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Trupti Twisters Ltd.

BSE: 514236 Sector: Industrials
NSE: N.A. ISIN Code: INE664X01017
BSE 05:30 | 01 Jan Trupti Twisters Ltd
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Trupti Twisters Ltd. (TRUPTITWISTERS) - Director Report

Company director report


The Members

Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the Audited Accounts for the Financial Year ended 31stMarch 2017.


Financial Results
Particulars Year ended 31/03/2017 Year ended 31/03/2016
Total Revenue 00 00
Expenditure 1494425 15925686
Profit before Depreciation 00 00
Depreciation 00 00
Profit/(Loss) before Tax (1494425) (15925686)
Provision for Taxation 00 00
Income Tax 00 00
Deferred Tax 00 00
Profit/(Loss) after Tax (1494425) (15925686)


Due to recession and acute competition in the Industry Performance of your Company forthe year under review was affected. The Board of Directors of the Company is continuouslymaking efforts for the growth of the Company.


Due to loss during the year the Company is not able to declare Dividend


At present the Company has only one class of shares - equity shares with face value ofRs.10/- each. The authorized share capital of the company is Rs.35000000/- divided into3500000 equity shares of Rs.10/- each. The paid up share capital of the company isRs.34789000/- divided into 3478900 equity shares of Rs.10/- each.


Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.


During the period under review several energy conservation initiatives were adoptedand were taken by the Company and its subsidiaries. There are no plans to import any kindof technology for the project and hence information regarding its absorption is notapplicable. There was no research activities carried out during the year as well as noforeign exchange income or outgo during the year.


There were no such material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report whichcan affect the financial position of the Company.


No such Orders have been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Company's operation in future.


The Company has no Subsidiary/Associate Company. Hence details relating toSubsidiary/Associate Company are not provided for.


Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.


During the year under the review 6 (six) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethere under. Details of Board and Board committee meetings held during the year are givenas under:

Board meeting dates are finalized in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions.

The intervening gap between the Board Meetings was within the period prescribed underthe Companies Act 2013.

Composition of the Board of Directors

The Company's policy is to maintain optimum combination of Executive and Non-ExecutiveDirectors Pursuant Regulation 17 of SEBI (LODR) Regulations 2015. The composition of theBoard and category of Directors are as follows:

Executive Director Mr. Mayank Devashrayee (Director)
(Promoters) Ms. Trupti Devashrayee (Director)
Independent (Non -Executive) Director Mr. Ravi Shah (Independent Director) *
Mr. Keyoor Bakshi (Independent Director) *
Mr. Bhavin Mehta (Independent Director) *

* Mr. Keyoor Bakshi appointed as on 21St November 2016

* Mr. Bhavin Mehta appointed as on 17th January 2017 & Mr. Ravi shah Resigned as on17th January 2017

• Number of Board Meetings and Attendance of Directors:

During the financial year 2016-17 6 (Six) Board Meetings were held on 30/05/201616/08/2016 03/09/2016 09/11/2016 27/01/2017 and 30/03/2017.

Board meeting dates are finalized in consultation with all the directors and agendapapers with detailed notes and other background information which are essential for  the Board to effectively and reasonably perform their duties and functions arecirculated well in advance before the meeting thereby enabling the Board to take informeddecisions.

The composition of Directors and the attendance at the Board Meeting during the year2016-2017 and last Annual General Meeting are as under:

Name of Director Category No. of other Directorship s

Membership of Board Committees

No. of Board Meetings Attended Attendance at last AGM
Chairman Member
Mayank Devashrayee Director Nil 1 2 6 Yes
Trupti Devashrayee Director Nil 1 2 6 Yes
Keyoor Bakshi* Director Independent 9 Nil 2 3 No
Bhavin Mehta* Director Independent 2 Nil 2 2 No
Ravi Shah* Director Independent " 1 2 4 Yes

Mr. Keyoor Bakshi appointed as on 21St November 2016

* Mr. Bhavin Mehta appointed as on 17th January 2017 & Mr. Ravi shah Resigned as on17th January 2017


An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.


All the Properties of the Company are adequately insured.


There are no materially significant related party transactions made by the Companywhich may have a potential conflict with the interest of the Company at large and thusdisclosure in Form AOC-2 is not required. The Board has formulated Policy on Related PartyTransactions.


The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have wide and varied experience in differentdisciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Ms. Trupti Devashrayee (DIN: 06468232) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of the Act offers himself for re-appointment.

The Company had pursuant to the provisions of Regulation 17 read with Regulation 25 ofSEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 entered intowith Stock Exchanges appointed Mr. Keyoor Bakshi (DIN: 00133588) and Mr. Bhavin Mehta(DIN: 00023850) as an Independent Directors of the Company.

As per section 149(4) of the Companies Act 2013 (Act) which came into effect from 1stApril 2014 every listed public company is required to have at least one-third of thetotal number of directors as Independent Director. In accordance with the provisions ofsection 149 of the Act these Directors are being appointed as Independent Directors tohold office as per their tenure of appointment mentioned in the Notice of the forthcomingAnnual General Meeting (AGM) of the Company.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

As required under Section 203 of the Companies Act 2013 the Company has Mr. MayankDevashrayee under Key Managerial Personnel of the Company.


Pursuant to the provisions of the Act and Regulation 17(10) of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 and Companies Act 2013 theBoard had carried out performance evaluation of its own the Board Committees and of theIndependent directors. Independent Directors at a separate meeting evaluated performanceof the Non-Independent Directors Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.


The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director and also a Policy for remuneration of Directors Key managerial Personneland senior management.


The Company had not paid any remuneration to Executive Directors or any sitting fees toNon-Executives Directors for attending any meetings during the financial year ended 31stMarch 2017.


Independent Directors of the Company had met during the year under the review on29/03/2017.


During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees and also formed a Nomination and Remuneration Committee.

There are currently Three Committees of the Board as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

As per the requirement of the Companies Act 2013 read with Rules and Regulations ofSEBI (LODR) Regulations 2015 various Board committees have been formed for bettergovernance and accountability viz. Audit Committee Nomination and Remuneration CommitteeStakeholders' Relationship Committee.

The terms of reference of each committee are determined by the Board as per therequirement of law and their relevance is reviewed from time to time.


As a measure of good Corporate Governance and to provide assistance to the Board ofDirectors in fulfilling the Board's responsibilities an Audit Committee had beenconstituted by the Board. The terms of reference of this committee covers mattersspecified under Regulation read with Regulation 18 of SEBI (LODR) Regulations 2015 andSection 177 of the Companies Act 2013 and other matters referred by the Board from timeto time. Committee lays emphasis on adequate disclosures and compliance with all relevantstatues.

Main areas are deliberated as under.

a. To provide an open avenue of communication between the independent auditorsinternal auditors and the Board of Directors (BOD).

b. To oversee the work of the independent auditors for the purpose of preparing orissuing an audit report or related work.

c. Relying on the review and discussions with the management and the independentauditor the Audit Committee believes that the Company's financial statements are fairlypresented in conformity with Generally Accepted Accounting Principles in all materialaspects.

d. To consider and review the adequacy of internal control including computerizedinformation system controls an periodically to the Board of Directors on significantactivities.

The Constitution of the committee and the attendance of each member of the committee isgiven below: The Committee comprises of four Directors. All members of the Audit Committeeare financially literate. In the financial year 2016-17 four meetings were held on30/05/2016 12/08/2016 09/11/2016 and 13/01/2017. Composition of committee as on 31stMarch 2017 and member's attendance at the meetings during the year are as under:

Mr. Bhavi Mehta Member
Mr. Keyoor Bakshi Chairman
Mr. Mayank Devashrayee Member

* Mr. Keyoor Bakshi appointed as on 21St November 2016

* Mr. Bhavin Mehta appointed as on 17th January 2017 & Mr. Ravi shah Resigned as on17th January 2017 Attendance of each member of the committee:

Committee Members Meetings held Meetings attended
Mr. Ravi Shah* 4 4
Mr. Keyoor Bakshi* 4 2
Mr. Mayank Devashrayee 4 4
Mr. Bhavin Mehta 4 0

* Mr. Keyoor Bakshi appointed as on 21St November 2016

* Mr. Bhavin Mehta appointed as on 17th January 2017 & Mr. Ravi shah Resigned as on17th January 2017


Terms of reference of the committee comprise various matters provided under Regulation19 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 and section 178 of

the Companies Act 2013 and other matters referred by the Board from time to time. TheCommittee comprises of Four Directors.

The Constitution of the committee and the attendance of each member of the committee isgiven below:

Name Designation Category
Mr. Ravi Shah* Member Independent Director
Mr. Bhavin Mehta* Member Independent Director
Mr. Mayank Devashrayee Member Director
Ms. Trupti Devashrayee Member Director

* Mr. Keyoor Bakshi appointed as on 21St November 2016

* Mr. Bhavin Mehta appointed as on 17th January 2017 & Mr. Ravi shah Resigned as on17th January 2017


Stakeholders' Relationship Committee performs various functions provided underRegulation 20 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulations 2015 and section 178 of the Companies Act 2013. TheCommittee comprises of Five Directors out of which three is independent. It is headed byMr. Mayank Devashrayee a Director.

Name Designation Category
Mr. Keyoor Bakshi* Member Independent Director
Mr Bhavin Mehta* Member Independent Director
Ms. Trupti Devashrayee Member Director

* Mr. Keyoor Bakshi appointed as as on 21St November 2016

* Mr. Bhavin Mehta appointed as on 17th January 2017 & Mr. Ravi shah Resigned as on17th January 2017

The Stakeholders' Relationship Committee has been constituted to administer thefollowing activities:

a. Transfer of shares

b. Transmission of shares

c. Issue of Duplicate Share Certificates

d. Change of Status

e. Change of Name

f. Transposition of Shares

g. Sub-Division of Share Certificates

h. Consolidation of folios

i. Shareholders' requests for Dematerialization of shares

j. Shareholders' requests for Rematerialization of shares

The Committee meets from time to time and approves the transfer and transmission ofshares deletion of names issue of duplicate share certificates etc. The Committeefacilitates prompt and effective redressal of investors' complaints and the reporting ofthe same to the Board of Directors.

• No. of shareholders' complaints received - NIL.

• No. of complaints not solved to the satisfaction of shareholders -NIL.

• No. of pending share transfers - NIL.

• As at 31st March 2017 no equity Shares were pending for transfer.


A. Statutory Auditors

M/s. V . D Shukla & Co. Chartered Accountants (Firm Registration No.110240W) wereappointed as Statutory Auditors of your Company at the Annual General Meeting held on 29thSeptember 2016 for a term of five consecutive years. As per the provisions of Section 139of the Companies Act 2013 the appointment of Auditors is required to be ratified byMembers at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. The notes to the accounts referred to in the Auditors' Report areself-explanatory and therefore do not call for any further comments.

There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Mr. ViralRanpura Practicing Company Secretaries Ahmedabad to undertake the Secretarial Audit ofthe Company. The Secretarial Audit Report is annexed herewith as Annexure IV

There is no qualification reservation or adverse remark in the report.


The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations. The Audit Committee in consultation with the internal auditors formulates thescope functioning periodicity and methodology for conducting the internal audit. Theinternal auditors carry out audit covering inter alia monitoring and evaluating theefficiency & adequacy of internal control systems in the Company its compliance withoperating systems accounting procedures and policies at all locations and submit theirperiodical internal audit reports to the Audit Committee. Based on the internal auditreport and review by the Audit committee process owners undertake necessary actions intheir respective areas. The internal auditors have expressed that the internal controlsystem in the Company is robust and effective. The Board has also put in place requisitelegal compliance framework to ensure compliance of all the applicable laws and that suchsystems are adequate and operating effectively.


Company has implemented an integrated risk management approach through which it reviewsand assesses significant risks on a regular basis to help ensure that there is a robustsystem of risk controls and mitigation in place. Senior management periodically reviewsthis risk management framework to keep updated and address emerging challenges. Majorrisks identified for the Company by the management are Currency fluctuation Compliancesof various applicable Laws Regulatory changes Manufacturing & Supply LitigationTechnological Changes and new capital investments return. The management is however ofthe view that none of the above risks may threaten the existence of the Company as robustRisk mitigation mechanism is put in place to ensure that there is nil or minimum impact onthe Company in case any of these risks materialize


In accordance with Section 177 of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 the Company hasconstituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism forthe directors and employees to report genuine concerns in such manner as may be prescribedand to report to the management instances of unethical behaviour actual or suspectedfraud or violation of the Company's code of conduct.


The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.


In accordance with the provisions of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013 and to the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors state that-

i. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

ii. 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 at the end of the financial year 31stMarch 2017 and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 and Rules madethereunder for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis; and

v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.


The compliance with the corporate governance provisions as specified in regulations 1718 19 20 2122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and Para C D and E of Schedule V shall not apply in respect of the listedentity having paid up equity share capital not exceeding rupees ten crore and net worthnot exceeding rupees twenty five crore as on the last day of the previous financial year.At present the Company is not required to comply with Corporate Governance regulations asnone of the above referred limits have been triggered.


The Non-Applicability of Corporate Governance Certificate from the Director asstipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isherewith attached in Annexure-V.


Company was Voluntary Delisted under Ahmedabad Stock Exchange (ASE) w.e.f 30th June2016.


General Shareholder Information to the Shareholdel.


a. Annual General Meeting:

Date: 29th September 2017 Time:11:00 A.M

Address: 304 3rd Floor Shoppers Plaza -5 Opp. Municipal Market C.G RoadNavrangpura Ahmedabad - 380009

b. Calendar of Financial Year ended 31st March 2017

The meetings of Board of Directors for approval of quarterly financial results duringthe Financial Year ended 31st March 2017 were held on the following dates:

First Quarter Results: 14th August 2016

Second Quarter and Half yearly Results: 9th November 2016

Third Quarter Results: 8th February 2017

Fourth Quarter and Annual Results: 24th May 2017

c. Tentative Calendar for financial year ending 31st March 2018

Unaudited Results for the quarter ended 30/06/2017 Second Week of August 2017
Unaudited Results for the quarter ended 30/09/2017 Second Week of November 2017
Unaudited Results for the last quarter ended 31/12/ 2017 Second Week of February 2018
Audited Results for the quarter ended 31/03/2018 Fourth Week of May 2018
Annual General Meeting for the year ending 31st March 2018 September 292018

D Date of Book Closure

23rd September 2017 to 29th September 2017 (both days inclusive) for Annual GeneralMeeting.

e. Regd. Office

304/ 3rd Floor Shoppers Plaza -5 Opp. Municipal Market C.G. Road NavrangpuraAhmedabad - 380009

f. Equity shares of the Company are listed on BSE Limited Stock Exchange.

g. Scrip Code:- 514236 (BSE) Scrip ID: TRUPTWI ISIN : INE664X01017

h. Stock Market Data (in Rs./ Per Share)


The Bombay Stock Exchange Ltd

Month's High Month's Low
April 2016 0.00 0.00
May 2016 0.00 0.00
June 2016 0.00 0.00
July 2016 0.00 0.00
August 2016 0.00 0.00
September 2016 0.00 0.00
October 2016 0.00 0.00
November 2016 0.00 0.00
December 2016 0.00 0.00
January 2017 0.00 0.00
February 2017 0.00 0.00
March 2017 0.00 0.00

i. Share Transfer System

Applications for transfer of shares held in physical form are received at theregistered office of the Company. All valid transfers are processed within 15 days fromthe date of receipt.

j. Shareholding pattern as on 31-03-2017 is as given below :

Sr. No. Category No. of Shares

% of holding

1 Promoters 980800 28.19
2 Persons acting in Concert - -
3 Mutual Funds UTI Banks Financial Institutions Insurance CompaniesCentral /State Govt. Government institutions
4 FIIs - -
5 NRIs 224200 6.44
6 Bodies Corporate 3000 0.09
7 HUF 30300 0.87
8 Others 2240600 64.40
Grand Total 3478900 100.00

k. Distribution of Shareholding as on 31st March 2017 is as under:

Slab of Share Holdings No. of Shareholders % of Shareholders Amount (in Rs.) % of Capital
1-500 13785 99.23 19507000 56.07
501-1000 66 0.48 462000 1.33
1001-2000 26 0.19 373000 1.07
2001-3000 - - - -
3001-4000 2 0.01 67000 0.19
4001-5000 - - - -
5001-10000 2 0.01 180000 0.52
10001 and above 11 0.08 14200000 40.82
TOTAL 13892 100.00 34789000 100.00

l. Dematerialization of Shares and liquidity

The shares of the company are not permitted for demat on NSDL and CDSL

Issued Subscribed and Paid up Capital as on March 312017: 34789000


A. Electronic Holding in NSDL : NIL
B. Electronic Holding in CDSL : NIL
C. Physical Holding : 3478900

m. Outstanding GDRs/ADRs/Warrants or Conversion instruments Conversion date and likeimpact on equity- Not applicable

n. Investors' correspondence:

For transfer/dematerialization of shares Change of Address Change in Status ofinvestors payment of dividend on shares and other query relating to the shares of theCompany:

Accurate Securities & Registry Pvt Ltd

23 Sarthik Complex

Near Iscon Cross Road

Satellite Ahmedabad - 380015

o. Share Transfer System

Shares in physical form sent for registering transfer to the Company are registeredand returned within a period of 15 days from the date of receipt if the documents are inorder in all respects. The Share Transfer Committee of the Company meets as often asrequired.

p. Company Secretary & Compliance Officer of the Company:

Mr. Malay Desai


Your Directors take this opportunity to express their gratitude for the unstintedcommitment dedication hard work and significant contribution made by employees at alllevels in ensuring sustained growth of the Company. Your Directors also sincerely thank toall the stakeholders customers vendors bankers business associates government otherstatutory bodies and look forward to their continued assistance co-operation and support.

Place: Ahmedabad
Date: 03rd September 2017

For and on behalf of the Board

Mayank Devashrayee Trupti Devashrayee
Director Director
DIN: 05313186 DIN:06468323



2016 -17 2015 -16
Foreign Exchange Earning Nil Nil
Foreign Exchange out go Nil Nil


Place: Ahmedabad
Date: 03rd September 2017

For and on behalf of the Board

Mayank Devashrayee Trupti Devashrayee
Director Director
DIN: 05313186 DIN:06468323