Twinstar Industries Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting their 25th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2019.

Financial Results

The financial results of the Company for the year ended 31st March, 2019 compared to the previous year are summarized below:

(Rs. in lacs.)
Particulars Financial Year 2018-19 Financial Year 2017-18
Profit Before Income Tax 47.000 75.294
Short Provision of Earlier Years -- --
Prior Period Expenses -- 3.917
Less: Current Tax -- 14.441
Less: Deferred Tax -- 16.371
Net Profit after Tax 47.000 40.565

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, 2019.

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 2018-19 and from the end of Financial Year 31st March, 2019 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 2018-19.

Auditors Report

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

Statutory Auditors

Under Section 139 of the Companies Act 2013 and rules made thereunder, the Members of the 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 hold the office from the conclusion of the 23rd Annual General Meeting of the Company till the conclusion of 28th Annual General Meeting subject to the ratification by the members at every Annual General Meeting.

However Ministry of Corporate Affairs vide its notification dated 7th May 2018 has done away with the requirement of the ratification of the appointment of Statutory Auditors and hence M/s Gupta Raj & Co. (FRN: 001687N) shall act as Statutory Auditors till the AGM to 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 the provisions of Section 143 of the Companies Act 2013 and the rules made thereunder.

Share Capital

During the F.Y. 2018-2019, 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 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

Mr. Dinesh Chand Sharma (DIN: 02460345) was appointed as Non-Executive Independent Director on the Board with effect from 28th September, 2018.

Mr. Anand Tippaya Ampepagolu (DIN: 07376282) was appointed as Additional Non-Executive Independent Director on the Board with effect from 30th March, 2019.

Mrs. Anita Kiran Rawat (DIN: 08490523) was appointed as Additional Non-Executive Independent Director on the Board with effect from 22nd May, 2019

Resignation

Mr. Kailash Mehta (DIN: 01741399) and Mrs. Kala Mehta (DIN: 00308065) have resigned from the Board with effect from 21st May, 2019 and Mrs. Kala Mehta (DIN: 00308065) respectively due to their pre-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 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. Anand Ampepagolu, 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 5 (five) Times. The details of the number of meetings of the Board held during the Financial Year 2018-19 along with attendance of directors, forms a part of the Corporate Governance Report.

Audit Committee

The composition of the Audit Committee and the number of Audit Committee meetings held during the Financial Year 2018-19 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, 2019, 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. 2018-19.

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. The Company has appointed Chief Financial Officer (KMP) with effect from 23rd April, 2019.

b. The Company has complied Regulations 17 (1) of the SEBI (LODR), 2015 in respect of Composition of Board of Directors at its Board Meeting held on 21st May, 2019, and also complied with Regulation 18 (1) of the Listing Regulations, 2015 during the period 1st January, 2019 to 31st March, 2019.

c. The Company has complied with the relevant provisions in respect of Listing Regulations in respect of company website.

d. The Company has complied with the relevant provisions for Newspaper Notice for approval of Financial results and Newspaper Notice for AGM during the period 2019-20.

e. 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, 2019, the Board of Directors states:

1. That in preparation of the annual accounts for the year ended 31st March, 2019, 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, 2019 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 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 5.67:1 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 NA
3. The percentage increase in the median remuneration of employees in the financial year NA
4. The number of permanent employees on the rolls of company 5
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 NIL
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

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: 14th August, 2019
Place: Mumbai