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Twinstar Industries Ltd.

BSE: 531917 Sector: IT
NSE: N.A. ISIN Code: INE070B01013
BSE 00:00 | 06 Jul 1.17 0






NSE 05:30 | 01 Jan Twinstar Industries Ltd
OPEN 1.23
52-Week high 1.39
52-Week low 0.55
Mkt Cap.(Rs cr) 3
Buy Price 1.24
Buy Qty 201.00
Sell Price 1.17
Sell Qty 1150.00
OPEN 1.23
CLOSE 1.17
52-Week high 1.39
52-Week low 0.55
Mkt Cap.(Rs cr) 3
Buy Price 1.24
Buy Qty 201.00
Sell Price 1.17
Sell Qty 1150.00

Twinstar Industries Ltd. (TWINSTARINDUS) - Director Report

Company director report

Dear Members

Your Directors' have pleasure in presenting their 24th Annual Report together with theAudited Statement of Accounts for the year ended 31st March 2018.

Financial Results

The financial results of the Company for the year ended 31st March 2018 compared tothe previous year are summarized below:

(Rs. in lacs.)

Particulars Financial Year 2017-18 Financial Year 2016-17
Profit Before Income Tax 75.294 40.375
Short Provision of Earlier Years -- --
Prior Period Expenses 3.917 --
Less: Current Tax 14.441 7.693
Less: Deferred Tax 16.371 6.536
Net Profit after Tax 40.565 26.145

Performance and Future Prospects

Twinstar Industries Limited the company has been involved into IT businesses since itsinception At Twinstar our constant endeavor is to grow. The company is involved inprojects with Central Government State Government and also with Banks. The companyexpects good growth from the projects. With a wider objective and trying to cater to awider audience the company is also looking into various fields of work with the Governmentof India and a few other companies as well. With the recent changing and constantincreasing competition the company plans to take the challenge to them and perform betterthan its peers. With the new Mantra of "Inspire" the company would look intoprojects which are new and different.

The company is also involved in trading activities wherever it sees good opportunities.

Dividend & Reserves

The Directors did not recommend any dividend for the Financial Year ended 31st March2018.

During the year under review no transfers were made to General Reserves.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Company was not required to transfer any amount to Investor Education andProtection Fund.

Material Changes & Commitments

There are no material changes & commitments affecting the financial position of theCompany during the Financial Year 2017-18 and from the end of Financial Year 31st March2018 till the date of this report.

Internal Financial Control

The Company has effective internal financial control and risk mitigation system whichare constantly assessed and strengthened. The Internal Auditors periodically reviews theeffectiveness of the Internal Financial control. Further same is reviewed by the Auditcommittee and suggestions are made for improvement.

Subsidiary/Joint Ventures and Associates

The Company has no joint ventures with any other entities nor has any associates.

During the year 'Twinstar Software Exports Inc (USA)' ceased to be subsidiary of theCompany.


The Company has not accepted any deposits under the provisions of section 73 of theCompanies Act 2013 during the any of the previous Financial Years as well as FinancialYear 2017-18.

Auditors' Report

The Statements made by the Auditors in their report are self-explanatory and doesn'trequire any comments by the Board of Directors.

Statutory Auditors

Under Section 139 of the Companies Act 2013 and rules made thereunder the Members ofthe Company have appointed M/s Gupta Raj & Co. Chartered Accountants (Membership No.001687N) at the 23rd Annual General Meeting for a consecutive period of 5 years to holdthe office from the conclusion of the 23rd Annual General Meeting of the Company till theconclusion of 28th Annual General Meeting subject to the ratification by the members atevery Annual General Meeting.

However Ministry of Corporate Affairs vide its notification dated 7th May 2018 has doneaway with the requirement of the ratification of the appointment of Statutory Auditors andhence M/s Gupta Raj & Co. (FRN: 001687N) shall act as Statutory Auditors till the AGMto be held for the year 2021-2022

Details of Frauds reported by Auditors'

No frauds have been reported by auditors hence no disclosures are required under theprovisions of Section 143 of the Companies Act 2013 and the rules made thereunder.

Share Capital

During the F.Y. 2017-2018 there was no change in the Share Capital of the Company.

Extract of Annual Return

The extract of the Annual Return in Form MGT 9 as required under Section 92 of theCompanies Act 2013 is included in this Report as "Annexure A"

Conservation of Energy Technology Absorption & Foreign Exchange Earnings &Outgo

The information relating to conservation of energy technology absorption & foreignexchange earnings & outgo by the Companies annexed to the report as "Annexure -B"

Corporate Social Responsibility

The provisions of the Companies Act 2013 relating to CSR expenditure are notapplicable to the Company.


A) Changes in Directors and Key Managerial Personnel


Mr. Rishabh Jain (DIN: 03439137) was appointed as Additional Non-Executive IndependentDirector on the Board with effect from 22nd March 2018.

Mr. Harsh Mehta (DIN: 01719123) retired by rotation and was reappointed in the 23rdAnnual General Meeting of the Company held on 30th September 2017.


Mr. Harsh Daulatmal Mehta (DIN: 01719123) and Mr. Rishabh Jain (DIN: 03439137) haveresigned from the Board with effect from 07th June 2018 respectively due to theirpre-occupation. The Company appreciates their valuable contribution during their tenure.

Retire by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Kailash Mehta (DIN: 01741399) Director retires byrotation at the forthcoming Annual General Meeting and being eligible offers himself forre-appointment.

Proposed Appointments

The Board of Directors recommends members to appoint Mr. Dinesh Chand Sharma and Mr.Gaurav Bhandari as Independent Directors of the Company at the forthcoming Annual GeneralMeeting for the period of 5 years from 28th September 2018 to 27th September 2023.

B) Declaration by Independent Directors:

The Company has received necessary declaration from Mr. Rishabh Jain IndependentDirector under Section 149(7) of the Companies Act 2013 that he meets the criteria forIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

C) Board Evaluation :

Pursuant to the provisions of the Companies Act 2013 for the purpose of evaluatingthe performance of the Board as a whole a structured questionnaire was prepared coveringvarious aspects of the Board's functioning composition of the Board and its committeeexecution and performance of specific duties obligations and the same was circulatedamongst the Board of Directors for their feedback. The Board of Directors expressed theirsatisfaction with the evaluation process.

Number of Meetings of Board of Directors

During the year Board duly met 6 (Six) Times. The details of the number of meetings ofthe Board held during the Financial Year 2017-2018 along with attendance of directorsforms a part of the Corporate Governance Report.

Audit Committee

The composition of the Audit Committee and the number of Audit Committee meetings heldduring the Financial Year 2017-2018 forms a part of the Corporate Governance Report.

Vigil Mechanism for Directors and Employees

The Company has a Vigil Mechanism policy to report genuine concerns or grievances. Thedetails form a part of the Corporate Governance Report.

Nomination and Remuneration Committee

The company has policies framed for remuneration and appointment of Directors Keymanagerial personnel and senior management of the company. The composition of Committeeand details of policy forms a part of the Corporate Governance Report.

Particulars of Loans Guarantees or Investments u/s 186 of the Companies Act 2013

The Company has not given any guarantee or security in connection with any loan to anyother body corporate or person exceeding the specified limits mentioned under section186(2) of the Companies Act 2013.

Details of Loans and Investments made by the Company as on 31st March 2018 forms thepart of Notes to accounts.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethere under the Company has appointed M/s. Priti J Sheth & Associates a firm ofCompany Secretaries in Practice (C.P. No 5518) to undertake the Secretarial Audit of theCompany for the F.Y. 2017-2018.

The Secretarial Audit Report is included as "Annexure C" and forms anintegral part of this report.

Directors Comments on the Secretarial Audit Report:

The Company is in process of appointing Key Managerial Personnel and IndependentDirectors.

The Company is in process of reactivating its website. The Company is in process ofrestructuring the Composition of Board and Composition of the Audit and Nomination andRemuneration Committees to align the same as per the provisions of Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The SubsidiaryCompany Twinstar Software Exports Inc" (USA) has not started its operations and henceaccounts were not consolidated. During the year under review Twinstar Software Exports Incceased to be the subsidiary of the Company.

Related Party Transaction

The transactions entered into by the Company with Related Parties are at Arm's LengthPrice and in ordinary course of business. Particulars of transactions entered into withrelated party are included as "Annexure D" in Form AOC - 2.

Corporate Governance

As per Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements)Regulation 2015 a separate section on corporate governance practices followed by theCompany together with a certificate from the Company's Statutory Auditor's confirmingcompliances forms an integral part of this Report.

Maintenance of Cost Records

Pursuant to the provisions of Section 148 of the Companies Act 2013 and the rules madethere under the Company is not required to maintain cost records.

Risk Management Policy

The Company has a Risk Management framework to identify evaluate business risks andopportunities. The framework helps in identifying risks exposure and potential impactanalysis for the Company level.

Significant & Material Orders Passed by the Regulators or Courts or Tribunals

There are no significant material orders passed by the Regulators/Courts/Tribunalswhich would impact the going concern status of the Company & its future operations.

Internal Complaints Committee

The Company is in process of constituting of Internal Complaints Committee under TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Directors' Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 in relation to financialstatements for the year ended 31st March 2018 the Board of Directors states:

1. That in preparation of the annual accounts for the year ended 31st March 2018 theapplicable accounting standards have been followed along with the proper explanationrelating to material departures if any;

2. And applied them consistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company asat March 31 2018 and of the profit of the company for the year ended on that date;

3. That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.

4. That they have prepared the annual accounts on a going concern basis.

5. That they have laid down Internal Financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively;

6. That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Particulars of Employees

The Company wishes to place on record appreciation for the contribution made by theemployees to the operations of the Company.

There were no employees drawing the remuneration beyond the limits prescribed underRule 5(2) of Companies (Appointment and Remuneration) Rules 2014.

Details of top ten employees in terms of remuneration as required under Rule 5(2) ofCompanies (Appointment and Remuneration) Rules 2014 will be available for inspection atthe Registered Office of the Company.

Disclosure as per rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 (as amended) are as follows:

Sr. No Particulars Daulat Mehta Harsh Mehta
1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 6.67:1 6.67:1
2. The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year 25% 25%
3. The percentage increase in the median remuneration of employees in the financial year 16.67%
4. The number of permanent employees on the rolls of company 10
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration 19.73%
6. Affirmation that the remuneration is as per the remuneration policy of the company Remuneration is as per the Companies policy Remuneration is as per the Companies policy


The Company has complied with all the Applicable Secretarial Standards issued byInstitute of Company Secretaries of India.


The Board of Directors of the Company acknowledges the continued support andco-operation extended by the Statutory Authorities Government Authorities Bankers StockExchange Stake holders and employees of the Company.

For Twinstar Industries Limited
Sd/- Sd/-
D. S. Mehta Kailash Mehta
Date: 13th August 2018 Managing Director Director
Place: Mumbai DIN: 01575366 DIN:01741399

"Annexure B" to the Board's Report

The information relating to conservation of energy and technology absorption by theCompany

(A) Conservation of Energy

i. The steps taken or impact on conservation of energy: As the Company is not engagedin any manufacturing activity the conservation of energy is relatively low.

ii. The steps taken by the company for utilizing alternates source of energy: NIL

iii. The Capital Investment on energy conservation equipments: NIL

(B) Technology Absorption

i. The efforts made towards technology absorption: NIL

ii. The benefits derived like product improvement cost reduction product developmentor import substitution: NIL

iii. In case of imported technology (imported during last three years reckoned frombeginning of financial year)

(a) Details of technology imported: NIL

(b) Year of Import: NIL

(c) Whether technology has been fully absorbed: NIL

(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: NIL

iv. The expenditure incurred on Research and Development: NIL

(C) Foreign Exchange Earnings & Outgo

During the year under review there were no earnings in foreign exchange and there wasno foreign exchange out go.

For Twinstar Industries Limited
Sd/- Sd/-
D. S. Mehta Kailash Mehta
Date: 13th August 2018 Managing Director Director
Place: Mumbai DIN: 01575366 DIN:01741399