To, The Members of
TRANSWIND INFRASTRUCTURES LIMITED
Your Directors have pleasure in presenting the 26th(Twenty Sixth) Annual Report along with the Audited Statement of Accounts and Auditors Report for the year ended 31st March, 2023.
1. FINANCIALHIGHLIGHTS
The following are the financial results of the Company for the year ended 31st March, 2023:
Particulars |
2022-23 | 2021-22 |
Revenue from Operations |
2417.00 | 1979.14 |
Other Income |
21.66 | 55.14 |
Less: Expenses |
2371.17 | 1980.17 |
Profit Before Tax |
67.49 | 54.10 |
Less: Tax Expenses |
17.33 | 5.56 |
Profit For the year |
50.16 | 48.54 |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS
The Key highlights pertaining to the business of the Company for the year 2022-23 have been given hereunder:
The total revenue from operation of the Company during the financial year 2022-23is Rs. 2417lakhs against the previous years revenue of Rs 1979.14lakh. The total expenses of the Company during the financial year 2022-23is Rs. 2371.17 lakhs against the previous years expenses of Rs 1980.17lakh. The company has achieved profit of Rs. 50.16 lakh against the previous years profit of Rs 48.54lakh.
Your Directors are optimistic about the Companys business and hopeful of better 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. RESERVES
The Company does not propose to transfer any amount to General Reserves.
5. CHANGE IN NATURE OF BUSINESS, IFANY
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 CompaniesAct,2013readwithCompanies(AcceptanceofDeposits)Rules,2014asamendedfromtimetotime, during the year under review and therefore details mentioned in Rule 8(5)(v) &(vi) of Companies (Accounts) Rules, 2014relatingtodeposits,coveredunderChapterVoftheActisnotrequiredtobegiven.
7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATECOMPANY
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.
8. SHARECAPITAL
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.
9. 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.
10.MANAGEMENT DISCUSSIONS &ANALYSISREPORT
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.
19. WEB ADDRESS OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31st March, 2023 is available on the Companys website www.transwind.in.
11.PARTICULARS OFEMPLOYEES
PursuanttoSection197(12)oftheCompaniesAct,2013readwithRule5(1)oftheCompanies(Appointmentand Remuneration of Managerial Personnel) Rules, 2014, a statement containing such details is enclosed as Annexure- B forming part of this report.
12.STATUTORYAUDITORS
M/s. Gattani & Associates (Firm Registration No.: 103097W), Statutory Auditors of the Company has submitted the Audit Report for the financial year 2022-23. The remarks of Auditors are self explanatory and have been explained in Notes on Accounts.
13.SECRETARIALAUDITORS
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. SCS AND CO. LLP toundertaketheSecretarialAuditoftheCompany.TheReportoftheSecretarialAuditorisannexed herewith as Annexure-C forming part of thisreport.
14.DISCLOSURE OF ACCOUNTINGTREATMENT:
In the preparation of the financial statements, the Company has followed the Accounting Standards referred to inSection133oftheCompaniesAct,2013.ThesignificantaccountingpolicieswhichareconsistentlyappliedaresetoutintheNotes to the FinancialStatements.
15.CORPORATEGOVERNANCE
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.
16.CORPORATE SOCIALRESPONSIBILITY
As per the provisions of Section 135 of the Companies Act, 2013, constitution of Corporate Social Responsibility(CSR)CommitteeandmattersrelatingtoitisnotapplicabletoCompany.Hence,thereisnoinformationregarding the same.
17.BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNEL
The details of Board of Directors and Key Managerial Personnel of the Company for the Financial Year 2022-23 and as on date of this Report are as follows:
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. Niranjansingh Rajput |
Whole-time Director | 06.06.2019 | -- |
3 Mr. Mithilaish Dubey |
Non-Executive Director | 12.10.2018 | -- |
4 Ms. Avni Chauhan |
Non-Executive Independent Director | 12.06.2020 | -- |
5 Mr. Audhesh Pandey |
Non-Executive Independent Director | 14.11.2022 | -- |
6 Mr. Ajay Kumar Singh |
Chief Financial Officer(KMP) | 11.11.2020 | -- |
7 Ms. Kanchan Goyal |
Company Secretary & Compliance Officer (KMP) | 12.02.2022 | 14.10.2022 |
8 Ms. Seema Manish Luniya |
Company Secretary & Compliance Officer (KMP) | 14.10.2022 | -- |
In accordance with the provisions of the Companies Act, 2013 and the Article of Associations of the Company, Mr. Mithilaish Dubey retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommended his re-appointment.
As per the requirement of section 134(3)(d) of the Companies Act, 2013, We state that the Independent directors meet the criteria of Independence under section 149(6) of the Companies Act, 2013.YourCompany has received the said Declaration from all the Independent Directors.
18.MEETINGS OF THE BOARD OFDIRECTORS
During the year under review, there were 9 (Nine)Board Meetings held i.e. 30th May 2022, 5th July 2022, 25th August 2022, 14th October 2022, 14th November 2022, 6th December 2022, 15th December 2022, 20th February 2023, 25th February 2023
The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and the Secretarial Standard-I and MCA Circulars. The prescribed quorum was presented for all the Meetings.
19.COMMITTEES OF THEBOARD
As on 31st March, 2023 the Company has three Statutory Committees, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.Constitute of Committees are asunder:
A. Audit Committee:
Constitution of Audit Committee as on 31.03.2023:
Name |
Designation/ Position in the Committee |
Mr. Audhesh Pandey |
Non- Executive Independent Director, Chairperson |
Mr. Mithilaish Dubey |
Non- Executive Non-Independent Director, Member |
Mr. Pankaj Dubey |
Whole-Time Director, Member |
The Audit Committee met 4 times during the Financial Year 2022-23. The maximum gap between two meetings was not more than 120 daysThe Committee met on 30th May 2022, 25th August 2022, 14th November 2022, 6th December 2022, and 25th February 2023. The necessary quorum was present for all Meetings.
The term of reference of Audit Committee is as below: i. Recommendationforappointment,remunerationandtermsofappointmentofauditorsofthe company. ii. Reviewand monitor theauditorsindependenceandperformance,andeffectivenessofauditprocess. iii. Examinationofthefinancialstatementandauditorsreportthereon. iv. Approvaloranysubsequentmodificationoftransactionsofthecompanywithrelatedparties.
v. Scrutiny of inter-corporate loans andinvestments. vi. Valuationofundertakings orassetsofthecompany,whereveritisnecessary. vii. Evaluationofinternalfinancialcontrolsandriskmanagementsystems. viii. Monitoringtheenduseoffundsraisedthroughpublicoffersandrelatedmatters. ix. The Audit Committee may call for the comments of the auditors about internal control system, the scopeofaudit,includingtheobservationsoftheauditorsandreviewofthefinancialstatementbefore theirsubmissiontotheBoardandmayalsodiscussanyrelatedissuewiththeinternalandstatutory auditors and the management of thecompany. x. 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 obtainprofessionaladvicefromexternalsourcesandhavefullaccesstoinformationcontainedinthe records of thecompany. xi. 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 tovote. xii. The Boards report under sub-section (3) of section 134 shall disclose the composition of Audit CommitteeandwheretheBoardhadnotacceptedanyrecommendationoftheAuditCommittee,the sameshallbedisclosedinsuchreport alongwiththereasonthereof. xiii. The victims/persons who use vigil mechanism can direct access to the chairperson of the Audit Committee in appropriate or exceptionalcases.
B. Nomination and RemunerationCommitteeas on 31.03.2023: Constitution of Nomination and Remuneration Committee:
Name |
Designation/ Position in the Committee |
Mr. Audhesh Pandey |
Non- Executive Independent Director, Chairperson |
Mr. Mithilaish Dubey |
Non- Executive Director, Member |
Ms. Avni Chauhan |
Non-Executive Independent Director, Member |
The Nomination and Remuneration Committee met 2 times during the Financial Year 2022-23. The Committee met on 14th October 2022, 14th November 2022. The necessary quorum was present for all Meetings
The term of reference of Nomination & Remuneration Committee is as below: i. 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 Directorsperformance. ii. 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 otheremployees. iii. TheNominationandRemunerationCommitteeshall,whileformulatingthepolicyensurethat: o the level and composition of remuneration is reasonable and sufficient to attract, retain and motivateDirectorsofthequalityrequiredtoruntheCompanysuccessfully; o Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;and o Remuneration to Directors, Key Managerial Personnel and senior management involves a balancebetweenfixedandincentivepayreflectingshortandlong-termperformanceobjectives appropriatetotheworkingofthecompanyanditsgoals: iv. Regularly review the Human Resource function of theCompany. v. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee bytheBoardfromtimetotime. vi. MakereportstotheBoardasappropriate.
vii. Reviewandreassesstheadequacyofthischarterperiodicallyandrecommendanyproposedchanges totheBoardforapprovalfromtimetotime. viii. Anyotherworkandpolicyrelatedandincidentaltotheobjectivesofthecommitteeasperprovisions oftheActandrulesmadethereunder.
C. Stakeholders Relationship Committeeas on 31.03.2023:
Constitution of Stakeholders Relationship Committee:
Name |
Designation/ Position in the Committee |
Mr. Mithilaish Dubey |
Non- Executive Non-Independent Director, Chairperson |
Mr. Pankaj Kumar Dubey |
Whole-time Director, Member |
Mr. Niranjansingh Rajput |
Whole-time Director, Member |
The Company had not received any complaints during the year and thus, there is no complaint pending as on date. There was no valid request for transfer of shares pending as on 31st March, 2023. Ms. Seema Manish Luniya, Company Secretary is the Compliance Officer for the above purpose
20.SECRETARIALSTANDARDS
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.
21.COST AUDITAPPLICABILITY
Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the Company.
22.FORMAL ANNUALEVALUATION
Pursuant to the provision of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluationitsownperformance,performanceofindividualdirectors,BoardCommittees,includingtheChairmanof the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and RemunerationCommitteeoftheCompany.TheevaluationoftheworkingoftheBoard,itscommittees,experience and expertise, performance of specific duties and obligation etc. were carried out. The Directors expressed their satisfaction with the evaluation process andoutcome.
23.DETAILS OF ADEQUACY OF INTERNAL FINANCIALCONTROLS
TheCompanyiswellequippedwithadequateinternalfinancialcontrols.TheCompanyhasacontinuousmonitoring mechanismwhichenablestheorganizationtomaintainthesamestandardsofthecontrolsystemsandhelpthem in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by theCompany.
24.INSTANCES OF FRAUD, IF ANY REPORTED BY THEAUDITORS
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.
25.DIRECTORS RESPONSIBILITYSTATEMENT
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, 2023, the applicable accounting standards have been followed along with proper explanation relating to materialdepartures;
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 theCompanyasatMarch31,2023,andoftheprofitoftheCompanyforthatyear;
c. theDirectorshavetakenproperandsufficientcareforthemaintenanceofadequateaccountingrecordsin accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. theDirectorshavepreparedtheannualaccountsonagoingconcernbasis;and e. theDirectorshadlaiddowninternalfinancialcontrolstobefollowedbytheCompanyandthatsuchinternalfinancial controls are adequate and were operatingeffectively.
f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws andthatsuchsystemswereadequateandoperatingeffectively.
26.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THEACT
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 the details related to Loan/Guarantee or investment for earlier period is given in the note of Financial Statements.
27.RELATED PARTYTRANSACTION
Related party transactions that are entered during the financial year were in the ordinary course of Business and onanarmslengthbasis.TheCompanyhadnotenteredintoanycontract/arrangement/transactionswithrelated partieswhichcouldbeconsideredmaterial.Hence,theCompanyisnotrequiredtoattachFormAOC-2pursuant to section 134 (3) (h) of the Companies act, 2013 read with rule 8(2) of the Companies (Accounts) Rules,2014.
28.INSURANCE
All the properties and insurable interests of the Company to the extant required adequately insured.
29.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 atmospherefor every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.
30.RISKS MANAGEMENTPOLICY
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.
31.ENVIRONMENT ANDSAFETY
TheCompanyisconsciousoftheimportanceofenvironmentallycleanandsafeoperations.TheCompanysPolicy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of naturalresources.
32.VIGIL MACHANISM/ WHISTLEBLOWER
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. ThePolicyprovidesforadequatesafeguardsagainstvictimizationofemployees 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 iswww.transwind.in.
33.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
TherehasbeennosignificantandmaterialorderpassedbyanyRegulatorsorCourtsorTribunals,impacting the going concern status of the Company and its future operations.
34.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 stipulatedunderSection134oftheCompaniesAct,2013readwiththeCompanies(Accounts)Rules,2014during theyearareasstatedbelow:
(A) Conservation of Energy |
|
(i) thestepstakenorimpactonconservationofenergy |
Not Applicable |
(ii) the steps taken by the Company for utilizing alternate sources ofenergy |
|
(iii) the capital investment on energy conservation equipment |
|
(B) Technology Absorption |
|
(i) the efforts made towards technologyabsorption |
|
(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 reckonedfrom the beginning of the financialyear) |
The Company has not imported any |
a) the details of technologyimported; |
technology during the |
b) the year of import; |
year under review. |
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 |
During the year under |
The Foreign Exchange earned in terms of actual inflows during the year and |
review, the Company did not |
The Foreign Exchange outgo during the year in terms of actual outflows. |
earn any foreign exchange inflows and there was no foreign exchange outflow. |
35.GENERAL SHAREHOLDERS INFORMATION
Annual general Meeting:
26th Annual General Meeting of the Members of the Company will be held on Tuesday, the 26th September, 2023 at 01.00 P.M.at Hotel Kells, New York Tower A Sarkhej - Gandhinagar Highway, Thaltej, Ahmedabad, Gujarat 380054.
Book Closure:
The Register of members and Share Transfer Books of the Company will remain closed from Wednesday 20th September 2023, to Tuesday 26th September, 2023 (both days inclusive),
Listing on Stock Exchange:
The Companys shares are listed on National Stock Exchange of India on NSE SME Emerge platform w.e.f July 12, 2017 NSE Exchange Plaza, Bandra Kurla complex,(E),Mumbai-400051.
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 Link Intime India Pvt. Ltd., 506-508, Amarnath Business Centre-1(ABC-1), Besides Gala Business Centre, Near St. Xaviers College Corner, Off C G Road, Ellisbridge, Ahmedabad - 380006 Email id: ahmedabad@linkintime.co.in. However, shareholders holding shares in the electronic mode should address all correspondence to their respective Depository Participants.
36.ACKNOWLEDGEMENT
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: 21.08.2023 |
By order of the Board, | |
Place: Ahmedabad |
For Transwind Infrastructures Limited |
|
Registered Office: |
||
74, NewyorkTower-A, |
Sd/- | Sd/- |
Opp. Jain Derasar, S.G.Highway |
Pankaj Kumar Dubey | Mr. Niranjansingh Rajput |
Thaltej, Ahmedabad-380054 |
Whole-Time Director | Whole-Time Director |
Email: cs@transwind.in |
(DIN : 07787184) | (DIN : 06612006) |
Contact: 079-26854899 |
||
Web: www.transwind.in |
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