Twinstar Industries Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting their 27th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2021.

Financial Results

The financial results of the Company for the year ended 31st March, 2021 compared to the previous year are summarized below:

(Rs. in lacs.)

Particulars Financial Year 2019-20 Financial Year 2019-20
Profit Before Income Tax (301.40) (111.68)
Short Provision of Earlier Years -- --
Prior Period Expenses -- --
Less: Current Tax -- --
Less: Deferred Tax -- --
Net Profit after Tax (338.40) (115.03)

Performance and Future Prospects

Twinstar Industries Limited, the company has been involved into IT businesses since its inception, At Twinstar our constant endeavor is to grow. The company is involved in projects with Central Government, State Government and also with Banks. The company expects good growth from the projects. With a wider objective and trying to cater to a wider audience the company is also looking into various fields of work with the Government of India and a few other companies as well. With the recent changing and constant increasing competition, the company plans to take the challenge to them and perform better than its peers. With the new Mantra of "Inspire" the company would look into projects 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 March, 2021.

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 and Protection Fund.

Material Changes & Commitments

There are no material changes & commitments affecting the financial position of the Company during the Financial Year 2020-21 and from the end of Financial Year 31st March, 2021 till the date of this report.

Internal Financial Control

The Company has effective internal financial control and risk mitigation system which are constantly assessed and strengthened. The Internal Auditors periodically reviews the effectiveness of the Internal Financial control. Further, same is reviewed by the Audit committee 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 or Subsidiary Company.

Deposits

The Company has not accepted any deposits under the provisions of section 73 of the Companies Act 2013 during the any of the previous Financial Years as well as Financial Year 2020-21.

Auditors Report

Sr No Key Audit Matter Auditors Response Explanation by Board of Directors
1 Verification and valuation of Inventory Due to Global Covid pandemic of 2019 there was no operation in the company leading to no moment of inventory. Also the inventory was not physically verified during the year. The management has made provision of 50% of inventory to account for pilferage loss. And have Discussed with management to physically verify the inventory and write off the loss in inventory due to pilferage. The management to physically verify the inventory and write off the loss in inventory due to pilferage.
2 Old balances of Debtors and creditors. There are certain debtors and creditors without any moment during the year. Though confirmation has been obtained from some the amount should be realised from debtors and paid to creditors. Discuss with management to take adequate steps to realise the debtors and pay the creditors. The Company shall take adequate steps to realise the debtors and pay the creditors.
3 Unbilled receivable The company has sent notice to UP Government for work order no 3674 for issuing "Mukhyamantri kisan and Sarvahit Bima Care Card" on 26.06.2020. The UP government has appointed arbitrator on 15.12.2020 for the same. Discussion with management for expediting the process of Arbitration to recover the claim. The Company expediting the process of Arbitration to recover the claim.

The extract of the Annual Return in Form MGT 9, as required under Section 92 of the Companies 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 & foreign exchange 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 not applicable to the Company.

Directors

A) Changes in Directors and Key Managerial Personnel

Appointments

Ms. Anita Kiran Dev Ravat has been appointed as CFO of the Company wef 18/02/2021 replacing Ms Shruti Mehta

Resignation

Mr. Anand Tippaya Ampepagolu (DIN: 07376282) have resigned as Additional Non-Executive Independent Director with effect from 25th September, 2019.

Retire by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Companys Articles of Association, Mr. Daulat Samirmal Mehta (DIN: 01575366), Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Proposed Appointments

NA

B) Declaration by Independent Directors:

The Company has received necessary declaration from Mr. Dinesh Chand Sharma, Mr. Ashutosh, Mrs. Anita Kiran Rawat Independent Directors under Section 149(7) of the Companies Act 2013 that he meets the criteria for Independence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

C) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013, for the purpose of evaluating the performance of the Board as a whole, a structured questionnaire was prepared covering various aspects of the Boards functioning, composition of the Board and its committee, execution and performance of specific duties, obligations and the same was circulated amongst the Board of Directors for their feedback. The Board of Directors expressed their satisfaction with the evaluation process.

Number of Meetings of Board of Directors

During the year Board duly met 4 (four) Times. The details of the number of meetings of the Board held during the Financial Year 2020-21 along with attendance of directors, forms a part of the Corporate Governance Report.

31st July, 2020, 15th September, 2020, 10th December, 2020, 18th February, 2021.

Audit Committee

The composition of the Audit Committee and the number of Audit Committee meetings held during the Financial Year 2020-21 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. The details form a part of the Corporate Governance Report.

Nomination and Remuneration Committee

The company has policies framed for remuneration and appointment of Directors, Key managerial personnel and senior management of the company. The composition of Committee and 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 any other 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, 2021, forms the part of Notes to accounts.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company has appointed M/s. Mayur More & Associates, a firm of Company Secretaries in Practice (C.P. No 13104) to undertake the Secretarial Audit of the Company for the F.Y. 2020-21.

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

Directors Comments on the Secretarial Audit Report:

a. Promoters are in process of demat of equity shares.

Related Party Transaction

The transactions entered into by the Company with Related Parties are at Arms Length Price and in ordinary course of business. Particulars of transactions entered into with related 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 the Company, together with a certificate from the Companys Statutory Auditors confirming compliances, 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 made there 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 and opportunities. The framework helps in identifying risks, exposure and potential impact analysis 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/Tribunals which 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 The Sexual 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 financial statements for the year ended 31st March, 2021, the Board of Directors states:

1. That in preparation of the annual accounts for the year ended 31st March, 2021, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

2. 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, 2021 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 adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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 Company and that such internal financial controls are adequate and were operating effectively;

6. That they have devised proper systems to ensure compliance with the provisions of all 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 the employees to the operations of the Company.

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

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

Disclosure as per rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) 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

Affirmation

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

Acknowledgements

The Board of Directors of the Company acknowledges the continued support and co-operation extended by the Statutory Authorities, Government Authorities, Bankers, Stock Exchange, 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: 9th November 2021 Place: Mumbai