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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 22nd (Twenty Second) AnnualReport along with the Audited Statement of Accounts and Auditors' Report for the yearended 31st March 2019.

1. FINANCIAL HIGHLIGHTS

The following are the financial results of the Company for the year ended 31st March2019:

(Amount in Lakhs)
Particulars 2018-19 2017-18
Revenue from Operations 1538.55 1437.43
Other Income 40.73 24.08
Less: Expenses 1552.46 1347.30
Profit Before Tax 26.83 114.21
Less: Tax Expenses 5.21 31.39
Profit For the year 21.62 82.82

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

The Key highlights pertaining to the business of the Company for the year 2018-19 havebeen given hereunder:

• The total revenue of the Company during the financial year 2018-19 was Rs.1538.55 lakhs against the total revenue of Rs. 1437.43 lakhs in the previous financialyear 2017-18.

• The total expenses of the Company during the financial year 2018-19 was Rs.1552.46 lakhs against the expenses of Rs. 1347.30 lakhs in the previous financial year2017-18.

• During the year there is decline in profit of the Company over the previousyear due to increase in the cost of operations. The Profit after tax is Rs. 21.62 lakhsfor the financial year 2018-19 as compared to Rs. 82.82 lakhs in the previous financialyear 2017-18.

Your Directors are optimistic about the Company's business and hopeful of batterperformance with increased revenue and profit in the coming year.

3. DIVIDEND

With a view to meet future requirements of projects and to strengthen the financialposition of the Company your Directors have decided not to recommend any dividend for theperiod under review.

4. RESERVE

The Company has decided to retain entire amount of Rs. 21.62 lakhs in the retainedearnings.

5. CHANGE IN NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the year underreview.

6. DEPOSITES

The Company has neither accepted nor renewed any deposits falling within the purview ofSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014 as amended from time to time during the year under review and therefore detailsmentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules 2014 relating todeposits covered under Chapter V of the Act is not required to be given.

9. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any wholly owned subsidiary or subsidiary company jointventure and associate company. Hence declaration regarding the same is not required.

7. SHARE CAPITAL

The Company has an Authorized Capital of Rs. 70000000/- divided into 7000000equity shares of Rs. 10/- each.

The Company has Issued Subscribed and Paid-up Capital of Rs. 66890000/- dividedinto 6689000 equity shares of Rs. 10/- each.

There is no change in Share Capital of the Company during the year under review.

8. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:

No material changes have occurred between the end of the financial year of the Companyto which the financial statements relate and the date of the report which is affectingthe financial position of the Company.

9. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

Management Discussion & Analysis report for the year under review as stipulatedunder Regulation 34(2)(e) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is enclosed as Annexure-Aforming part of this Report.

10. EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormMGT-9 as part of this Annual Report has been enclosed as Annexure-B and on the belowmentioned website of the Company www.transwind.in.

11. PARTICULARS OF EMPLOYEES

Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining such details is enclosed as Annexure-C forming part of this report.

12. STATUTORY AUDITORS

M/s. J. T. Shah & Co. Chartered Accountants (Firm Registration No. 109616W) wereappointed as the Statutory Auditors of the Company in the 20th Annual General Meeting ofthe Company held on 29th September 2017 to hold office for a period of five (5) yearsi.e. from the Conclusion of the 20th Annual General Meeting till the conclusion of the25th Annual General meeting subject to ratification of their appointment by the membersof the Company at every Annual General Meeting.

In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting hence not proposed.

13. RESPONSE TO QUALIFICATIONS MADE BY THE STATUTORY AUDITOR IN ITS REPORT

In response to qualifications made by Statuary Auditors in its Report in respect ofCorporate Guarantee provided by the Company and uncertainty relating to going concern theBoard states that the Company has already filed its Reply and denied the claims of Banks.Further M. V. Omni Projects (India) Ltd. has initialed legal proceeding against theBanker and the matter is pending before the Court and the management is not in a positionto ascertain actual liability at present. In response to the Auditors qualificationrelating to demolition in value of investments the Board states that accounts of M. V.Omni Projects (India) Ltd. are not finalized yet and suit filed by M. V. Omni Projects(India) Ltd. against Banks is pending and therefore accurate value of investment cannot beascertained. In response to Auditors qualification relating to balance of loans andadvances the fact is that majority of clients of the Company are government agencies andthey do not provide balance confirmation as to Retention money security deposit etc.separately as the same could be derived from the Bills submitted to them.

14. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. SPAN & Co. Company Secretaries LLP to undertake the Secretarial Auditof the Company. The Report of the Secretarial Audit is annexed herewith as Annexure-Dforming part of this report.

15. RESPONSE TO THE OBSERVATIONS MADE BY THE SECRETARIAL AUDITOR IN ITS REPORT

In response to the observations made by the Secretarial Auditor in its Report inrelation to inadequate number of Independent Directors and improper constitution of AuditCommittee and Nomination & Remuneration Committee the Board states that Dr.Kirtikumar Sheth an Independent Director had resigned with effect from 31st August 2018.Consequently the number of Independent Directors reduced below the minimum requirementsas prescribed under the Section 149 of the Companies Act 2013 and the constitution ofAudit Committee and Nomination & Remuneration Committee became improper. However ason date of this Report the requirement of Independent Directors has been fulfilled andcomplied with.

16. INTERNAL AUDITORS

The Board has appointed M/s. Narendra R. Prajapati & Co. Chartered Accountants asInternal Auditors of the Company to conduct the Internal Audit of the relevant books ofaccounts and records of the Company.

17. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013 except as qualified by theAuditor in its Report. The significant accounting policies which are consistently appliedare set out in the Notes to the Financial Statements.

18. CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 relating to Corporate Governance Disclosure isnot applicable to the Company listed on the SME platform. Hence the Company is notrequired to make disclosures in Corporate Governance Report.

19. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act 2013 constitution ofCorporate Social Responsibility (CSR) Committee and matters relating to it is notapplicable to Company. Hence there is no information regarding it.

20. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details of Board of Directors and Key Managerial Personnel of the Company for theFinancial Year 2018-19 and as on date of this Report are as follows:

S.N. Name of Directors and Key Managerial Personnel Category and Designation Date of Appointment Date of Cessation
1 Mr. Pankaj Kumar Dubey Whole-time Director 07.04.2017 --
2 Mr. Hemant Upadhyay Whole-time Director 01.09.2017 02.03.2019
3 Mr. Sanjay Dubey Non-Executive Non-Independent Director 07.04.2017 12.10.2018
4 Dr. Kirtikumar Sheth Non-Executive Independent Director 02.05.2017 31.08.2018
5 Ms. Shashikala Pandey Non-Executive Independent Director 02.05.2017 06.06.2019
6 Mr. Mithilaish Dubey Non-Executive Non-Independent Director 12.10.2018 --
7 Mr. Niranjansingh Rajput Non-Executive Independent Director 06.06.2019 --
8 Mr. Shatrujeet Pandey Chief Executive Officer (KMP) 02.05.2017 --
9 Ms. Mimiksha Desai Chief Financial Officer (KMP) 14.03.2017 --
10 Mr. Hardik Jetani Company Secretary & Compliance Officer (KMP) 31.08.2018 30.05.2019
11 Ms. Swati Jain Company Secretary & Compliance Officer (KMP) 21.06.2019 --

The Board of Directors of the Company has an optimum combination of ExecutiveNon-executive and Independent Directors during the year under review except in part of theyear due to resignation of Dr. Kirtikumar Sheth w.e.f. 31st August 2018. Consequentlythe strength of Independent Directors reduced below the minimum requirement and resultedinto improper composition of Audit Committee and Nomination & Remuneration Committeeof the Board as prescribed under the Act. However as on date of this Report the strengthof Independent Directors has been fulfilled.

In accordance with the provisions of the Companies Act 2013 and the Article ofAssociations of the Company Mr. Pankaj Kumar Dubey (DIN: 07787184) retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.The Board recommended his re-appointment.

During the period under review Mr. Hemant Upadhyay Mr. Sanjay Dubey and Dr.Kirtikumar Sheth were resigned. Ms Shashikala Pandey has resigned subsequent to the periodunder review but prior to the date of Report.

Further Mr. Mithilaish Dubey and Mr. Niranjansingh Rajput were appointed by the Boardof Directors as Additional Directors on the Board of the Company who shall hold officetill the conclusion of the ensuing Annual General Meeting. The Company has receivedNotices proposing their candidature for appointment as Directors of the Company.

As per the requirement of section 134(3)(d) of the Companies Act 2013 the Company isrequired to attach the statement on Declaration given by the Independent Directors underSection 149(6) with the Report. Your Company has received the said Declaration from allthe Independent Directors.

21. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review there were 9 (Nine) Board Meetings held i.e. May 302018 August 13 2018 August 31 2018 October 12 2018 November 3 2018 November 272018 December 27 2018 March 11 2019 and March 29 2019.

The intervening gap between two board meetings was within the period prescribed underthe Companies Act 2013 and the Secretarial Standard-I. The prescribed quorum waspresented for all the Meetings.

22. COMMITTEES OF THE BOARD

As on 31st March 2019 the Company has three Statutory Committees Audit CommitteeNomination and Remuneration Committee and Stakeholders Relationship Committee.

Constitute of Committees are as under:

A. Audit Committee:

Constitution of Audit Committee:

Name Designation/ Position in the Committee
Ms. Shashikala Pandey Non- Executive Independent Director Chairperson
Dr. Kirtikumar Sheth* Non- Executive Independent Director Member
Mr. Pankaj Kumar Dubey Whole-time Director Member
Mr. Mithilaish Dubey** Non- Executive Non-Independent Director Member

* Dr. Kirtikumar Sheth was resigned w.e.f. 31st August 2018.

** Mr. Mithilaish Dubey was appointed as Member w.e.f 12th October 2018.

The term of reference of Audit Committee is as below:

• Recommendation for appointment remuneration and terms of appointment ofauditors of the company.

• Review and monitor the auditor's independence and performance and effectivenessof audit process.

• Examination of the financial statement and auditor's report thereon.

• Approval or any subsequent modification of transactions of the company withrelated parties.

• Scrutiny of inter-corporate loans and investments.

• Valuation of undertakings or assets of the company wherever it is necessary.

• Evaluation of internal financial controls and risk management systems.

• Monitoring the end use of funds raised through public offers and relatedmatters.

• The Audit Committee may call for the comments of the auditors about internalcontrol system the scope of audit including the observations of the auditors and reviewof the financial statement before their submission to the Board and may also discuss anyrelated issue with the internal and statutory auditors and the management of the company.

• The Audit Committee shall have authority to investigate into any matter inrelation to the items specified above in (i) to (iv) or referred to it by the Board andfor this purpose shall gave power to obtain professional advice from external sources andhave full access to information contained in the records of the company.

• The auditors of a company and the key managerial personnel shall have a right tobe heard in the meetings of the Audit Committee when it considers the auditor's report butshall not have the right to vote.

• The Board's report under sub-section (3) of section 134 shall disclose thecomposition of Audit Committee and where the Board had not accepted any recommendation ofthe Audit Committee the same shall be disclosed in such report along with the reasonsthereof.

• The victims/persons who use vigil mechanism can direct access to the chairpersonof the Audit Committee in appropriate or exceptional cases.

B. Nomination and Remuneration Committee:

Constitution of Nomination and Remuneration Committee:

Name Designation/ Position in the Committee
Ms. Shashikala Pandey Non- Executive Independent Director Chairperson
Dr. Kirtikumar Sheth* Non- Executive Independent Director Member
Mr. Sanjay Dubey* Non- Executive Director Member
Mr. Mithilaish Dubey** Non- Executive Non-Independent Director Member

*Dr. Kirtikumar Sheth and Mr. Sanjay Dubey was resigned w.e.f. 31st August 2018 and12th October 2018 respectively.

** Mr. Mithilaish Dubey was appointed as Member w.e.f 12th October 2018.

The term of reference of Nomination & Remuneration Committee is as below:

• To identify persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down recommend to theBoard their appointment and removal and shall carry out evaluation of every Director'sperformance.

• To formulate the criteria for determining qualifications positive attributesand independence of a Director and recommend to the Board a policy relating to theremuneration for the Directors Key Managerial Personnel and other employees.

• The Nomination and Remuneration Committee shall while formulating the policyensure that:

• the level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the Companysuccessfully;

• Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

• Remuneration to Directors Key Managerial Personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the company and its goals:

• Regularly review the Human Resource function of the Company.

• Discharge such other function(s) or exercise such power(s) as may be delegatedto the Committee by the Board from time to time.

• Make reports to the Board as appropriate.

• Review and reassess the adequacy of this charter periodically and recommend anyproposed changes to the Board for approval from time to time.

• Any other work and policy related and incidental to the objectives of thecommittee as per provisions of the Act and rules made there under.

C. Stakeholders Relationship Committee:

Constitution of Stakeholders Relationship Committee:

Name Designation/ Position in the Committee
Ms. Shashikala Pandey Non- Executive Independent Director Chairperson
Dr. Kirtikumar Sheth* Non- Executive Independent Director Member
Mr. Sanjay Dubey* Non- Executive Director Member
Mr. Mithilaish Dubey** Non- Executive Non-Independent Director Member
Mr. Pankaj Kumar Dubey Whole-time Director Member

*Dr. Kirtikumar Sheth and Mr. Sanjay Dubey was resigned w.e.f. 31st August 2018 and12th October 2018 respectively.

** Mr. Mithilaish Dubey was appointed as Member w.e.f 12th October 2018.

23. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

24. COST AUDIT APPLICABILITY

Maintenance of cost records under sub-section (1) of section 148 of the Companies Act2013 are not applicable to the Company.

25. FORMAL ANNUAL EVALUATION

Pursuant to the provision of the Companies Act 2013 and Rules made thereunder theBoard has carried the evaluation its own performance performance of individual directorsBoard Committees including the Chairman of the Board on the basis of attendancecontribution and various criteria as recommended by the Nomination and RemunerationCommittee of the Company. The evaluation of the working of the Board its committeesexperience and expertise performance of specific duties and obligation etc. were carriedout. The Directors expressed their satisfaction with the evaluation process and outcome.

26. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company is well equipped with adequate internal financial controls. The Company hasa continuous monitoring mechanism which enables the organization to maintain the samestandards of the control systems and help them in managing defaults if any on timelybasis because of strong reporting mechanisms followed by the Company.

27. INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS

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

28. DIRECTORS' RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b. the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the profitof the Company for that year;

c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

e. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

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

There were no loans guarantees or investments made by your Company under theprovisions of Section 186 of the Companies Act 2013 during the period under review.However in past 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.

30. RELATED PARTY TRANSACTION

Related party transactions that are entered during the financial year were in theordinary course of Business and on an arm's length basis. The Company had not entered intoany contract/ arrangement / transactions with related parties which could be consideredmaterial. Hence the Company is not required to attach Form AOC-2 pursuant to section 134(3) (h) of the Companies act 2013 read with rule 8(2) of the Companies (Accounts) Rules2014.

31. INSURANCE

All the properties and insurable interests of the Company to the extant requiredadequately insured.

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

There was no case filed during the year under the sexual harassment of women atworkplace (Prevention Prohibition & Redresser) Act 2013. Further the 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.

33. RISKS MANAGEMENT POLICY

The Company has a Risk Management Policy which periodically assess the threats andopportunities that will impact the objectives set for the Company as a whole. The Policyis designed to provide the categorization of risk into threat and its cause impacttreatment and control measures. As part of the Risk Management Policy the relevantparameters for protection of environment safety of operations and health of people atwork are monitored regularly.

34. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's Policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

35. VIGIL MACHANISM/ WHISTLE BLOWER

The Company has adopted a Vigil Mechanism Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company have been denied access to the AuditCommittee. The web link for the policy is www.transwind.in.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed by any Regulators or Courts orTribunals impacting the going concern status of the Company and its future operations.

37. DETAILS ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS& OUTGO

The information on conversation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe 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 Not Applicble
(ii) the steps taken by the Company for utilizing alternate sources of energy
(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 under review.
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 The Foreign Exchange outgo during the year in terms of actual outflows. During the year under review the Company did not earn any foreign exchange inflows and there was no foreign exchange outflow.

38. GENERAL SHAREHOLDER'S INFORMATION

Annual General Meeting:

Date & Time : Monday 30th September 2019 at 04.00 PM.
Venue : 74- Newyork Tower- A Opp. Jain Derasar S. G. Highway Thaltej Ahmedabad- 380054 Gujarat India
Book Closure : Monday 23rd September 2019 to Monday 30th September 2019 (both days inclusive)

Listing on Stock Exchange:

The Company's shares are listed on National Stock Exchange of India on NSE Emergeplatform w.e.f July 12 2017. NSE Exchange Plaza Bandra Kurla complex (E) Mumbai- 400051. The Company is regular in payment of listing fees.

NSE Symbol: TRANSWIND

Registrar and Transfer Agent (RTA):

Share transfer and all other Investor's / Shareholder's related activities are attendedand processed by our Registrar and Transfer Agent. For lodgment of transfer deeds and anyother documents investors may contact M/s. Link Intime India Private Limited situated atC-101 247 Park LBS Marg Vikhroli West Mumbai-400083. Tel No. (022) 49186000. Fax:(022) 491186060. However shareholders holding shares in the electronic mode shouldaddress all correspondence to their respective Depository Participants.

39. ACKNOLEDGEMENT

Your Directors take this opportunity to place on record the appreciation of thevaluable contribution and dedication shown by the employees of the Company RTA Auditorsand Practicing Company Secretary which have contributed to the successful management ofthe Company's affairs. The Directors also take this opportunity to thank all theStakeholders Investors Clients Banks Government Regulatory Authorities and StockExchange for their continued support.

Date : 04/09/2019 By Order of Board
Place : Ahmedabad For Transwind Infrastructures Limited
Sd/- Sd/-
PANKAJ KUMAR DUBEY MITHILAISH DUBEY
(Whole-time Director) (Director)
DIN: 07787184 DIN: 00821704

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