at 31 March As at 31 March

Cost of Raw Material consumed 2015 Amount 2014 Amount Inventory at the beginning of the year 5,90,76,086 5,17,11,401 Add : Purchases 52,08,92,806 49,10,87,125 Less: Inventory at the end of the year 7,10,83,608 5,90,76,086

Total 50,88,85,284 48,37,22,440

NOTE 22

Changes in inventories of finished goods, work-in-progress and Stock-in-

Trade

As at 31 March 2015 Amount

As at 31 March 2014 Amount

Inventories at the end of the year

a. Finished Goods

4,14,73,105 6,04,07,372 b. Work -in- progress 16,41,49,273 12,03,92,482 c. Excise duty on Finished goods -50,54,472 -65,30,915

20,05,67,906 17,42,68,939 Inventory at the beginning of the year

a. Finished Goods 6,04,07,372 4,33,95,444 b. Work -in- progress 12,03,92,482 8,16,49,527 c. Excise duty on Finished goods -65,30,915 -51,12,762

17,42,68,939 11,99,32,209

Total -2,62,98,967 -5,43,36,730

TRIDENT TOOLS LTD



NOTE 23

Disclosure pursuant to Note no. 5(i)(a) of Part II of Schedule III to the Companies Act, 2013

Employee Benefits Expense As at 31 March 2015 As at 31 March

2014 Amount Amount

(a) Salaries, Bonus and incentives 2,57,82,977 2,83,01,916 (b) Contribution to Provident and other funds 7,88,604 8,03,129 (c) Staff welfare expenses 5,68,818 9,37,757

Total 2,71,40,399 3,00,42,802

NOTE 24 Disclosure pursuant to Note no. 3 of Part II of Schedule III to the Companies Act, 2013

As at 31 March 2015 As at 31 March 2014

Finance costs Amount Amount INTEREST EXPENSES :- 4,64,09,056 3,76,64,682Interest on Working Capital (C/C) 2,20,01,058 1,59,20,702 Interest on Term Loan - Interest on PNB Term Loan - 175600IB20032773 60,843 1,71,921 - Interest on PNB Term Loan - 175600IB20032904 80,99,579 1,15,40,633 - Interest on PNB Term Loan - 175600IB20032995 7,26,006 17,72,201 - Interest on PNB Term Loan - 175600IB20032834 23,80,583 34,26,543 - Interest on PNB Term Loan - 175600IC00000146 1,36,083 2,62,600 - Interest on PNB Term Loan - 125300IC00008557 2,76,580 - - Interest on PNB Term Loan - 125300IC00008496 83,77,500 -

Interest on Motor Car - Interest on PNB Motor Car Loan - 175600IB20032922 58,155 80,569 - Interest on PNB Motor Car Loan - 175600NG00003490 5,14,765 1,46,049 - Interest on PNB Motor Car Loan - 175600NG00002969 - 8,150 - Interest on PNB Motor Car Loan - 175600NG00003126 78,216 88,832 - Interest on PNB Motor Car Loan - 175600NG00003311 70,713 89,078

Interest on PCFC P.N.B.175600UE00000236 (PCFC) - 2,376

Interest on PACKING CREDIT 9,38,423 12,94,157

Interest & Charges on P.N.B.BUYER'S CREDIT LIMITS 45,15,142 23,47,055 Interest & Charges P.N.B.BUYER'S CREDIT LIMITS ON CAPITAL GOODS 94,13,334 56,23,469 Less:- Interest on FDR kept against above Buyer's credit (11237924) (5109653) Other borrowing costs 6,94,121 18,73,933Bank Charges & Commission 9,94,879 7,30,087Applicable net gain/loss on foreign currency transactions and translation -61,173 48,79,458

Total 4,80,36,883 4,51,48,160

TRIDENT TOOLS LTD



Notes on Financial Statements for the year ended 31st March, 2015 NOTE 25

SR No Other expenses

As at 31 March 2015 As at 31 March 2014

Amount Amount Amount Amount

1 Manufacturing Expenses Consumption of Stores & Spares 1,70,35,200 1,71,55,563 Power & Fuel 1,57,00,091 1,55,58,180 Direct Expenses 1,85,90,945 1,93,56,705 Exchange Difference (net) 43,62,244 -3,76,465 Repairs to machinery 3,14,569 5,60,03,050 3,58,871 5,20,52,853

2 Administrative Expenses LEGAL & PROFESSIONAL CHARGES 8,52,712 7,69,131 CONVEYANCE EXPENSES 2,24,643 6,79,770 Telephone & Internet Charges 4,10,371 4,58,391 Office Maintenance & Other Expenses 7,23,845 7,20,152 Factory Maintenance & Other Expenses 45,275 1,79,780 Rates & taxes 2,61,354 80,110 Rent 1,81,125 2,25,000 REPAIR & MAINTENANCE (Others) 3,10,279 2,46,386 REPAIR & MAINTENANCE (Building) 26,394 74,507 Motor Car Expenses 3,71,687 5,24,137 Secretreial Work Charges 3,06,421 6,46,034 PRINTING & STATIONERY (Misc) 2,73,305 2,98,376 Insurance 9,89,166 10,50,886 GENERAL EXPENSES 6,92,864 13,94,078 Payment to Auditors 1,00,000 57,69,441 1,00,000 74,46,738

3 Selling & Distribution Expenses Warehousing and Distribution expenses 57,99,149 36,21,602 Advertisement & sales promotion 9,74,902 28,47,909 Foreign and Domestic Travelling Expenses 31,58,472 54,97,308 Other Selling & Distribution expenses 6,25,895 1,05,58,419 14,41,286 1,34,08,106

4,46,022

1,87,479

4 Miscellaneous Expense Total 7,27,76,932 7,30,95,176 As at 31 March As at 31 March

SR No Audit fees 2015 2014 Amount Amount Payments to the auditor as a. As Auditor Statutory Audit Fee 70,000 70,000 Tax Audit Fee 30,000 30,000 Total 1,00,000 1,00,000

TRIDENT TOOLS LTD



NOTE 26

Disclosure pursuant to Note no. 5(viii)(a) of Part II of Schedule III to the Companies Act, 2013

VALUE OF IMPORTED GOODS CALCULATED ON C.I.F. BASIS Description 2014-15 2013-14

a ) Capital Goods 45062500 141845502 b) Raw Materials 111600710 81102278

NOTE 27

Disclosure pursuant to Note no. 5(viii)(b) of Part II of Schedule III to the Companies Act, 2013

Expenditure in foreign currency during the financial year in respect

of:

2014-15 2013-14

Amount Amount v) Travelling Expenses 1238540 2667528

NOTE 28

Disclosure pursuant to Note no. 5(viii)(c) of Part II of Schedule III to the Companies Act, 2013 CONSUMPTION OF RAW MATERIAL

Description 2014-15 2013-14 VALUE (RS) PERCENTAGE VALUE (RS) PERCENTAGE IMPORTED 104520441 20.54 81102278 16.51 INDIGINEOUS 404364843 79.46 409984847 83.49

508885284 100.00 491087125 100.00 NOTE 29

Disclosure pursuant to Note no. 5(viii)(e) of Part II of Schedule III to the Companies Act, 2013

Earnings in Foreign Exchange 2014-15 2013-14 Amount Amount Export at FOB value 76863679 142349463 NOTE 30

Earnings Per Share

Description 2014-15 2013-14 Profit/(Loss) after Tax as per Profit and Loss Account

(13,74,89,973)

1,58,30,141

Weighted-average No of Equity Share of Rs 10/- each for basic/diluted EPS 1,40,40,000

1,40,40,000

Earning per Share Basic/Diluted - Rs (9.79)

1.13

TRIDENT TOOLS LTD


TRIDENT TOOLS LIMITED Notes on Financial Statements for the year ended 31st March,2015 NOTE 31

EMPLOYEE BENEFITS - Disclosures pursuant to Accounting Standard - 15 (Revised)

Defined Contribution plans: Defined Benefit plans:

Contribution to the regional Provident Fund Commissioner to secure retrial benefits in respect of Employees' Provident Fund and Employees' Family Pension Fund, based on the Statutory Provisions as per the Employees' provident Fund Scheme, Rs.788604/- (Previous Year Rs.803129/-) is recognised as an expense and shown under the head “Salary, Wages and Employees’ Benefits”, (Schedule-23) in the Profit and Loss Account.

I. Reconciliation of Defined Benefit Obligation (DBO) Gratuity (Unfunded)

2015 2014 Present value of DBO at start of year 578 578 Current Service Cost 334 - Interest Cost 52 - Past Service Cost 0 - Actuarial Loss/(Gain) 339 - Present value of DBO at end of year 1303 578

II. Expenses Recognised in the Profit and Loss Account Gratuity (Unfunded) 2015 2014 Current Service Cost 334 288 Interest Cost 52 - Past Service Cost - - Actuarial Loss/(Gain) 339 - Employer Expense 725 288 III. Net Liability/ (Asset) recognised in the Balance Sheet Gratuity (Unfunded) 2015 2014 Present Value of DBO 1303 578 Fair Value of Plan Assets - - Net Liability/ (Asset) 1303 578 Unrecognised Past service cost - - Liability/ (Asset ) recognised in the Balance Sheet 1303 578 Of which, Short term Provision 58 -

IV. Actuarial Assumptions Gratuity (Unfunded) 2015 2014 Salary Growth Rate 8% p.a. 8% p.a. Discount Rate 7.8% pa 7.9% pa Withdrawal/ Attrition Rate 10% pa 10% pa Mortality Rate IALM 2006-08 (Ult) IALM 2006-08 (Ult) Expected average remaining working life (years) 7 13

V. Experience Adjustments Gratuity (Unfunded) 2015 2014 Defined Benefit Obligation 1303 578 Fair Value of Plan Assets - - Funded Position: [Surplus/ (Deficit)] 1303 (578) Experience Adjustment on Plan Liabilities: (Gain)/ Loss N.A.* (98) Experience Adjustment on Plan Assets: Gain/ (Loss) N.A. N.A.

TRIDENT TOOLS LTD



For and on behalf of Board Directors of



Narendra R.Gupta

Chairman

DIN 00535619


Ravi N. Gupta

Managing Director

DIN 00106681

Membership No: 16743 Place : Mumbai

Nikita Bavishi Date : 28.05.2015

Company Secretary

M. No 34557

NOTE 32

Disclosure pursuant to Note no. 6(U) of Part I of Schedule III to the Companies Act, 2013 Related Party Disclosure (a) List of Related Parties

i) Key Management Personnel Ravi N.Gupta (Managing Director) Narendra R. Gupta (Whole Time Director)

(b) Transaction with Related Parties Related PartiesKey Management personnel

Rs. Payment to Directors 3600000

(3000000)Note:- Figures in the bracket indicate previous year figures.

33. Previous figure have been regrouped and re-arranged wherever considered necessary.

34. Information with regards to other matters specified in schedule III to the Companies Act , 2013 is either NIL or not applicable to the Company for the year.

Notes on Financial Statements for the year ended 31st March, 2015TRIDENT TOOLS LIMITED

TRIDENT TOOLS LTD


TRIDENT TOOLS LIMITED AT GUT NO 171, TEMBHODE SHIRGAON ROAD, DHANSAR VILLAGE, PALGHAR - 401 404

Web : Magicuttools.com Email: [email protected] Tel:- 91 22 2884 7191 Fax : 91 22 2846 2388 CIN L29220MH1982PLC027046

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF M/S. TRIDENT TOOLS LTD WILL BE HELD ON WEDNESDAY, SEPTEMBER 30, 2015 AT 3.30 P.M. AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT GUT NO 171, TEMBHODE SHIRGAON ROAD, DHANSAR VILLAGE, PALGHAR - 401 404: TO TRANSACT THE FOLLOWING BUSINESS: ORDINARY BUSINESS:

1. To consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2015, the Reports of the Directors and Auditors thereon.

2. None of the Director is liable to retire by rotation.

3. To appoint Auditors and fix their remuneration and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification, re-enactment and amendments made from time to time) and recommendation of the Audit Committee, consent of members be and is hereby accorded to re-appoint M/s. Girish Patel & Co., Chartered Accountants, Mumbai (Firm Registration No. 103221W) the retiring Auditors of the Company, as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (“AGM”), until the conclusion of the next AGM of the Company to be held in the year 2016 at a remuneration to be determined by the Board of Directors of the Company in addition to out of pocket expenses as may be incurred by them during the course of the Audit. RESOLVED FURTHER THAT the Board (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution), be and is hereby authorized to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”

SPECIAL BUSINESS:

1. Re - Appointment of Mr. Narendra R Gupta (00535619) as Whole-Time Director and fix his remuneration in this regards, To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 164, 196 and 197 of the Companies Act, 2013 and other applicable provisions of the Act read with Schedule V and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, other applicable rules and regulations, if any, to the extent notified for the time being in force including any statutory modification or re-enactments made thereof from time to time and Articles of Association of the Company and subject to the approval of the Central Government or such other competent authority, if required, approval of the Shareholders of the Company be and is hereby accorded to the re-appointment of Mr. Narendra R Gupta (00535619), being the Executive Chairman of the Company as Whole-Time Director of the Company and designated as Executive

TRIDENT TOOLS LTD


Director of the Company for a further period of Five (5) years with effect from 2nd September, 2015 upon such terms and conditions as set out in the agreement as entered by the and between the Company and Mr. Narendra R Gupta as detailed in the Explanatory Statement annexed to this Notice with liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed between the Board of Directors (the “Board”) and Mr. Narendra R Gupta.

RESOLVED FURTHER THAT the Board (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution), be and is hereby authorized to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”

2. Re - Appointment of Mr. Ravi N Gupta (00106681) as Managing Director and fix his remuneration in this

regards, To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 164, 196, 197 and 203 of the Companies Act, 2013 and other applicable provisions of the Act read with Schedule V and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, other applicable rules and regulations, if any, to the extent notified for the time being in force including any statutory modification or re-enactments made thereof from time to time and Articles of Association of the Company and subject to the approval of the Central Government or such other competent authority, if required, approval of the Shareholders of the Company be and is hereby accorded to the re-appointment of Mr. Ravi N Gupta (00106681) as Managing Director and Key Managerial Personnel of the Company and fixing his remuneration for a further period of Five (5) years (not liable to retire by rotation) with effect from 2nd September, 2015 upon such terms and conditions as set out in the agreement as entered between the Company and Mr. Ravi N Gupta as detailed in the Explanatory Statement annexed to this Notice with liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed between the Board of Directors (the “Board”) and Mr. Ravi N Gupta.


3. Appointment of Ms. Ranjana P Dmello (07121251) as Independent Director in this regards, to consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: - “RESOLVED THAT pursuant to the provisions of section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Ms. Ranjana P Dmello (07121251), who was appointed as an Additional Director pursuant to the provisions of Section 161 of the Companies Act, 2013 and read with the Articles of Association of the Company and who hold office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Act from Ms. Ranjana P Dmello proposing herself as a candidature for the office of Independent Director, be and is hereby appointed as an Independent Director of the Company, to hold office for 5 (five) consecutive years with effect from 30th September,2015 to 29th September, 2020

TRIDENT TOOLS LTD



4. To Approve Related Party Transactions to consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 read with The Companies (Amendment) Act, 2015 and applicable Rules under Companies (Meetings of Board and its Powers) Rules, 2014 and in terms of applicable provisions of Listing Agreement executed with the Stock Exchanges (including any amendment, modification or re-enactment thereof), consent of the members of the Company be and is hereby accorded for entering into the following proposed related party Transactions with M/s. Industrial Basket-Commerce Private Limited and every year thereafter, up to the maximum per annum amounts as appended in table below:

Sr. No Name of Related Party Nature of transaction Amount 1 M/s. Industrial Basket E-Commerce

Private Limited Sale, Purchase or supply of Goods and Material

Upto Rs. 5 Crore

2 M/s. Industrial Basket E-Commerce Private Limited

Availing and Rendering of Services Upto Rs. 5 Crore

RESOLVED FURTHER THAT the Board (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution), be and is hereby authorized to take all such steps as may be necessary, proper and expedient to give effect to this Resolution”

5. Ratification of Appointment of the Ms. Sheetal R. Gupta, Senior Marketing Manager, relative of Directors holding office or place of profit, in this regard, to consider and if thought fit, to pass with or without modification(s) the following resolution as a Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 188 of the Companies Act, 2013 read with The Companies (Amendment) Act, 2015 and applicable Rules under Companies (Meetings of Board and its Powers) Rules, 2014 and in terms of applicable provisions of Listing Agreement executed with the Stock Exchanges (including any amendment, modification or re-enactment thereof), the Consent of the Members of the Company be and is hereby accorded to ratify appointment of Ms. Sheetal R. Gupta, as a Senior Marketing Manager of the Company and to pay the Annual remuneration not exceeding Rs. 11,00,000 (Rupees Eleven lakhs only). Resolved Further that the brief terms and conditions of the aforesaid appointment are given below: a) Remuneration not to exceed Rs. 11,00,000 (Rupees eleven lakhs) per annum. b) Statutory perquisites and other benefits like gratuity, contribution to provident fund, bonus and leave encashment etc., as per the applicable provision of relevant statutes and/or policies of the Company will be the part of aforesaid remuneration. c) The Company will reimburse telephone and/or mobile phone(s) bills, conveyance, fuel expenses or other out of pocket expenses incurred in the course of official duties which will not be included in the aforesaid remuneration. Resolved Further that the Board of Directors of the Company be and is hereby authorized to fix the remuneration and other terms and conditions and vary the same from time to time within the overall limit

TRIDENT TOOLS LTD


approved by the members, and to take all such acts that may be required to give effect to aforesaid resolution.”

6. To appoint Mr. Satish K Marathe (DIN 02135738) as an Independent Director and in this regard, to consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules there under (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 and Clause 49 of the Listing Agreement, Mr. Satish K Marathe (DIN 02135738), who was appointed as an Independent Director in previous Annual General Meeting held on 30th September, 2014, whose term expires at this Annual General Meeting, who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a notice in writing under Section 160 of the Act from Mr. Satish K Marathe proposing himself as a candidature for the office of Independent Director, be and is hereby appointed as an Independent Director of the Company, to hold office for 5 (five) consecutive years with effect from 30th September,2015 to 29th September, 2020


7. To appoint Mr. Suresh V Bhandary (DIN 02381272) as an Independent Director and in this regard, to consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules there under (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 and Clause 49 of the Listing Agreement, Mr. Suresh V Bhandary (DIN 02381272), who was appointed as an Independent Director in previous Annual General Meeting held on 30th September, 2014, whose term expires at this Annual General Meeting, who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a notice in writing under Section 160 of the Act from Mr. Suresh V Bhandary proposing himself as a candidature for the office of Independent Director, be and is hereby appointed as an Independent Director of the Company, to hold office for 5 (five) consecutive years with effect from 30th September,2015 to 29th September, 2020 RESOLVED FURTHER THAT the Board (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution), be and is hereby authorized to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”

By Order of the Board of Directors

Ravi N Gupta (Managing Director)

Date: 02/09/2015 DIN: - 00106681 Place: Mumbai Registered Office Address:

CIN L29220MH1982PLC027046 Survey No. 26, Tembhode Shirgaon Road, Dhansar Village, Palghar, Thane, 401404, Maharashtra, India.

TRIDENT TOOLS LTD


Notes:

1. The relative Explanatory Statement pursuant to section 102 of the Companies Act, 2013 (Act) in respect of the business under Item Nos. 4 to 10 of the Notice, is annexed hereto. The relevant details as required under clause 49 of the Listing Agreements entered into with the Stock Exchanges, of persons seeking appointment/ re-appointment as Directors / Managing Director and Whole Time Director under Item No. 4 to 10 of the Notice, are also annexed.

2. A Member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a Member of the Company. The instrument appointing the proxy, in order to be effective, must be deposited at the Company’s Registered Office, duly completed and signed, not less than FORTY-EIGHT HOURS before the meeting. Proxies submitted on behalf of limited companies, societies, etc., must be supported by appropriate resolutions/authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

3. The Register of Members and Transfer Books of the Company will be closed from Monday, 24th September 2015 to Wednesday, 30thSeptember 2015 (both days inclusive), both days inclusive.

4. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their Depository Participant (DP). Changes intimated to the DP will then be automatically reflected in the Company’s records which will help the Company and the Company’s Registrars and Transfer Agents, Sharex Dynamic India Private Limited (SDIPL) to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to SDIPL.

5. Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or SDIPL for assistance in this regard.

6. Members holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or SDIPL, the details of such folios together with the share certificates for consolidating their holding in one folio. A consolidated share certificate will be returned to such Members after making requisite changes thereon.

7. In case of joint holders attending the meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

8. Members seeking any information with regard to the Accounts are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the meeting.

9. Transfer of Unclaimed/Unpaid amounts to the Investor Education and Protection Fund (IEPF): Pursuant to sections 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956 and Companies Act, 2013 all unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, as applicable, remaining unclaimed/unpaid for a period of seven years from the date they became due for payment, in relation to the Company have been

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transferred to the IEPF established by the Central Government. No claim shall lie against the IEPF or the Company for the amounts so transferred prior to March 31, 2015, nor shall any payment be made in respect of such claim.

10. The Notice of the AGM along with the Annual Report 2014-15 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.

11. To support the ‘Green Initiative’, the Members who have not registered their e-mail addresses are requested to register the same with Company/Depositories.3

12. Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of Companies Act, 2013 and Register of Contracts or arrangements in which directors are interested maintained under Section 189 of the Companies Act, 2013 would be available for inspection by the members at the Annual General Meeting.

13. Members/Proxies should fill the attendance slip for attending the meeting and bring their attendance slip along with their copy of Annual Report to the meeting.

14. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send to the Company a certified copy of the Board resolution authorizing such a representative to attend and vote on their behalf at the meeting.

15. Information and other instructions relating to e-voting are as under:

In Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, as amended and Clause 35B of the Listing Agreement, the Company is pleased to provide to its members facility to exercise their right to vote on resolutions proposed to be passed in the Meeting by electronic means. The members may cast their votes using an electronic voting system from a place other than the venue of the Meeting (‘remote e-voting’).

The members who have cast their vote by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote again.

The Company has engaged the services of Central Depository Services Limited (“CDSL”) as the

Authorized Agency to provide e-voting facilities.

A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date, i.e. September23, 2015 only shall be entitled to avail the facility of remote e-voting.

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Friday, 25th September 2015 At 9.30 A.M and ends on Monday 29th September2015 at 5.00 PM During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of September 23, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

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(iii) Click on Shareholders. (iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the

Company. (v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN Field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv)

(viii) After entering these details appropriately, click on “SUBMIT” tab. (ix) Members holding shares in physical form will then directly reach the Company selection screen.

However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote. (xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option

“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

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(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. (xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on

the Voting page. (xvii) If Demat account holder has forgotten the same password then enter the User ID and the image

verification code and click on Forgot Password & enter the details as prompted by the system. (xviii) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA), which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

A. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

B. The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company.

C. Girish Patel & Co, Practicing Charted Accountant (Firm Registration No. 103221W), has been appointed as the Scrutinizer to scrutinize the e-voting process (including the Ballot Form received from the Members who do not have access to the e-voting process) in a fair and transparent manner.

D. The Scrutinizer shall, within a period not exceeding three working days from the conclusion of the e-voting period, unblock the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favor or against, if any, forthwith to the Chairman of the Company.

E. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.magicuttools.com within two days of the passing of the resolutions at the AGM of the Company on 30th September, 2015 and communicated to the BSE Limited, where the shares of the Company are listed.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4

Mr. Narendra R Gupta (00535619), who has been the Whole Time Director and Executive Chairman of the Company have been proposed for re-appointment for a term 5 years as approved and recommended by the Board of Directors in consultation with Nomination and Remuneration Committee of the Board in compliance with Section 196 and 197 of the Companies Act, 2013 and as per Clause 49 of the Listing agreement. The Board at its meeting held on 2nd September, 2015, has, on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members and any statutory or competent authority, if required, re-appointed Mr. Narendra R Gupta as the Whole Time Director of the Company, for a period of Five (5) years commencing from 2nd September, 2015. A copy of the Agreement entered between Mr. Narendra R Gupta and the Company shall be kept open for inspection by the members of the Company at the Registered office of the Company during working hours from 10.a.m to 6.30.p.m. on Weekdays prior to the date of the Meeting and during the Meeting. None of the Directors/ Key Managerial Personnel’s of the Company/their relatives except Mr. Ravi N Gupta are in anyway, concerned or interested, financially or otherwise in the said appointment except to the extent of their shareholding in the Company. Your Directors therefore recommends the said resolution and your approval is sought by passing of an Ordinary resolution. The principle terms and conditions of the appointed as entered into agreement between the Company and Mr. Narendra R Gupta are as follows:

1. Term of Appointment : 5 Years 2. Period : 2nd September, 2015 – 2nd September 2020 3. Remuneration :

Sr. no Description Particulars 1 a. Annual Salary 12,00,000 b. Annual Bonus NIL 2 Deduction of Tax at Source Remuneration shall be subject to deduction of tax

at source and other statutory deductions as applicable.

3

Benefits/facilities:

I. Housing: II. Car and Driver:

III. Gas, Electricity & Water charges for the house:

IV. Telephone: V. Club Membership:

VI. Security and Gardener Maintenance at the house:

VII. Satellite TV: VIII. Medical Reimbursement:

IX. Gratuity:

Maximum Upto Rs Three lacks

4 End of Contract The contract of employment may be terminated by either party upon notice of 12 months, to expire at the end of a calendar quarter

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Information required under Listing agreement A. A brief resume of the director; (Given under Corporate Governance Report) B. Nature of his expertise in specific functional areas;(Annexure I) C. Names of companies in which the person also holds the directorship and the membership of Committees of

the Board; and (Annexure I) D. Shareholding of non-executive directors as stated in Clause 49 (IV) (E) (v) (Annexure I)

Item No.5

Mr. Ravi N Gupta (00106681), who has been appointed as the Managing Director of the Company and whose term has been expired, being proposed for re-appointment for a further period of 5 years as approved and recommended by the Board of Directors in consultation with Nomination and Remuneration Committee of the Board in compliance with Section 196, 197 and 203 of the Companies Act, 2013 and as per Clause 49 of the Listing agreement. The Board at its meeting held on 2nd September, 2015, has, on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members and the Central Government (if required), re-appointed Mr. Ravi N Gupta the Managing Director of the Company, for a period of Five (5) years commencing from 2nd September, 2015. As per the requirement of section 196 and 197 of the Companies Act, 2013 read with Schedule V and the Companies (Appointment of Key Managerial Personnel) Rules, 2014, the above appointment shall be approved by the shareholders in their meeting. A copy of the Agreement entered between Mr. Ravi N Gupta and the Company shall be kept open for inspection by the members of the Company at the Registered office of the Company during working hours from 10.a.m to 6.30.p.m. on Weekdays prior to the date of the Meeting and during the Meeting. None of the Directors/ Key Managerial Personnel’s of the Company/their relatives except Mr. Narendra R Gupta are in anyway, concerned or interested, financially or otherwise in the said appointment except to the extent of their shareholding in the Company. Your Directors therefore recommends the said resolution and your approval is sought by passing of an Ordinary resolution. The principle terms and conditions of the appointed as entered into agreement between the Company and Mr. Ravi N Gupta are as follows:

1. Term of Appointment : 5 Years 2. Period : 2nd September, 2015 – 2 September 2020 3. Remuneration : 4. Sr. no Description Particulars 1 c. Annual Salary 24,00,000 d. Annual Bonus Nil 2 Deduction of Tax at Source Remuneration shall be subject to deduction of

tax at source and other statutory deductions as applicable.

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3 Benefits/facilities: I. Housing:

II. Car and Driver: III. Gas, Electricity & Water charges for the

house: IV. Telephone: V. Club Membership:

VI. Security and Gardener Maintenance at the house:

VII. Satellite TV: VIII. Medical Reimbursement:

IX. Gratuity:

Maximum Upto Rs Three lacks

4 End of Contract The contract of employment may be terminated by either party upon notice of 12 months, to expire at the end of a calendar quarter

Information required under listing agreement A. A brief resume of the director; (Given under Corporate Governance Report) B. Nature of his expertise in specific functional areas;(Annexure I) C. Names of companies in which the person also holds the directorship and the membership of Committees of

the Board; and (Annexure I) D. Shareholding of non-executive directors as stated in Clause 49 (IV) (E) (v) (Annexure I)

Item No. 6. The Board of Directors, at its meeting held on 28th March, 2015 appointed Ms. Ranjana P Dmello as an Additional independent Director of the Company with effect from 28th March 2015, pursuant to section 161 of the Companies Act, 2013, read with Articles of Association of the Company 2013, Ms. Ranjana P Dmello will hold office upto the date of ensuing Annual General Meeting. The Company has received notice in writing under section 160 of the Companies Act, 2013 as required by law, along with the deposit of Rs. 1, 00,000 from Ms. Ranjana P Dmello signifying her candidature for the position of Independent Director of the Company. The Company has received from Ms. Ranjana P Dmello (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under section 164(2) of the Act (iii) declaration that she meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement. In accordance with the provisions of section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013, appointment of a Director requires approval of members. Based on the recommendation of the Human Resources, Nomination and Remuneration Committee, the Board of Directors have proposed that Ms. Ranjana P Dmello to be appointed as a Independent Director of the Company. The appointment of Ms. Ranjana P Dmello shall be effective upon approval by the members in the Meeting. In the opinion of the Board, Ms. Ranjana P Dmello fulfills the conditions for her appointment as Independent Director as specified in the Act and the Listing Agreement. Ms. Ranjana P Dmello is independent of the management and possesses appropriate skills, experience and knowledge. The Board seeks approval of the members for the appointment of Ms. Ranjana P Dmello as Independent Director of the Company for five consecutive years with effect from 30th September,2015 to 29th September, 2020 pursuant to section 149 and other applicable provisions of the Act, Rules made there under and that she shall not be liable to retire by rotation.

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Save and except the above, none of the other Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in these Resolutions except to the extent of their shareholding interest, if any, in the Company.

A. A brief resume of the director; (Annexure II) B. Nature of her expertise in specific functional areas;(Annexure II) C. Names of companies in which the person also holds the directorship and the membership of Committees of

the Board; and (Annexure II) D. Shareholding of non-executive directors as stated in Clause 49 (IV) (E) (v) (Annexure II)

Item 7 Approval for Related Party Transactions Section 188 of the Companies Act, 2013 read with rules 15 of Companies (Meetings of Board and its Powers) Rules, 2014 prescribe certain procedure for approval of related party transactions. The revised Clause 49 of the Listing Agreement, which has come into operation with effect from October 1, 2014, has also prescribed seeking of shareholders’ approval for related party transactions. The proviso to section 188 also states that nothing in section 188(1) will apply to any transaction entered into by the company in its ordinary course of business and at arm’s length basis. All the proposed transactions put up for approval are in ordinary course of business and at arm’s length. Pursuant to the provisions of revised Clause 49 of the Equity Listing Agreement, the following contracts / arrangements / transactions are require the approval of the unrelated shareholders of the Company by an Ordinary resolution:

Sr. No

Name of Related Party

Name of Directors are related

Relationship Maximum Value of Transactions per annum with effect from 1st October, 2015 (Rs. crore)

Nature and Material Terms/Particulars of the contract or arrangement

1 Industrial Basket E-Commerce Private Limited (IBECPL)

Mr. Ravi N. Gupta Mr. Narendra R. Gupta

Common Directorship

Five Crore The M/S. Trident Tools Ltd will Sale, Purchase or supply their goods to IBECPL in the ordinary course of business.

2 Industrial Basket E-Commerce Private Limited (IBECPL)

Mr. Ravi N. Gupta Mr. Narendra R. Gupta

Common Directorship

Five Crore The M/S. Trident Tools Ltd will Avail or Render Services From / to IBECPL.

The above contracts / arrangements / transactions were approved by the Audit Committee at its meeting and recommended by the Board of Directors to the unrelated shareholders of the Company for their approval. Except Mr. Ravi N Gupta and Mr. Narendra R Gupta, no other Director or Key Managerial Personnel of the Company or their relatives are concerned or interested in the proposed resolution. Item 8 As per Section 188 of the Companies Act, 2013 and Director's relatives (Office or Place of Profit) Rules, 2014, read with rules of the Companies Act 2013, no relative etc. of any director should either hold or continue to hold any office or place of profits in the company except with the prior consent of the Company by a Ordinary Resolution or same shall be ratified within the period of 3 months. The Board has appointed of the Ms. Sheetal Ravi Gupta, as a Senior Marketing Manager the Company with effect from 1stAugust 2015 and the Board is proposing aforesaid resolution for ratification by the members.

Sr. No

Name of Related Party

Name of Directors are Related

Relationship Maximum Value of Transactions per annum

Nature and Material Terms/Particulars

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with effect from 1stAugust, 2015 (Rs. crore)

of the contract or arrangement

1 Ms. Sheetal Ravi Gupta

1) Ravi N Gupta 2) Mr. Narendra R

Gupta

1) Wife 2) Daughter in

law

11,00,000 Employment

The above contracts / arrangements / transactions were approved by the Audit Committee at its meeting and recommended by the Board of Directors to the unrelated shareholders of the Company for their approval. Except Mr. Ravi N Gupta and Mr. Narendra R Gupta, no other Director or Key Managerial Personnel of the Company or their relatives are concerned or interested in the proposed resolution. Item 9 As per section 149 of the Companies Act, 2013 (“the Act”), the Company should have at least one third of the total number of Directors as Independent Directors on the Board of the Company. An Independent Director shall hold office for a term of up to five consecutive years on the Board of a Company but shall be eligible for re – appointment on passing of a special resolution by the company and no Independent Director shall hold office for more than two consecutive terms. Mr. Satish K Marathe was appointed as an Independent Directors on 30th September 2014 according to the provision of section 149 of the Companies Act, 2013 any other applicable provisions of the Companies Act, 2013 for the period of one year and his tenure comes to an end on 30th September 2015. In accordance with the provisions of Section 149 read with Schedule IV to the Act, re- appointment of an Independent Director requires special resolution of members. Based on the recommendation of the Human Resources, Nomination and Remuneration Committee, the Board of Directors have proposed that Mr. Satish K Marathe to be re- appointed as an Independent Director of the Company. The appointment of Mr. Satish K Marathe shall be effective upon approval by the members in the Meeting .The Company has received notice in writing under section 160 of the Companies Act, 2013 as required by law, along with the deposit of Rs. 1, 00,000 from Mr. Satish K Marathe signifying his candidature for the position of Independent Director of the Company. Mr. Satish K Marathe is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has received a declaration from Mr. Satish K Marathe that he meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement. In the opinion of the Board, Mr. Satish K Marathe fulfills the conditions for his appointment as an Independent Director as specified in the Act and the Listing Agreement. Mr. Satish K Marathe is independent of the management and possesses appropriate skills, experience and knowledge. The Board seeks special resolution of the members for the appointment of Mr. Satish K Marathe as Independent Director of the Company for five consecutive years with effect from 30th September,2015 to 29th September, 2020 pursuant to section 149 and other applicable provisions of the Act, Rules made there under and that he shall not be liable to retire by rotation. Except Mr. Satish K Marathe , no other Director or Key Managerial Personnel of the Company or their relatives are concerned or interested in the proposed resolution. Information required under listing agreement

A. A brief resume of the director; (Given under Corporate Governance Report) B. Nature of his expertise in specific functional areas; (Annexure II) C. Names of companies in which the person also holds the directorship and the membership of Committees of


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Item 10 As per section 149 of the Companies Act, 2013 (“the Act”), the Company should have at least one third of the total number of Directors as Independent Directors on the Board of the Company. An Independent Director shall hold office for a term of up to five consecutive years on the Board of a Company but shall be eligible for re – appointment on passing of a special resolution by the company and no Independent Director shall hold office for more than two consecutive terms. Mr. Suresh V Bhandary was appointed as an Independent Directors on 30thSeptember 2014 according to the provision of section 149 of the Companies Act, 2013 any other applicable provisions of the Companies Act, 2013 for the period of one ad his tenure comes to an end on 30/09/2015. In accordance with the provisions of Section 149 read with Schedule IV to the Act, re- appointment of an Independent Director requires special resolution of members. Based on the recommendation of the Human Resources, Nomination and Remuneration Committee, the Board of Directors have proposed that Mr. Suresh V Bhandary to be re- appointed as an Independent Director of the Company. The appointment of Mr. Suresh V Bhandary shall be effective upon approval by the members in the Meeting. The Company has received notice in writing under section 160 of the Companies Act, 2013 as required by law, along with the deposit of Rs. 1, 00,000 from Mr. Suresh V Bhandary signifying his candidature for the position of Independent Director of the Company. Mr. Suresh V Bhandary is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has received a declaration from Mr. Suresh Bhandary that he meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement. In the opinion of the Board, Mr. Suresh V Bhandary fulfills the conditions for his appointment as an Independent Director as specified in the Act and the Listing Agreement. Mr. Suresh V Bhandary is independent of the management and possesses appropriate skills, experience and knowledge. The Board seeks special resolution of the members for the appointment of Mr. Suresh V Bhandary Independent Director of the Company for five consecutive years with effect from 30th September,2015 to 29th September, 2020 pursuant to section 149 and other applicable provisions of the Act, Rules made there under and that he shall not be liable to retire by rotation. Except Mr. Suresh V Bhandary, no other Director or Key Managerial Personnel of the Company or their relatives are concerned or interested in the proposed resolution. Information required under Listing Agreement

A. A brief resume of the director; (Given under Corporate Governance Report) B. Nature of his expertise in specific functional areas; (Annexure II) C. Names of companies in which the person also holds the directorship and the membership of Committees of


By Order of the Board of Directors

Ravi N Gupta (Managing Director)

Date: 02/09/2015 DIN: - 00106681 Place: Mumbai Registered Office Address: CIN L29220MH1982PLC027046 Survey No. 26, Tembhode Shirgaon Road,

Dhansar Village, Palghar, Thane, 401404, Maharashtra, India.

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ANNEXURE TO THE NOTICE

Details of the Directors seeking Appointment / Re-appointment at the Annual General Meeting (In pursuance of Clause 49 of the Listing Agreement)

I. Director/ Independent Directors.

Particulars Mr. Narendra R Gupta Mr. Ravi N Gupta

Date of Birth 14/08/1948 05/08/1973 Date of Appointment 29/04/1982 01/06/2010 Qualifications B.Com B.Com, MBA (Australia)

Expertise

Has been instrumental in setting up various businesses. Started his career with manufacture of Engine Bearings & gradually expanded to manufacture products such as Diesel Engine Spares, Copper Alloys and Cutting Tools. Has vast experience spanning over four decades in the Industry and has travelled to most parts of the World.

Started his career with Magicut Tools Ltd and has extensive experience of this industry. After taking over management responsibility has developed various new clients. Instrumental in taking the company forward by adding various new products in the manufacturing line of the company along with all other recent developments.

Directorship in Companies Annexure III Annexure IV

Memberships / Chairmanships of committees in Companies Annexure III Annexure IV

Relation between Directors Father of Ravi N Gupta Son of Narendra R Gupta Number of Shares held in the Company as on 31/03/2015

495,000

1,603,100

ANNEXURE TO THE NOTICE

Details of the Directors seeking Appointment / Re-appointment at the Annual

General Meeting (In pursuance of Clause 49 of the Listing Agreement)

II. Director/ Independent Directors.

Particulars Mr. Satish K Marathe Mr. Suresh V Bhandary Ms. Ranjana P Dmello

Date of Birth 01st February, 1950 04th March, 1946 02/05/1969

Date of Appointment 01st December, 2008 01st December, 2008 28/03/2015

Qualifications Bachelor in Commerce & Law B.Sc. B.A, B.Ed.

Expertise

Were formerly the Chairman & Managing Director of United Western Bank and CEO of Jankalyan Bank. He is currently an Advisor to various companies

Worked in Indian Army as a Captain before joining Punjab National Bank where he has worked for 35 years. Has the special distinction of taking part in the Indo-Pak war in 1971.

Ms. Ranjana P Dmello has diversified exposure to various management practices in areas such as training and development, HR, consulting and soft skills. She is also a prominent voice for women’s role in leadership and the Learning and Development industry

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Annexure III

Ravi N Gupta Names of Companies in which I am a Director and hold membership in Committees of the Board

Sr. No Name of the Company Membership in Committee 1 Popular Brass Private Limited N.A 2 Enakshi Silk Mills Private Limited N.A 3 Magicut Drills Private Limited N.A 4 Magicut Carbides Private Limited N.A 5 Snehal Multitrade Private Limited N.A 6 Beautifulstone Real Estate Private Limited N.A 7 Spycade Reality Private Limited N.A 8 Bhola Commodeal Private Limited N.A 9 Komal Dealtrade Private Limited N.A

10 Gagan Management Consultants Private Limited N.A 11 Trident Tools Limited Stakeholders Relationship Committee –Member

12 Kundar Real Estate Private Limited N.A Annexure IV

Narendra R Gupta Names of Companies in which I am a Director and hold membership in Committees of the Board

Sr. No Name of the Company Membership in Committee

1 Popular Brass Private Limited N.A

2 Enakshi Silk Mills Private Limited N.A

3 Magicut Drills Private Limited N.A

Directorship in other Companies

i. Finacus Solutions Private LTD

ii. Paryatan Bharti Foundation

iii. Centre For Studies And Research In Co-Operation

NA

Committee Positions in Trident Tools Ltd

i. Audit Committee-Member

ii. Nomination and Remuneration Committee - Member

iii. Stakeholders Relationship Committee - Chairman

i. Audit Committee- Member

ii. Nomination and Remuneration Committee - Chairman

iii. Stakeholders Relationship Committee - Member

N.A

Committee Positions in other Public LTD Companies NA NA NA

Relation between Directors NIL NIL NIL

Number of Shares held in the Company NIL NIL NIL

TRIDENT TOOLS LTD


4 Magicut Carbides Private Limited N.A

5 Snehal Multitrade Private Limited N.A

6 BeautifulStone Real Estate Private Limited N.A

7 Spycade Reality Private Limited N.A

8 Bhola Commodeal Private Limited N.A

9 Komal Dealtrade Private Limited N.A

10 Gagan Management Consultants Private Limited N.A

11 Trident Tools Limited Member in Following Committees;

1. Audit Committee - Chairman

2. Nomination and remuneration -Member

3. Stakeholders Relationship Committee –member

12 Kundar Real Estate Private Limited N.A

13 Copper Counell and Clifford Pvt Ltd N.A

14 Shri Hari Metal Extruders (India) Limited N.A

15 Metal Extruders India Private Limited N.A

16 Servotech Engineering Industries Limited N.A

17 Snehal Multitrade Private Limited N.A

18 Hitkari Hitech Fibres Private Limited N.A

TRIDENT TOOLS LTD


Form No. MGT 11 Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

CIN: L29220MH1982PLC027046 Name of the Company: M/S. TRIDENT TOOLS LTD Registered office: Gut No 171, Tembhode Shirgaon Road, Dhansar Village, Palghar - 401 404

Name of the Member (s): Registered address: E-mail Id: Folio No/Client ID: DP ID:

I/We being the member (s) of …………. shares of the above named Company, hereby appoint

Sr. No. Name Address E-mail Id Signature

1 2 3

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual general meeting/ Extraordinary general meeting of the company, to be held on the 30th day of September,2015 At 03.30 p.m. at Gut No 171, Tembhode Shirgaon Road, Dhansar Village, Palghar - 401 404 and at any adjournment thereof in respect of such resolutions as are indicated below :

Resolution No.

Sr. No Resolution Vote (Optional- see note 2 below) (Please mark (√) and No. of shares)

For Against Abstain Ordinary Business:

1 To consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2015, the Reports of the Directors and Auditors thereon

2 To appoint Auditors and fix their remuneration Special Business

3 Appointment of Ms. Ranjana P Dmello (07121251) as Independent Director

4 Re - Appointment of Mr. Ravi N Gupta (00106681) as Managing Director) as Managing Director and fix his remuneration

5 Re - Appointment of Mr. Narendra R Gupta (00535619) as Whole-Time Director and fix his remuneration

6 To Approve Related Party Transactions 7 Ratification of Appointment of the Ms. Sheetal Ravi Gupta,

TRIDENT TOOLS LTD


Senior Marketing Manager, relative of Directors holding office or place of profit,

8 To appoint Mr. Satish K Marathe (DIN 02135738) as an Independent Director

9 To appoint Mr. Suresh V Bhandary (DIN 02381272) as an Independent Director

Signed this…… day of……… 20…. Signature of shareholder Signature of Proxy holder(s) Note:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. It is optional to indicate your preference. If left blank your proxy will be entitled to vote in the manner as s/he deems appropriate.

Affix Revenue

Stamp

TRIDENT TOOLS LTD


Route Map to Reach at Registered office from Palghar station:

—————— ✂ ———————————— ✂ ———————————— ✂ —————— —————— ✂ —————— ————

TRIDENT TOOLS LIMITED AT GUT NO 171, TEMBHODE SHIRGAON ROAD, DHANSAR VILLAGE, PALGHAR - 401 404

Web : Magicuttools.com Email: [email protected] Tel:- 91 22 2884 7191 Fax : 91 22 2846 2388 CIN L29220MH1982PLC027046

Attendance Slip

Registered Folio / DP ID & Client ID Name Address of Shareholder No. of Shares held I/We hereby record my/our presence at the Annual General Meeting of the Company at its Registered Office situated at Gut No 171, Tembhode Shirgaon Road, Dhansar Village, Palghar - 401 404, on Wednesday, September 30, 2015 at 3.30 p.m. Signature of Shareholder / Proxy Present………………………………………………………….. Note: 1. 1. You are requested to sign and hand this over at the entrance. 2. If you are attending the meeting in person or by proxy please bring copy of notice and annual report for reference at the meeting

TRIDENT TOOLS LTD


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