Transwind Infrastructures Ltd Directors Report.

To The Members of

TRANSWIND INFRASTRUCTURES LIMITED

Your Directors have pleasure in presenting the 21st (twenty first) Annual Report along with the Audited Statement of Accounts and Auditors Report for the year ended 31st March, 2018.

1. FINANCIAL HIGHLIGHTS

The following are the financial results of the Company for the year ended 31st March, 2018.

(Amount in Lakhs)

Particulars

2017-18

2016-17

Revenue from Operations

1437.43

1105.45

Other Income

24.08

25.29

Less: Expenses

1

1041.45

Profit Before Tax

114.21

89.29

Less: Tax Expenses

31.39

27.39

Profit For the year

82.82

61.90

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The Key highlights pertaining to the business of the company for the year 2017-18 and period subsequent there to have been given hereunder:

The total revenue of the Company during the financial year 2017-18 was 1437.43 lakhs against the total revenue of Rs. 1105.45 lakhs in the previous financial year 2016-17.

The total expenses of the Company during the financial year 2017-18 was Rs. 31.39 lakhs against the expenses of Rs. 27.39 lakhs in the previous financial year 2016-17.

The Profit after tax is Rs. 82.82 lakhs for the financial year 2017-18 as compare to Rs. 61.90 lakhs in the previous financial year 2016-17.

The PBT level has also grown by 27.90% over the previous year i.e. from Rs. 89.29 lakhs of previous financial year to Rs. 114.21 lakhs in the current financial period.

Your Directors are optimistic about companys business and hopeful of batter performance with increased revenue in the coming year.

3. DIVIDEND

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

4. RESERVE

The Company has decided to retain entire amount of Rs. 82.82 lakhs in the retained earnings.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business.

6. DEPOSITES

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

9. DETAILS OF SUBSIDIARY/ JOINT VENTURE

Company do not have any wholly owned subsidiary or subsidiary company and Joint venture. Hence, declaration regarding the same is not required.

7. SHARE CAPITAL

The Company has an Authorized Capital of Rs. 7,00,00,000/- divided into 70,00,000 equity shares of Rs. 10/- each.

During the financial year, paid-up capital of the Company increased from Rs. 28,33,000/- divided into 2,83,300 equity share of Rs. 10/- each to Rs. 6,68,90,000/- divided into 66,89,000 equity shares of Rs. 10/- each in following manner:

1. Company has allotted 78,000 equity share on preferential basis on 7th April, 2017.

2. Company has made preferential allotment of 37,600 equity shares to the promoter, promoters group and others dated 2nd May, 2017.

3. Company has issued Bonus shares to its shareholder of 35,90,100 equity shares dated 5th May, 2017.

4. Company has Allotted 27,00,000 equity share through Public Issue dated 8th July, 2017.

8. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

9. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure A forming part of this report.

10. WEBLINK AND EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual return in form MGT- 9 is annexed herewith as Annexure- B to this report.

The Company is having website i.e. www.transwind.in and annual return of Company has been published on such website.

11. PARTICULARS OF EMPLOYEES

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

12. AUDITORS AND AUDITORS REPORT:

a. Statutory Auditors

M/s. J. T. Shah & Co., Chartered Accountant (Firm Registration No. 109616W), were appointed as statutory Auditors of the Company at 20th Annual General meeting of the Company held on 29th September, 2017, to hold office for a period of five (5) years i.e. from the Conclusion of the 20th Annual General Meeting till the conclusion of the 25th Annual General meeting, subject to ratification of their appointment by the members of the company at every Annual General Meeting.

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

The Report given by the Statutory Auditor do not contain any qualification, reservation or adverse remark or qualification, which requires explanation or comment by the Board.

b. Secretarial Auditors

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 has appointed M/s. SPAN & Co., Company Secretaries LLP to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure- D forming part of this report.

With reference to the observation in the Secretarial Audit Report, the Board states that the same was inadvertently filed delay.

c. Internal Auditors

Based on the recommendations of the Audit Committee, the Board has appointed M/s. M. K. Malani & Co., Chartered Accountants, as an Internal Auditors of the Company to conduct the Internal Audit of the relevant books of accounts and records of the company.

15. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

13. CORPORATE GOVERNANCE

Being a SME Listed company, compliance with the Corporate Governance provisions do not apply to the Company.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNE

The Board of the Company comprises an optimum combination of executive and non-executive independent directors.

As on the date of this report, Board of Directors of the Company comprises of total five directors. The Composition of the Board of Directors is as under:

Name of Directors

Category and Designation

Mr. Pankaj Kumar Dubey

Whole-time Director

Mr. Hemant Upadhyay

Whole-time Director

Mr. Sanjay Dubey

Non- Executive Director

Dr. Kirtikumar Sheth

Independent Director

Ms. Shashikala Pandey

Independent Director

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

The Members has regularised the appointment of Mr. Sanjay Dubey, Mr. Hemant Upadhyay, Dr. Kirtikumar Sheth and Ms. Shashikala Pandey in the previous Annual General Meeting held on 29th September, 2017. During the period, Mr. C. M. L. Das has resigned w.e.f. 2nd February, 2018.

The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

In pursuant to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules and other applicable provisions of the Companies Act, 2013, the designated Key Managerial Personnel (KMP) of the Company as on 31st March, 2018 are as follows:

Name of KMP

Category and Designation

Mr. Shatrujeet C. Pandey

Chief Executive Officer

Ms. Mimmiksha Desai

Chief Financial Officer

Mr. Jaydev Shukla*

Company Secretary and Compliance Officer

*Resigned w.e.f. 31st May, 2018.

15. MEETING OF THE BOARD OF DIRECTORS

During the year under review there were 12 (twelve) Board Meeting held i.e. April 7, 2017, May 2, 2017, May 5, 2017, May 8, 2017, June 5, 2017, June 19, 2017, June 23, 2017, July 8, 2017, September 1, 2017, November 14, 2017, January 4, 2018 and February 12, 2018.

The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013. The prescribed quorum was presented for all the Meetings.

16. COMMITTEES OF THE BOARD

As on March 31, 2018 the Company has Three Board level Committees, inter alia Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

A. Audit Committee:

Name

Designation/ Position in the Committee

Ms. Shashikala Pandey

Independent Director

Chairperson

Dr. Kirtikumar Sheth

Independent Director

Member

Mr. Pankaj Kumar Dubey

W hole-time Director

Member

The term of reference of Audit Committee is as below:

* Recommendation for appointment, remuneration and terms of appointment of auditors of the company.

* Review and monitor the auditors independence and performance, and effectiveness of audit process.

* Examination of the financial statement and auditors report thereon.

* Approval or any subsequent modification of transactions of the company with related 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 related matters.

* The Audit Committee may call for the comments of the auditors about internal control system, the scope of audit, including the observations of the auditors and review of the financial statement before their submission to the Board and may also discuss any related issue with the internal and statutory auditors and the management of the company.

* The Audit Committee shall have authority to investigate into any matter in relation to the items specified above in (i) to (iv) or referred to it by the Board and for this purpose shall gave power to obtain professional advice from external sources and have 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 to be heard in the meetings of the Audit Committee when it considers the auditors report but shall not have the right to vote.

ALIGN=JUSTIFY>* The Boards report under sub-section (3) of section 134 shall disclose the composition of Audit Committee and where the Board had not accepted any recommendation of the Audit Committee, the same shall be disclosed in such report along with the reasons thereof.

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

B. Nomination and Remuneration Committees:

Name Designation/ Position in the Committee

Ms. Shashikala Pandey Independent Director Chairperson Dr. Kirtikumar Sheth Independent Director Member Mr. Sanjay Dubey Non- Executive Director Member

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

* To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

* To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

* The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

1. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; 2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and 3. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance 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 delegated to 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 any proposed changes to the Board for approval from time to time.

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

C. Stakeholders Relationship Committee:

Name

Designation/ Position in the Committee

Ms. Shashikala Pandey

Independent Director Chairman

Mr. Sanjay Dubey

Non-Executive Director Member

Mr. Pankaj Kumar Dubey

whole-time Director Member

17. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

18. COST RECORD

The provision of Cost audit as per section 148 doesnt applicable on the Company.

19. FORMAL ANNUAL EVALUATION

Pursuant to the provision of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation its own performance, performance of individual directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligation etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

21. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

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

22. DIRECTORS RESPONSIBILITY STATEMENT

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

a. In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018; and of the profit of the company for that year.

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and were operating effectively.

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

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

The Company has given Corporate Guarantee in favour of State Bank of India and other consortium lenders to secure financial assistance not exceeding Rs. 271.28 Cr. given to M. V. Omni Projects (India) Ltd.

24. RELATED PARTY TRANSACTION

Related party transactions that are entered during the financial year were in the ordinary course of Business and on an arms length basis. The Company had not entered into any contract/ arrangement / transactions with related parties which could be considered material. 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) Rules, 2014.

25. INSURANCE

All the properties and insurable interest of the company to the extant required adequately insured.

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

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition &Redresser) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

The Company has constituted committee for the same.

27. RISKS MANAGEMENT POLICY

The Company has a risk management policy, which periodically assess the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly.

28. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

29. VIGIL MACHANISM/ WHISTLE BLOWER

Pursuant to provision of Section 177 of the Companies Act, 2013, the Company have vigil mechanism to deal with instances of fraud or mismanagement.

30. SIGNIFICANT AND M ATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

31. DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS & OUTGO

The information on conversation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under section 134 of the companies act, 2013 read with 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
(ii) the steps taken by the company for utilizing alternate sources of energy

N.A.

(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.

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

During the year under review, the company did not earn any foreign exchange inflows and there was no foreign exchange outflow.

The Foreign Exchange outgo during the year in terms of actual outflows.

32. ACKNOLEDGEMENT

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Companys affairs. The Directors also take this opportunity to thank all the stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.

33. GENERAL SHAREHOLDERS INFORMATION

Annual General Meeting:
Date & Time:

29th September, 2018 at 04:00 pm

Venue:

Hotel Kells, Newyork Tower A, Thaltej, Ahmedabd - 380054

Book Closure :

22nd September, 2018 to 29th September, 2018

Listing on Stock Exchange:

The Companys shares are listed on National Stock Exchange of India on NSE Emerge platform w.e.f July 12, 2017. NSE, Exchange Plaza, Bandra Kurla complex, (E), Mumbai- 400 051. The company has paid initial listing fees and annual listing fees for the same.

NSE Symbol: TRANSWIND

Registrar and Transfer Agent (RTA)

Share Transfer and all other Investors / Shareholders related activities are attended and processed by our Registrar and Transfer Agent. For lodgment of transfer deeds and any other documents, investors may contact M/s. Link Intime India Private Limited, situated at C-101, 247 park, LBS Marg, Vikhroli West, Mumbai-400083. Tel No. (022) 49186000. Fax: (022) 491186060. However, shareholders holding shares in the electronic mode should address all correspondence to their respective Depository Participants.

By Order of Board,

For TRANSWIND INFRASTRUCTURES LIMITED

Date: 31.08.2018
Place: Ahmedabad

PANKAJ KUMAR DUBEY

HEMANT UPADHYAY

DIRECTOR

DIRECTOR

DIN: 07787184

DIN: 02552272