Transwind Infrastructures Ltd Directors Report.

To,

The Members of

TRANSWIND INFRASTRUCTURES LIMITED

Your Directors have pleasure in presenting the 22nd (Twenty Second) Annual Report along with the Audited Statement of Accounts and Auditors Report for the year ended 31st March, 2019.

1. FINANCIAL HIGHLIGHTS

The following are the financial results of the Company for the year ended 31st March, 2019:

(Amount in Lakhs)
Particulars 2018-19 2017-18
Revenue from Operations 1538.55 1437.43
Other Income 40.73 24.08
Less: Expenses 1552.46 1347.30
Profit Before Tax 26.83 114.21
Less: Tax Expenses 5.21 31.39
Profit For the year 21.62 82.82

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The Key highlights pertaining to the business of the Company for the year 2018-19 have been given hereunder:

• The total revenue of the Company during the financial year 2018-19 was Rs. 1538.55 lakhs against the total revenue of Rs. 1437.43 lakhs in the previous financial year 2017-18.

• The total expenses of the Company during the financial year 2018-19 was Rs. 1552.46 lakhs against the expenses of Rs. 1347.30 lakhs in the previous financial year 2017-18.

• During the year, there is decline in profit of the Company over the previous year due to increase in the cost of operations. The Profit after tax is Rs. 21.62 lakhs for the financial year 2018-19 as compared to Rs. 82.82 lakhs in the previous financial year 2017-18.

Your Directors are optimistic about the Companys business and hopeful of batter performance with increased revenue and profit 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. 21.62 lakhs in the retained earnings.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

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 AND ASSOCIATE COMPANY

The Company does not have any wholly owned subsidiary or subsidiary company, joint venture and associate company. 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.

The Company has Issued, Subscribed and Paid-up Capital of Rs. 6,68,90,000/- divided into 66,89,000 equity shares of Rs. 10/- each.

There is no change in Share Capital of the Company during the year under review.

8. MATERIAL CHANGES AND COMMITMENTS, 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 enclosed as Annexure-A forming part of this Report.

10. EXTRACT OF ANNUAL RETURN

As required, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT-9 as part of this Annual Report has been enclosed as Annexure-B and on the below mentioned website of the Company www.transwind.in.

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. STATUTORY AUDITORS

M/s. J. T. Shah & Co., Chartered Accountants (Firm Registration No. 109616W), were appointed as the Statutory Auditors of the Company in the 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.

13. RESPONSE TO QUALIFICATIONS MADE BY THE STATUTORY AUDITOR IN ITS REPORT

In response to qualifications made by Statuary Auditors in its Report in respect of Corporate Guarantee provided by the Company and uncertainty relating to going concern, the Board states that the Company has already filed its Reply and denied the claims of Banks. Further, M. V. Omni Projects (India) Ltd. has initialed legal proceeding against the Banker and the matter is pending before the Court and the management is not in a position to ascertain actual liability at present. In response to the Auditors qualification relating to demolition in value of investments, the Board states that accounts of M. V. Omni Projects (India) Ltd. are not finalized yet and suit filed by M. V. Omni Projects (India) Ltd. against Banks is pending and therefore accurate value of investment cannot be ascertained. In response to Auditors qualification relating to balance of loans and advances, the fact is that majority of clients of the Company are government agencies and they do not provide balance confirmation as to Retention money, security deposit, etc. separately as the same could be derived from the Bills submitted to them.

14. SECRETARIAL AUDITOR

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.

15. RESPONSE TO THE OBSERVATIONS MADE BY THE SECRETARIAL AUDITOR IN ITS REPORT

In response to the observations made by the Secretarial Auditor in its Report in relation to inadequate number of Independent Directors and improper constitution of Audit Committee and Nomination & Remuneration Committee, the Board states that Dr. Kirtikumar Sheth, an Independent Director had resigned with effect from 31st August, 2018. Consequently, the number of Independent Directors reduced below the minimum requirements as prescribed under the Section 149 of the Companies Act, 2013 and the constitution of Audit Committee and Nomination & Remuneration Committee became improper. However, as on date of this Report, the requirement of Independent Directors has been fulfilled and complied with.

16. INTERNAL AUDITORS

The Board has appointed M/s. Narendra R. Prajapati & Co., Chartered Accountants, as Internal Auditors of the Company to conduct the Internal Audit of the relevant books of accounts and records of the Company.

17. 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 except as qualified by the Auditor in its Report. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

18. CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance Disclosure is not applicable to the Company listed on the SME platform. Hence, the Company is not required to make disclosures in Corporate Governance Report.

19. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, constitution of Corporate Social Responsibility (CSR) Committee and matters relating to it is not applicable to Company. Hence, there is no information regarding it.

20. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details of Board of Directors and Key Managerial Personnel of the Company for the Financial Year 2018-19 and as on date of this Report are as follows:

S.N. Name of Directors and Key Managerial Personnel Category and Designation Date of Appointment Date of Cessation
1 Mr. Pankaj Kumar Dubey Whole-time Director 07.04.2017 --
2 Mr. Hemant Upadhyay Whole-time Director 01.09.2017 02.03.2019
3 Mr. Sanjay Dubey Non-Executive Non-Independent Director 07.04.2017 12.10.2018
4 Dr. Kirtikumar Sheth Non-Executive Independent Director 02.05.2017 31.08.2018
5 Ms. Shashikala Pandey Non-Executive Independent Director 02.05.2017 06.06.2019
6 Mr. Mithilaish Dubey Non-Executive Non-Independent Director 12.10.2018 --
7 Mr. Niranjansingh Rajput Non-Executive Independent Director 06.06.2019 --
8 Mr. Shatrujeet Pandey Chief Executive Officer (KMP) 02.05.2017 --
9 Ms. Mimiksha Desai Chief Financial Officer (KMP) 14.03.2017 --
10 Mr. Hardik Jetani Company Secretary & Compliance Officer (KMP) 31.08.2018 30.05.2019
11 Ms. Swati Jain Company Secretary & Compliance Officer (KMP) 21.06.2019 --

The Board of Directors of the Company has an optimum combination of Executive, Non-executive and Independent Directors during the year under review except in part of the year due to resignation of Dr. Kirtikumar Sheth w.e.f. 31st August, 2018. Consequently, the strength of Independent Directors reduced below the minimum requirement and resulted into improper composition of Audit Committee and Nomination & Remuneration Committee of the Board as prescribed under the Act. However, as on date of this Report, the strength of Independent Directors has been fulfilled.

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, offers himself for re-appointment. The Board recommended his re-appointment.

During the period under review, Mr. Hemant Upadhyay, Mr. Sanjay Dubey and, Dr. Kirtikumar Sheth were resigned. Ms Shashikala Pandey has resigned subsequent to the period under review but prior to the date of Report.

Further, Mr. Mithilaish Dubey and Mr. Niranjansingh Rajput were appointed by the Board of Directors as Additional Directors on the Board of the Company, who shall hold office till the conclusion of the ensuing Annual General Meeting. The Company has received Notices proposing their candidature for appointment as Directors of the Company.

As per the requirement of section 134(3)(d) of the Companies Act, 2013, the Company is required to attach the statement on Declaration given by the Independent Directors under Section 149(6) with the Report. Your Company has received the said Declaration from all the Independent Directors.

21. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, there were 9 (Nine) Board Meetings held i.e. May 30, 2018, August 13, 2018, August 31, 2018, October 12, 2018, November 3, 2018, November 27, 2018, December 27, 2018, March 11, 2019 and March 29, 2019.

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

22. COMMITTEES OF THE BOARD

As on 31st March, 2019 the Company has three Statutory Committees, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

Constitute of Committees are as under:

A. Audit Committee:

Constitution of Audit Committee:

Name Designation/ Position in the Committee
Ms. Shashikala Pandey Non- Executive Independent Director, Chairperson
Dr. Kirtikumar Sheth* Non- Executive Independent Director, Member
Mr. Pankaj Kumar Dubey Whole-time Director, Member
Mr. Mithilaish Dubey** Non- Executive Non-Independent Director, Member

* Dr. Kirtikumar Sheth was resigned w.e.f. 31st August, 2018.

** Mr. Mithilaish Dubey was appointed as Member w.e.f 12th October, 2018.

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.

• 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 Committee:

Constitution of Nomination and Remuneration Committee:

Name Designation/ Position in the Committee
Ms. Shashikala Pandey Non- Executive Independent Director, Chairperson
Dr. Kirtikumar Sheth* Non- Executive Independent Director, Member
Mr. Sanjay Dubey* Non- Executive Director, Member
Mr. Mithilaish Dubey** Non- Executive Non-Independent Director, Member

*Dr. Kirtikumar Sheth and Mr. Sanjay Dubey was resigned w.e.f. 31st August, 2018 and 12th October, 2018, respectively.

** Mr. Mithilaish Dubey was appointed as Member w.e.f 12th October, 2018.

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:

• 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;

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• 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:

Constitution of Stakeholders Relationship Committee:

Name Designation/ Position in the Committee
Ms. Shashikala Pandey Non- Executive Independent Director, Chairperson
Dr. Kirtikumar Sheth* Non- Executive Independent Director, Member
Mr. Sanjay Dubey* Non- Executive Director, Member
Mr. Mithilaish Dubey** Non- Executive Non-Independent Director, Member
Mr. Pankaj Kumar Dubey Whole-time Director, Member

*Dr. Kirtikumar Sheth and Mr. Sanjay Dubey was resigned w.e.f. 31st August, 2018 and 12th October, 2018, respectively.

** Mr. Mithilaish Dubey was appointed as Member w.e.f 12th October, 2018.

23. 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.

24. COST AUDIT APPLICABILITY

Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the Company.

25. 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.

26. 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.

27. 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.

28. DIRECTORS RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the year ended March 31, 2019, 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, 2019, 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.

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

There were no loans, guarantees or investments made by your Company under the provisions of Section 186 of the Companies Act, 2013 during the period under review. However in past, 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.

30. 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.

31. INSURANCE

All the properties and insurable interests of the Company to the extant required adequately insured.

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

There was no case filed during the year under the sexual harassment of women at workplace (Prevention, Prohibition & Redresser) Act, 2013. Further, the 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.

33. 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.

34. 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.

35. VIGIL MACHANISM/ WHISTLE BLOWER

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The web link for the policy is www.transwind.in.

36. SIGNIFICANT AND MATERIAL 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.

37. 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 the 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 Not Applicble
(ii) the steps taken by the Company for utilizing alternate sources of energy
(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 under review.
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 The Foreign Exchange outgo during the year in terms of actual outflows. During the year under review, the Company did not earn any foreign exchange inflows and there was no foreign exchange outflow.

38. GENERAL SHAREHOLDERS INFORMATION

Annual General Meeting:

Date & Time : Monday, 30th September, 2019 at 04.00 PM.
Venue : 74- Newyork Tower- A, Opp. Jain Derasar, S. G. Highway, Thaltej, Ahmedabad- 380054, Gujarat, India
Book Closure : Monday, 23rd September, 2019 to Monday, 30th September, 2019 (both days inclusive)

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 is regular in payment of listing fees.

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.

39. 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.

Date : 04/09/2019 By Order of Board,
Place : Ahmedabad For Transwind Infrastructures Limited
Sd/- Sd/-
PANKAJ KUMAR DUBEY MITHILAISH DUBEY
(Whole-time Director) (Director)
DIN: 07787184 DIN: 00821704