Your Directors' have pleasure in presenting their 26th Annual Report togetherwith the Audited Statement of Accounts for the year ended 31st March 2020.
The financial results of the Company for the year ended 31st March 2020 compared tothe previous year are summarized below:
(Rs. in lacs.)
|Particulars ||Financial Year 2019-20 ||Financial Year 2018-19 |
|Profit Before Income Tax ||(111.69) ||47.00 |
|Short Provision of Earlier Years ||-- ||-- |
|Prior Period Expenses ||-- ||-- |
|Less: Current Tax ||-- ||-- |
|Less: Deferred Tax ||-- ||-- |
|Net Profit after Tax ||(111.69) ||47.00s |
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 March2020.
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 2019-20 and from the end of Financial Year 31st March2020 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 orSubsidiary Company.
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 2019-20.
The Statements made by the Auditors in their report are self-explanatory and doesn'trequire any comments by the Board of Directors.
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.
During the F.Y. 2019-20 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. Dinesh Chand Sharma (DIN: 02460345) was appointed as Non-Executive IndependentDirector on the Board with effect from 28th September 2018.
Mr. Anand Tippaya Ampepagolu (DIN: 07376282) was appointed as Additional Non-ExecutiveIndependent Director on the Board with effect from 30th March 2019.
Mrs. Anita Kiran Rawat (DIN: 08490523) was appointed as Additional Non-ExecutiveIndependent Director on the Board with effect from 22nd May 2019
Mr. Kailash Mehta (DIN: 01741399) and Mrs. Kala Mehta (DIN: 00308065) have resignedfrom the Board with effect from 21st May 2019 and Mrs. Kala Mehta (DIN: 00308065)respectively due to their pre-occupation. The Company appreciates their valuablecontribution during their tenure.
Mr. Anand Tippaya Ampepagolu (DIN: 07376282) have resigned as Additional Non-ExecutiveIndependent Director with effect from 25th September 2019.
Retire by Rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Daulat Samirmal Mehta (DIN: 01575366) Directorretires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment.
B) Declaration by Independent Directors:
The Company has received necessary declaration from Mr. Dinesh Chand Sharma Mr. AnandAmpepagolu Mrs. Anita Kiran Rawat Independent Directors under Section 149(7) of theCompanies Act 2013 that he meets the criteria for Independence as laid down under Section149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations andDisclosure 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 5 (five) Times. The details of the number of meetings ofthe Board held during the Financial Year 2019-20 along with attendance of directors formsa part of the Corporate Governance Report.
20th May 2019 14th August 2019 7th September 2019 13th November 2019 14thFebruary 2020.
The composition of the Audit Committee and the number of Audit Committee meetings heldduring the Financial Year 2019-20 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 section 186(2) of the Companies Act 2013.
Details of Loans and Investments made by the Company as on 31st March 2020 forms thepart of Notes to accounts.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethere under the Company has appointed M/s. Mayur More & Associates a firm of CompanySecretaries in Practice (C.P. No 13104) to undertake the Secretarial Audit of the Companyfor the F.Y. 2019-20.
The Secretarial Audit Report is included as "Annexure C" and forms anintegral part of this report.
Directors Comments on the Secretarial Audit Report:
a. The Company has complied with the relevant provisions in respect of ListingRegulations in respect of company website.
b. The Company has process to complied with the relevant provisions for NewspaperNotice for approval of Financial results and Newspaper Notice for AGM during the period2020-21.
c. Promoters are in process of demat of equity shares.
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.
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 2020 the Board of Directors states:
1. That in preparation of the annual accounts for the year ended 31st March 2020 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 2020 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 |
|1. ||The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year ||5.67:1 |
|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 ||NA |
|3. ||The percentage increase in the median remuneration of employees in the financial year || |
|4. ||The number of permanent employees on the rolls of company || |
|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 || |
|6. ||Affirmation that the remuneration is as per the remuneration policy of the company ||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 |
| ||Daulat S. Mehta ||Anita Kiran Dev Ravat |
| ||DIN 01575366 ||DIN - 08490523 |
| ||Managing Director ||Director |
|Date: 10th December 2020 || || |
|Place: Mumbai || || |