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Tranway Technologies Ltd.

BSE: 542923 Sector: IT
NSE: N.A. ISIN Code: INE0BIW01023
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NSE 05:30 | 01 Jan Tranway Technologies Ltd
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VOLUME 10000
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P/E 74.08
Mkt Cap.(Rs cr) 9
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OPEN 8.89
CLOSE 8.89
VOLUME 10000
52-Week high 25.05
52-Week low 6.65
P/E 74.08
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tranway Technologies Ltd. (TRANWAYTECHNOL) - Director Report

Company director report

TRANWAY TECHNOLOGIES LIMITED

To the Members

Your directors are pleased to present the 6th Board's Report of yourCompany along with Audited Financial Statements for the year ended 31st March 2021.

1. FINANCIAL HIGHLIGHTS (STANDALONE & CONSOLIDATED):

The Company's Standalone Financial Performance for the year under review along with theprevious year's figures given under:

(Amount in Rupees)

Particulars For the Year ended 31st March 2021 For the Year ended 31st March 2020
Income from Business Operations 55522686 44022202
Other Income 174431 311619
Total Income 55697117 44333821
Profit before Interest Depreciation & Tax 456096 1130217
Less: Interest - -
Less: Depreciation - -
Profit after depreciation and Interest 456096 1130217
Less: Current Income Tax (Inc: earlier year tax) 174600 361790
Tax adjustments for earlier years 121529 17563
Less: Deferred Tax (56011) (67932)
Net Profit/Net Loss after Tax 215978 818796
Dividend (Including Interim if any and final) - -
Net Profit/Net Loss after dividend and Tax 215978 818796
Amount transferred to General reserve -
Balance carried to Balance Sheet 215978 836359
Earnings per share (Basic -Weighted Average) 0.02 0.25
Earnings per Share (Diluted-Weighted Average) 0.02 0.25

The Company's Consolidated Financial Performance for the year under review along withthe previous year's figures given under

Particulars For the Year ended 31st March 2021 For the Year ended 31st March 2020
Income from Business Operations 62936073 55302113
Other Income 236810 769909
Total Income 63172883 56072022
Profit before Interest Depreciation & Tax 2092169 3118331
Less: Interest - -
Less: Depreciation 850232 1252862
Profit after depreciation and Interest 1241937 (1865469)
Less: Current Income Tax(Inc: earlier year tax) 296129 379353
Less: Deferred Tax (53819) (75262)
Net Profit/Net Loss after Tax 999628 (2169560)
Dividend (Including Interim if any and final) -
Net Profit/Net Loss after dividend and Tax 999628 (2169560)
Amount transferred to General reserve -
Balance carried to Balance Sheet 999628 (2169560)
Earnings per share (Basic -Weighted Average) 0.09 (0.66)
Earnings per Share(Diluted-Weighted Average) 0.09 (0.66)

2. DIVIDEND:

No dividend was declared for the financial year ended 31st March 2021 by theBoard of Directors.

3. STATE OF COMPANY' FINANCIAL AFFAIRS:

During the year under review the company has recorded total revenue of Rs.55697117/- as compared to the previous year amount of Rs. 44333821/-. TheExpenditure incurred including Depreciation during the year was Rs. 55241021/- ascompared to the previous year amount of Rs. 43203604/-. The Company is looking forwardto increase its numbers in the coming financial year with the support of all theStakeholders of the Company.

4. TRANSFER TO RESERVES:

The company has not transferred any amount to any specific reserve fund during thefinancial year under review.

5. INSURANCE:

Your Company has not taken any Insurance on its Assets.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY HAVING OCCURRED SINCE THE END OF THE YEAR TILL THE DATE THE REPORT:

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the Financial Year and the date of this report.

7. SHARES AND SHARE CAPITAL

During the year under review the Company has not issued any new shares thereforethere was no change in the Authorized Issued and Paid-Up share capital of the Company.

• Other Disclosures and information That the Company:

i. Has not allotted any shares with differential voting rights during the year hencethere is nothing to disclose under provisions of section 43 of the Act read with Rule 4(4)of the Companies (Share Capital and Debenture) Rules 2014.

ii. Has not allotted any sweat equity shares during the year in accordance with theprovision of section 54(1)(d) of Companies Act 2013 read with Rule 8 (13) of theCompanies (Share Capital and Debenture) Rules 2014.

iii. Has not allotted stock option to any employee during the year as per Rule 12 (9)of the Companies (Share Capital and Debenture) Rules 2014.

iv. The company has not given any loan pursuant to provisions of section 67 of the actto its employees for purchase of its own shares hence there is nothing to disclose underprovisions of section 67(3) of the Act read with 16(4) of the Companies (Share Capital andDebentures) Rules 2014.

8. IPO FUND UTILISATION:

The balance fund which was raised through IPO amounting to Rs 0.49 Lac out of the totalfund raised Rs 424.00 is lying in the bank Account.

9. DE.MATERIAT.ISATION OF EQUITY SHARES:

Equity Share of the Company is in Dematerialized Form with either of the depository'sviz. NSDL and CDSL. The ISIN No. allotted is INEOBIW01023.

10. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION:

The operations of the company are not energy intensive. Company takes various measuresto reduce energy consumption by using energy efficient computer systems and procuringenergy efficient computer systems and procuring energy equipment. As ongoing processcompany continuously adopts new technologies and techniques to make infrastructure moreenergy efficient.

11. FOREIGN CURRENCY EARNINGS AND OUTGO:

The company has not made any foreign currency transactions during the year.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The provisions of Section 135 of the Companies Act 2013 read with Rule 9 of theCompanies (Accounts) Rules 2013 is not applicable to the Company.

13. EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return as on the financial yearended on March 31 2021 in form MGT-9 as required under section 92 of the Companies Act2013 (hereinafter referred to as the "Act") and Rule 12(1) of the Companies(Management and Administration) Rules 2014 can be accessed at company's website:ww.tranwayinc.com under the investor Tab.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 185 & 186 OFTHECOMPANIES ACT. 2013:

The Company has not given any loan u/s 185 of the Companies Act 2013. However therewere loans and investments made by the Company under Section 186 of the Companies Act2013 during the year under review and the details of which are given in Notes No.28 of theFinancial Statements.

15. DIRECTORS / KEY MANAGERIAL PERSONNEL:

There was no Change in the Directors/Key Managerial Personnel during the period underreview and the Composition of Board of Directors as on 31st March 2021 is as follows;

NAME DATE OF APPOINTMENT CURRENT DESIGNATION
Mr. Bharat 25th March 2015 Managing Director and Whole Time Director
Mrs. Kalavathy Bylappa 25th March 2015 Whole time Director
Mr. Gangisetty Srinivasulu Prashanth 15th November 2019 Independent Director
Mr. Arul Kumar 14th December 2019 Independent Director
Mr. A. Dhakshinamoorthy 14th December 2019 Independent Director
Mrs. Preeti Sandeep Byse 14th December 2019 Chief Financial Officer (CFO)
Mrs. Anitha R 17th December 2019 Company Secretary and Compliance Officer (CS)

DISCLOSURES BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP-1 intimation under Section 164(2) i.e. in Form DIR-8 and declaration as tocompliance with the Code of Conduct of the Company. All Independent Directors have alsogiven declarations that they meet the criteria of independence as laid down under Section149(6) of the Act.

16. CHANGE IN DESIGNATION OF THE DIRECTORS:

After the end of the financial year the Designation of the Directors have been changedthe consent of the Board of Directors subject to the approval of the members of thecompany and the details as underneath and composition of the Boards remains the same.

NAME DATE OF APPOINTMENT CURRENT DESIGNATION
Mrs. Kalavathy Bylappa 10th May 2021 Managing Director and Whole Time Director
Mr. Bharat 10th May 2021 Whole time Director

17. MEETINGS OF THE BOARD:

During the period under review total of 9 Board meetings were held. The maximumtime-gap between any two consecutive meetings did not exceed 120 days. The details of theBoard meetings are:

SI No Date SI No Date
1 04.05.2020 6 20.09.2020
2 06.06.2020 7 14.11.2020
3 26.06.2020 8 04.12.2020
4 31.07.2020 9 12.03.2021
5 17.09.2020 -

18. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Regulation 25 of the Listing Regulations and Section 149 read with Schedule IV ofCompanies Act 2013 mandates that the Independent Directors of the Company shall hold atleast one meeting in a year without the presence of Non-Independent Directors and membersof the management and requires all the Independent Directors to be present at suchmeeting.

Your company recognizes the role that Independent Directors play in ensuring anefficient and transparent work environment hence all the Independent directors of thecompany separately met Once during the year FY 2020-21 without the presence of anyNonIndependent Directors and/or any members of the management on March 16th2021 and discussed about the flow of Information to the Board Compliances and variousother Board

Related matters and identify areas where they need clarity or information frommanagement and to annually review the performance of Non- Independent Directors the Boardas whole and the Chairman.

The Independent Directors update the Audit Committee and the Board about the outcome ofthe meetings and actions if any required to be taken by the Company.

19. AUDIT COMMITTEE:

The Committee comprises of three Directors viz. Mr. Gangisetty Srinivasulu PrashanthIndependent Director (Chairman of the Committee) Mr. A Dhakshinamoorthy IndependentDirector and Mr. Bharat. Executive Director. The Committee fulfils the compositionrequirement as specified under the provisions of the Companies Act 2013 and ListingRegulations.

The key responsibilities of the Audit Committee are to assist the Board in fulfillingits oversight responsibilities in relation to: financial reporting; the effectiveness ofthe system of risk management and robustness of internal financial controls and riskmanagement framework and monitoring the qualifications expertise resources andindependence of both the internal and external auditors; and assessing the auditors'performance and effectiveness each year.

During the year under review 4(Four) meetings of the Audit Committee were held on 20thJune 2020 31st July 2020 14th November 2020 and 05thMarch 2021.

Review of Financial Results for FY 2020-21: The Committee reviewed the Standalone &Consolidated Financial Statements for FY 2020-21 and based on this review and discussionswith management the Committee was satisfied that the Financial Statements were preparedin accordance with applicable Accounting Standards and fairly present the financialposition and results for the year ended March 31 2021. The Committee thereforerecommended the Financial Statements for the year ended March 31 2021 for approval of theBoard.

The Company Secretary of the Company is the Secretary of the Committee.

All the recommendations of the Audit Committee made during the year were accepted bythe Board.

20. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Committee comprises of three Directors viz. Mr. Arul Kumar (Chairman of theCommittee) Mr. A Dhakshinamoorthy and Mr. Gangisetty Srinivasulu Prashanth. All the

Members of the Committee are Independent Directors. The Committee fulfils thecomposition requirement as specified under the provisions of the Companies Act 2013 andListing Regulations.

The Company recognizes the worth of sustaining an ongoing relation with the Company'sstakeholders to ensure a mutual understanding of the Company's strategy performance andgovernance. The Stakeholder Relationship Committee (SRC) assists the Company and its Boardin maintaining strong and long-term relationships with all its shareholders. The SRCmainly oversees and reviews the timely redressal of all the Security holder's grievance;ways to enhance shareholder experience; performance of Registrar & Transfer Agent;shareholding movement etc.

During the year under review one (1) meeting of the Nomination and RemunerationCommittee were held on 5th March 2021.

All the recommendations of the Committee were accepted by the Board.

21. INVESTOR COMPLAINTS

Company's Registrar & Transfer Agent Link Intime India Private Limited entertainsand resolves investor grievances in consultation with the Compliance Officer. Allgrievances can be addressed either to RTA or to the Company directly. An update on thestatus of complaints is quarterly reported to the Board and is also filed with stockexchanges.

Company has not received any complaints during the Financial Year 2020-21

22. NOMINATION AND REMUNERATION COMMITTEES:

The Committee comprises of three Directors viz. Mr. Gangisetty Srinivasulu Prashanth(Chairman of the Committee) Mr. A Dhakshinamoorthy and Mr. Arul Kumar. All the Membersof the Committee are Independent Directors. The Committee fulfils the compositionrequirement as specified under the provisions of the Companies Act 2013 and ListingRegulations.

The NRC is responsible for making recommendations to the Board on the structure sizeand composition of the Board ensuring that the appropriate mix of skills experiencediversity and independence is present on the Board for it to function effectively. TheCommittee also carries out the entire process of Board Evaluation.

When setting remuneration for the Executive Directors the Committee takes into accountthe overall business performance of the company operations and The Committee is alsofocused on aligning the interests of the Executive Directors and the management group withthose of shareholders to build a sustainable performance culture.

During the year under review one (1) meeting of the Nomination and RemunerationCommittee were held on 5th March 2021.

All the recommendations of the Committee were accepted by the Board.

23. PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES:

None of the employee has received remuneration exceeding the limit as stated in Rule5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014.Disclosures pertaining to the remuneration as required u/s 197 (12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and remuneration of ManagerialPersonnel) Rules 2014 are given as Annexure B forming part of this Report.

24. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND-AS)

As per provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards)Rules 2015 notified vide Notification No.G.S.R.111(E) on 16th Feb. 2015 Companies whoseshares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capitaland Disclosure Requirements) Regulations 2009 are exempted from the compulsoryrequirement of adoption of IND-AS w.e.f. 1st April 2017. As your Company is listed on BSEStart-up Segment SME Platform of BSE Limited it is covered under the exempted categoryand is not required to comply with IND-AS for preparation of financial statementsbeginning with the period on or after 1st April 2017.

25. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has one direct subsidiary. In accordance with Section 129 (3) of the Act aseparate statement containing salient features of the financial statement of thesubsidiaries of the Company in Form AOC-1 is given in Annexure C. and your Company doesnot have any Associate or Joint Venture during the year under review.

26. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

27. AUDITORS:

Your company has appointed M/s. Luharuka & Co. Chartered Accountants (FRN.:328700E) Kolkata on 25/12/2020 as the Statutory Auditors to hold the office until theconclusion of the 10th ensuing Annual General Meeting (AGM) of the company.

The Company has received a certificate of eligibility from the statutory auditors inaccordance with the provisions of Section 141 of the Act. There is no requirement forratification of auditors in this Annual General Meeting as per the provision of Section139 of the Companies Act 2013 as amended.

28. INTERNAL FINANCIAL CONTROLS

Your Company has appointed Ms. CS Anitha R as its Internal Auditor. The Board hasadopted policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies safeguarding of its assetsprevention and detection of fraud error reporting mechanisms accuracy and completenessof the accounting records and timely preparation of reliable financial disclosures.

29. SECRETARIAL AUDIT REPORT:

For previous Financial Year 2019-20 Pursuant to the provisions of Section 204 of theCompanies Act 2013 the Company had appointed M/s Arpan Sengupta and AssociatesPracticing Company Secretaries to undertake the Secretarial Audit of the Company.

And for the period under review the Company has appointed M/s K. P Ghelani &Associates Practicing Company Secretaries to undertake the Secretarial Audit of theCompany. The Secretarial Audit report for the FY 2020-2021 of the Company has been annexedwith the Board's Report as Annexure D.

30. OBSERVATIONS AND REMARKS OF AUDITOR:

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. No observation or remark has been given bythe Auditor during the period under review.

31. FRAUD REPORTING BY THE AUDITORS:

During the year under review neither the statutory auditors nor the SecretarialAuditors has reported to the audit committee u/s 143(12) of the Companies Act 2013 anyfraud committed against the Company by any of its officers employees.

32 CORPORATE GOVERNANCE:

As your company has been listed on BSE Start-up Segment SME Platform of BSE Limited byvirtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the compliance with the corporate Governance provisions as specified inregulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and ParaC D and E of schedule V are not applicable to the company. Hence Corporate GovernanceReport does not form a part of this Board Report though we are committed for the bestcorporate governance practices.

33. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of the board itscommittees and individual directors pursuant to the provisions of the Act and asprescribed by the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘SEBI Listing Regulations').

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017. The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of criteria such as the compositionof committees effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent directors at which the performanceof the board its committees and individual directors was also discussed. Performanceevaluation of independent directors was done by the entire board excluding theindependent director being evaluated.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION OF.PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has in place a Sexual harassment Policy in line with the requirements ofthe Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. All women employees (permanent contractual temporary trainees) are coveredunder this policy.

The Company has a duly constituted Complaints Committee for redressal of sexualharassment complaint (made by the victim) and for ensuring time bound treatment of suchcomplaints. the Complaints Committee will comprise of the following members:

1. Ms. Vaishali Panchal - Whistle Officer -External Member

2. Ms. Kalavathy Bylappa - Director and Chairman/Preceding officer of Committee - Level3 Escalation

3. Ms. Anitha R - Company Secretary and Compliance officer - Level 2 Escalation

4. Ms. Babita Anand - HR -Admin- Level 1 Escalation.

During the year under review 4(Four) meetings of the Audit Committee were held on 18thApril 2020 22nd July 2020 9th October 2020 and 11thJanuary 2021.

No complaints for sexual harassment were received during the year under review.

35. HUMAN RESOURCES:

During the period under review the personal and work relationship with the employeesremained cordial in all respects. The management has always carried out systematicappraisal of performance and imparted training at periodic intervals. The Companyrecognizes talent and has judiciously followed the principle of rewarding performance.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATION OR COURT ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:

There were no significant and material Orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

37. COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148 (1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.

38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II)issued by the Institute of Company Secretaries of India and approved by the CentralGovernment under section 118(10) of the Companies Act 2013.

39. POLICIES:

The Companies Act 2013 along with the SEBI (LODR) Regulation 2015 and mandate toformulation of certain policies for all listed Companies. Accordingly the Company hasformulated the Policies for the same as the Company believed to retain and Courage highlevel of ethical standard in business transaction.

A. VIGIL MECHANISM/ WHISTLE BLOWER POLICY :

The Board has pursuant to the provisions of Section 177(9) of the Companies Act 2013read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and theListing Regulations framed "Whistle Blower Policy and Vigil Mechanism"("the Policy").

The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behavior.

The Policy has been framed with a view to provide a mechanism inter alia enablingstakeholders including Directors individual employees of the Company and theirrepresentative bodies to freely communicate their concerns about illegal or unethicalpractices and to report genuine concerns or grievance as also to report to the managementconcerns about unethical behavior actual or suspected fraud or violation of the Company'sCode of Conduct or ethics policy

The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company's websiteat the link: www.tranwayinc.com

B. POLICY ON PRESERVATION OF THE DOCUMENTS:

The Company has formulated a Policy pursuant to regulation 9 of the Securities ExchangeBoard of India (Listing obligation and Disclosure Requirements) Regulations 2015("Regulations") on Preservation of the Document ensure safekeeping of the recordand safeguard the Documents from getting mutilated or destroyed while at the same timeavoiding superfluous inventory of Documents.

Policy on Preservation on the documents may be accessed on the Company's website at thelink: www.tranwayinc.com

C. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:

The Policy is framed in accordance with the requirements of the Regulation 30 ofSecurities and Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulations2015 ("Regulations"). The object of the policy is to determinemateriality of events of information of the Company and to ensure that such information isadequately disseminated in pursuance with the Regulation and to provide an overallgovernance framework for such determine of materiality.

Policy on criteria for determining materiality of events may be accessed on theCompany's website at the link: www.tranwayinc.com

40. INSIDER TRA.DING REGULATIONS:

Based on the requirement under SEBI (Prohibition of Insider Trading) Regulation1992read with SEBI (Prohibition of Insider Trading) Regulation2015 as amended from time totime the code of conduct for prevention of insider trading and the Code for FairDisclosure ("Code") as approved by the Board from time are in force by theCompany. The objective of this Code is to Price the interest of shareholders at large toprevent misuse of any price sensitive information and to prevent any Insider Tradingactivity by dealing in shares of the Company by its Directors designated employees andother employees and other employees. The Company also adopts the concept of Trading windowclosure to prevent its Directors Officers designated employees and other employees fromtrading in the securities of Tranway Technologies Limited at the time when there isunpublished price sensitive information.

Policy on criteria for Insider Trading Regulations may be accessed on the Company'swebsite at the link: www.tranwayinc.com

41. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There are no material related party transactions during the year under review with thePromoters Directors or Key Managerial Personnel(s) (KMP(s)). All related partytransactions are mentioned in the notes to the accounts. The Company has formulated aPolicy on "Materiality of Related Party Transactions" and on "the processof dealing with such transactions" which are in line with the provisions of Section188 of the Companies Act 2013 and Regulation 23 of SEBI LODR Regulations 2015. The sameis also available on the company website.

During the year under review there were no material related party transactions underRegulation 23 (4) of SEBI LODR Regulations 2015 entered into by the Company whichnecessitates approval of Shareholders.

42. RISK MANAGEMENT:

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of fraud error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures. These procedures are being periodically reviewed to ensure that managementcontrols risk through the means of properly defined framework of the Company.

43. CODE OF CONDUCT:

The Company has adopted the Code of Conduct for all its Senior Management Personnel andDirectors and the same is affirmed by all the Board Members and Senior ManagementPersonnel.

44. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 the Management's discussion andanalysis report is annexed in "ANNEXURE-E".

45. CEO/CFO CERTIFICATION:

In compliance with Regulation 17(8) of the Listing Regulations the CEO/CFOcertification on the financial statements duly signed by the CFO of the Company for theyear ended March 31 2021 is enclosed at the end of the Report. The Company has adopted aback-up certification system by Business & Functional Heads for compliance withrespect to their concerned areas in order to imbibe a compliance & ethical culture inthe organization.

46. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement: —

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) The directors have 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 at the end of the financial year and ofthe profit and loss of the company for that period;

(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 have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

47. ACKNOWLEDGEMENTS:

Your director's place on record their appreciation for their overwhelming co-operationand assistance received from investors customers business associates banker vendorsas well as regulatory and governmental authorities Your Directors also thank the employeeat all levels our consistent growth was made possible by their hard work solidaritycooperation and support.

For and on behalf of Tranway Technologies Limited
Kalavathy Bylappa Chairman and Managing director DIN: 03550060
Date: 08.09.2021 Place: Bangalore

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