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Transwind Infrastructures Ltd.

BSE: 538438 Sector: Engineering
NSE: TRANSWIND ISIN Code: INE792X01016
BSE 05:30 | 01 Jan Transwind Infrastructures Ltd
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Transwind Infrastructures Ltd. (TRANSWIND) - Director Report

Company director report

To The Members of

TRANSWIND INFRASTRUCTURES LIMITED

Your Directors have pleasure in presenting the 21st (twentyfirst) Annual Report along with the Audited Statement of Accounts and Auditors' Report forthe year ended 31st March 2018.

1. FINANCIAL HIGHLIGHTS

The following are the financial results of the Company for the yearended 31st March 2018.

(Amount in Lakhs)

Particulars

2017-18

2016-17

Revenue from Operations

1437.43

1105.45

Other Income

24.08

25.29

Less: Expenses

1

1041.45

Profit Before Tax

114.21

89.29

Less: Tax Expenses

31.39

27.39

Profit For the year

82.82

61.90

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The Key highlights pertaining to the business of the company for theyear 2017-18 and period subsequent there to have been given hereunder:

The total revenue of the Company during the financial year 2017-18 was1437.43 lakhs against the total revenue of Rs. 1105.45 lakhs in the previous financialyear 2016-17.

The total expenses of the Company during the financial year 2017-18 wasRs. 31.39 lakhs against the expenses of Rs. 27.39 lakhs in the previous financial year2016-17.

The Profit after tax is Rs. 82.82 lakhs for the financial year 2017-18as compare to Rs. 61.90 lakhs in the previous financial year 2016-17.

The PBT level has also grown by 27.90% over the previous year i.e. fromRs. 89.29 lakhs of previous financial year to Rs. 114.21 lakhs in the current financialperiod.

Your Directors are optimistic about company's business and hopeful ofbatter performance with increased revenue in the coming year.

3. DIVIDEND

With a view to meet future requirements of projects and to strengthenthe financial position of the Company your Directors have decided not to recommend anydividend for the period under review.

4. RESERVE

The Company has decided to retain entire amount of Rs. 82.82 lakhs inthe retained earnings.

5. CHANGE IN NATURE OF BUSINESS IF ANY

There was no change in the nature of business.

6. DEPOSITES

The Company has neither accepted nor renewed any deposits fallingwithin the purview of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014 as amended from time to time during the year underreview and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts)Rules 2014 relating to deposits covered under Chapter V of the Act is not required to begiven.

9. DETAILS OF SUBSIDIARY/ JOINT VENTURE

Company do not have any wholly owned subsidiary or subsidiary companyand Joint venture. Hence declaration regarding the same is not required.

7. SHARE CAPITAL

The Company has an Authorized Capital of Rs. 70000000/- divided into7000000 equity shares of Rs. 10/- each.

During the financial year paid-up capital of the Company increasedfrom Rs. 2833000/- divided into 283300 equity share of Rs. 10/- each to Rs.66890000/- divided into 6689000 equity shares of Rs. 10/- each in following manner:

1. Company has allotted 78000 equity share on preferentialbasis on 7th April 2017.

2. Company has made preferential allotment of 37600 equityshares to the promoter promoters group and others dated 2nd May 2017.

3. Company has issued Bonus shares to its shareholder of3590100 equity shares dated 5th May 2017.

4. Company has Allotted 2700000 equity share through PublicIssue dated 8th July 2017.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THEFINANCIAL POSITION OF THE COMPANY:

No material changes have occurred between the end of the financial yearof the Company to which the financial statements relate and the date of the report whichis affecting the financial position of the Company.

9. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

Management Discussion & Analysis report for the year under reviewas stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed as AnnexureA forming part of this report.

10. WEBLINK AND EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual return in formMGT- 9 is annexed herewith as Annexure- B to this report.

The Company is having website i.e. www.transwind.in and annual returnof Company has been published on such website.

11. PARTICULARS OF EMPLOYEES

Pursuant to Section 197(12) of the companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement containing such details is enclosed as Annexure C forming part of this report.

12. AUDITORS AND AUDITOR'S REPORT:

a. Statutory Auditors

M/s. J. T. Shah & Co. Chartered Accountant (Firm Registration No.109616W) were appointed as statutory Auditors of the Company at 20th AnnualGeneral meeting of the Company held on 29th September 2017 to hold office for a periodof five (5) years i.e. from the Conclusion of the 20th Annual General Meetingtill the conclusion of the 25th Annual General meeting subject to ratification of theirappointment by the members of the company at every Annual General Meeting.

In accordance with the Companies Amendment Act 2017 enforced on 7thMay 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified at every Annual General Meeting hence not proposed.

The Report given by the Statutory Auditor do not contain anyqualification reservation or adverse remark or qualification which requires explanationor comment by the Board.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. SPAN & Co. Company Secretaries LLP to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewithas Annexure- D forming part of this report.

With reference to the observation in the Secretarial Audit Report theBoard states that the same was inadvertently filed delay.

c. Internal Auditors

Based on the recommendations of the Audit Committee the Board hasappointed M/s. M. K. Malani & Co. Chartered Accountants as an Internal Auditors ofthe Company to conduct the Internal Audit of the relevant books of accounts and records ofthe company.

15. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements the Company hasfollowed the Accounting Standards referred to in Section 133 of the Companies Act 2013.The significant accounting policies which are consistently applied are set out in theNotes to the Financial Statements.

13. CORPORATE GOVERNANCE

Being a SME Listed company compliance with the Corporate Governanceprovisions do not apply to the Company.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNE

The Board of the Company comprises an optimum combination of executiveand non-executive independent directors.

As on the date of this report Board of Directors of the Companycomprises of total five directors. The Composition of the Board of Directors is as under:

Name of Directors

Category and Designation

Mr. Pankaj Kumar Dubey

Whole-time Director

Mr. Hemant Upadhyay

Whole-time Director

Mr. Sanjay Dubey

Non- Executive Director

Dr. Kirtikumar Sheth

Independent Director

Ms. Shashikala Pandey

Independent Director

In accordance with the provisions of the Companies Act 2013 and theArticle of Associations of the Company Mr. Pankaj Kumar Dubey (DIN: 07787184) retires byrotation at the ensuing Annual General Meeting and being eligible seeks re-appointment.The Board recommended his re-appointment.

The Members has regularised the appointment of Mr. Sanjay Dubey Mr.Hemant Upadhyay Dr. Kirtikumar Sheth and Ms. Shashikala Pandey in the previous AnnualGeneral Meeting held on 29th September 2017. During the period Mr. C. M. L.Das has resigned w.e.f. 2nd February 2018.

The Independent Directors of your Company have given the certificate ofindependence to your Company stating that they meet the criteria of independence asmentioned under Section 149(6) of the Companies Act 2013.

In pursuant to provisions of Section 203 of the Companies Act 2013read with the applicable rules and other applicable provisions of the Companies Act 2013the designated Key Managerial Personnel (KMP) of the Company as on 31st March2018 are as follows:

Name of KMP

Category and Designation

Mr. Shatrujeet C. Pandey

Chief Executive Officer

Ms. Mimmiksha Desai

Chief Financial Officer

Mr. Jaydev Shukla*

Company Secretary and Compliance Officer

*Resigned w.e.f. 31st May 2018.

15. MEETING OF THE BOARD OF DIRECTOR'S

During the year under review there were 12 (twelve) Board Meeting heldi.e. April 7 2017 May 2 2017 May 5 2017 May 8 2017 June 5 2017 June 19 2017June 23 2017 July 8 2017 September 1 2017 November 14 2017 January 4 2018 andFebruary 12 2018.

The intervening gap between two board meetings was within the periodprescribed under the Companies Act 2013. The prescribed quorum was presented for all theMeetings.

16. COMMITTEES OF THE BOARD

As on March 31 2018 the Company has Three Board level Committeesinter alia Audit Committee Nomination and Remuneration Committee and StakeholdersRelationship Committee.

A. Audit Committee:

Name

Designation/ Position in the Committee

Ms. Shashikala Pandey

Independent Director

Chairperson

Dr. Kirtikumar Sheth

Independent Director

Member

Mr. Pankaj Kumar Dubey

W hole-time Director

Member

The term of reference of Audit Committee is as below:

* Recommendation for appointment remuneration and terms ofappointment of auditors of the company.

* Review and monitor the auditor's independence and performanceand effectiveness of audit process.

* Examination of the financial statement and auditor's reportthereon.

* Approval or any subsequent modification of transactions of thecompany with related parties.

* Scrutiny of inter-corporate loans and investments.

* Valuation of undertakings or assets of the company whereverit is necessary.

* Evaluation of internal financial controls and risk managementsystems.

* Monitoring the end use of funds raised through public offersand related matters.

* The Audit Committee may call for the comments of the auditorsabout internal control system the scope of audit including the observations of theauditors and review of the financial statement before their submission to the Board andmay also discuss any related issue with the internal and statutory auditors and themanagement of the company.

* The Audit Committee shall have authority to investigate intoany matter in relation to the items specified above in (i) to (iv) or referred to it bythe Board and for this purpose shall gave power to obtain professional advice fromexternal sources and have full access to information contained in the records of thecompany.

* The auditors of a company and the key managerial personnelshall have a right to be heard in the meetings of the Audit Committee when it considersthe auditor's report but shall not have the right to vote.

ALIGN=JUSTIFY>* The Board's report under sub-section (3) of section 134 shalldisclose the composition of Audit Committee and where the Board had not accepted anyrecommendation of the Audit Committee the same shall be disclosed in such report alongwith the reasons thereof.

* The victims/persons who use vigil mechanism can direct accessto the chairperson of the Audit Committee in appropriate or exceptional cases.

B. Nomination and Remuneration Committees:

Name Designation/ Position in the Committee

Ms. Shashikala Pandey Independent Director Chairperson Dr. KirtikumarSheth Independent Director Member Mr. Sanjay Dubey Non- Executive Director Member

The term of reference of Nomination & Remuneration Committee is asbelow:

* To identify persons who are qualified to become Directors andwho may be appointed in senior management in accordance with the criteria laid downrecommend to the Board their appointment and removal and shall carry out evaluation ofevery Director's performance.

* To formulate the criteria for determining qualificationspositive attributes and independence of a Director and recommend to the Board a policyrelating to the remuneration for the Directors Key Managerial Personnel and otheremployees.

* The Nomination and Remuneration Committee shall whileformulating the policy ensure that:

1. the level and composition of remuneration is reasonable andsufficient to attract retain and motivate Directors of the quality required to run theCompany successfully; 2. Relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and 3. Remuneration to Directors Key ManagerialPersonnel and senior management involves a balance between fixed and incentive payreflecting short and long-term performance objectives appropriate to the working of thecompany and its goals:

* Regularly review the Human Resource function of the Company.

* Discharge such other function(s) or exercise such power(s) asmay be delegated to the Committee by the Board from time to time.

* Make reports to the Board as appropriate.

* Review and reassess the adequacy of this charter periodicallyand recommend any proposed changes to the Board for approval from time to time.

* Any other work and policy related and incidental to theobjectives of the committee as per provisions of the Act and rules made there under.

C. Stakeholders Relationship Committee:

Name

Designation/ Position in the Committee

Ms. Shashikala Pandey

Independent Director Chairman

Mr. Sanjay Dubey

Non-Executive Director Member

Mr. Pankaj Kumar Dubey

whole-time Director Member

17. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to ‘Meetings of the Board of Directors' and ‘GeneralMeetings' respectively have been duly followed by the Company.

18. COST RECORD

The provision of Cost audit as per section 148 doesn't applicable onthe Company.

19. FORMAL ANNUAL EVALUATION

Pursuant to the provision of the Companies Act 2013 and Rules madethereunder the Board has carried the evaluation its own performance performance ofindividual directors Board Committees including the Chairman of the Board on the basisof attendance contribution and various criteria as recommended by the Nomination andRemuneration Committee of the Company. The evaluation of the working of the Board itscommittees experience and expertise performance of specific duties and obligation etc.were carried out. The Directors expressed their satisfaction with the evaluation processand outcome.

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company is well equipped with adequate internal financial controls.The Company has a continuous monitoring mechanism which enables the organization tomaintain the same standards of the control systems and help them in managing defaults ifany on timely basis because of strong reporting mechanisms followed by the Company.

21. INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors underSection 143(12) of the Companies Act 2013.

22. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) of the Companies Act 2013 the Directorsconfirms that:

a. In the preparation of the annual accounts for the year ended March31 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures;

b. the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2018; andof the profit of the company for that year.

c. the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d. the Directors have prepared the annual accounts on a ‘goingconcern' basis; and

e. the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

f. the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186OF THE ACT

The Company has given Corporate Guarantee in favour of State Bank ofIndia and other consortium lenders to secure financial assistance not exceeding Rs. 271.28Cr. given to M. V. Omni Projects (India) Ltd.

24. RELATED PARTY TRANSACTION

Related party transactions that are entered during the financial yearwere in the ordinary course of Business and on an arm's length basis. The Company had notentered into any contract/ arrangement / transactions with related parties which could beconsidered material. Hence the Company is not required to attach Form AOC-2 pursuant tosection 134 (3) (h) of the Companies act 2013 read with rule 8(2) of the Companies(Accounts) Rules 2014.

25. INSURANCE

All the properties and insurable interest of the company to the extantrequired adequately insured.

26. DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE(PREVENTION PROHIBITION & REDRESAL) ACT 2013

There was no case filled during the year under the sexual harassmentof women at workplace (Prevention Prohibition &Redresser) Act 2013. Further Companyensures that there is a healthy and safe atmosphere for every women employee at theworkplace and made the necessary policies for safe and secure environment for womenemployee.

The Company has constituted committee for the same.

27. RISKS MANAGEMENT POLICY

The Company has a risk management policy which periodically assess thethreats and opportunities that will impact the objectives set for the Company as a whole.The Policy is designed to provide the categorization of risk into threat and its causeimpact treatment and control measures. As part of the Risk Management policy therelevant parameters for protection of environment safety of operations and health ofpeople at work are monitored regularly.

28. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.

29. VIGIL MACHANISM/ WHISTLE BLOWER

Pursuant to provision of Section 177 of the Companies Act 2013 theCompany have vigil mechanism to deal with instances of fraud or mismanagement.

30. SIGNIFICANT AND M ATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR

TRIBUNALS

There has been no significant and material order passed by anyregulators or courts or tribunals impacting the going concern status of the Company andits future operations.

31. DETAILS ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE

EARNINGS & OUTGO

The information on conversation of energy technology absorption andforeign exchange earnings and outgo as stipulated under section 134 of the companies act2013 read with companies (Accounts) rules 2014 during the year are as stated below:

(A) Conservation of energy
(i) the steps taken or impact on conservation of energy
(ii) the steps taken by the company for utilizing alternate sources of energy

N.A.

(iii) the capital investment on energy conservation equipment
(B) Technology absorption
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement cost reduction product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

The Company has not imported any technology during the year.

a) the details of technology imported;
b) the year of import;
c) whether the technology been fully absorbed;
d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and
(iv) the expenditure incurred on Research and Development
(C) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and

During the year under review the company did not earn any foreign exchange inflows and there was no foreign exchange outflow.

The Foreign Exchange outgo during the year in terms of actual outflows.

32. ACKNOLEDGEMENT

Your Directors take this opportunity to place on record theappreciation of the valuable contribution and dedication shown by the employees of theCompany RTA Auditors and Practicing Company Secretary which have contributed to thesuccessful management of the Company's affairs. The Directors also take this opportunityto thank all the stakeholders Investors Clients Banks Government RegulatoryAuthorities and Stock Exchange for their continued support.

33. GENERAL SHAREHOLDER'S INFORMATION

Annual General Meeting:
Date & Time:

29th September 2018 at 04:00 pm

Venue:

Hotel Kells Newyork Tower A Thaltej Ahmedabd - 380054

Book Closure :

22nd September 2018 to 29th September 2018

Listing on Stock Exchange:

The Company's shares are listed on National Stock Exchange of India onNSE Emerge platform w.e.f July 12 2017. NSE Exchange Plaza Bandra Kurla complex (E)Mumbai- 400 051. The company has paid initial listing fees and annual listing fees for thesame.

NSE Symbol: TRANSWIND

Registrar and Transfer Agent (RTA)

Share Transfer and all other Investor's / Shareholder's relatedactivities are attended and processed by our Registrar and Transfer Agent. For lodgment oftransfer deeds and any other documents investors may contact M/s. Link Intime IndiaPrivate Limited situated at C-101 247 park LBS Marg Vikhroli West Mumbai-400083. TelNo. (022) 49186000. Fax: (022) 491186060. However shareholders holding shares in theelectronic mode should address all correspondence to their respective DepositoryParticipants.

By Order of Board

For TRANSWIND INFRASTRUCTURES LIMITED

Date: 31.08.2018
Place: Ahmedabad

PANKAJ KUMAR DUBEY

HEMANT UPADHYAY

DIRECTOR

DIRECTOR

DIN: 07787184

DIN: 02552272