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 COMPANY'S 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 year's revenue of Rs 1979.14lakh. The total expenses of the
Company during the financial year 2022-23is Rs. 2371.17 lakhs against the previous year's
expenses of Rs 1980.17lakh. The company has achieved profit of Rs. 50.16 lakh against the
previous year's profit of Rs 48.54lakh. 

Your Directors are optimistic about the Company's 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 Company's 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 theauditor'sindependenceandperformance,andeffectivenessofauditprocess.
iii. Examinationofthefinancialstatementandauditor'sreportthereon. 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 auditor's report but shall not have the right tovote. xii. The Board's 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 Director'sperformance. 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. theDirectorshavepreparedtheannualaccountsona‘goingconcern'basis;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
onanarm'slengthbasis.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.TheCompany'sPolicy
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 Company's 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 SHAREHOLDER'S 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 Company's 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 Investor's / Shareholder's 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. Xavier's 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 Company's 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