TRANWAY TECHNOLOGIES LIMITED
To the Members,
Your directors are pleased to present the 9th Board's Report of your Company, along with Audited
Financial Statements for the year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS (STANDALONE & CONSOLIDATED)
The Company's Standalone Financial Performance for the year under review along with the previous year's figures given under:
Amount in Lakhs
2. DIVIDEND:
No dividend was declared for the financial year ended 31st March 2024 by the Board of Directors.
3. STATE OF COMPANY' FINANCIAL AFFAIRS:
During the year under review, the company has recorded total revenue of Rs. 376.98 Lakhs as compared to the previous year amount of Rs. 605.78 Lakhs. The Expenditure incurred including Depreciation during the year was Rs. 370.61 Lakhs as compared to the previous year amount of Rs. 572.13 Lakhs. The Company is looking forward to increase its numbers in the coming financial year with the support of all the Stakeholders of the Company.
4. TRANSFER TO RESERVES:
The company has not transferred any amount to any specific reserve fund during the financial year under review.
5. INSURANCE:
Your Company has not taken any Insurance on its Assets.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR TILL THE DATE THE REPORT:
No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year and the date of this report.
7. SHARES AND SHARE CAPITAL
During the year under review, the Company has not issued any new shares; therefore there was no change in the Authorized, Issued and Paid-Up share capital of the Company.
OTHER DISCLOSURES AND INFORMATION THAT THE COMPANY:
• Has not allotted any shares with differential voting rights during the year, hence there is nothing to disclose under provisions of section 43 of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.
• Has not allotted any sweat equity shares during the year, in accordance with the provision of section 54(1)(d) of Companies Act, 2013 read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014.
• Has not allotted stock option to any employee during the year, as per Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014.
• The company has not given any loan pursuant to provisions of section 67 of the act to its employees for purchase of its own shares hence there is nothing to disclose under provisions of section 67(3) of the Act read with 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.
8. CHANGE IN NATURE OF BUSINESS
There was no change in nature of Business of the Company during the year under review.
9. DEMATERIALISATION OF EQUITY SHARES:
Equity Share of the Company is in Dematerialized Form with either of the depository's viz. NSDL and CDSL. The ISIN No. allotted is INEOBIW01023.
10. FOREIGN CURRENCY EARNINGS AND OUTGO:
The company has not made any foreign currency transactions during the year.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The operations of the company are not energy intensive. Company takes various measures to reduce energy consumption by using energy efficient computer systems and procuring energy efficient computer systems and procuring energy equipment. As ongoing process company continuously adopts new technologies and techniques to make infrastructure more energy efficient.
12. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 is not applicable to the Company.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 185 & 186 OF THE COMPANIES ACT, 2013:
The Company has not given any loan u/s 185 of the Companies Act, 2013. However, there were loans, and investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and the details of which are given in Notes No.28 of the Financial Statements.
14. DISCLOSURES BY DIRECTORS
The Directors on the Board have submitted notice of interest under Section 184(1) i.e., in Form MBP-1, intimation under Section 164(2) i.e., in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.
15. DIRECTORS / KEY MANAGERIAL PERSONNEL:
There was no Change in the Directors/Key Managerial Personnel during the period under review, and the Composition of Board of Directors as on 31st March, 2024 is as follows;
16. MEETINGS OF THE BOARD:
During the period under review, total of 6 Board meetings were held. The maximum time-gap between any two consecutive meetings did not exceed 120 days. The details of the Board meetings are:
17. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
Regulation 25 of the Listing Regulations and Section 149 read with Schedule IV of Companies Act, 2013 mandates that the Independent Directors of the Company shall hold at least one meeting in a year, without the presence of Non-Independent Directors and members of the management and requires all the Independent Directors to be present at such meeting.
Your company recognizes the role that Independent Directors play in ensuring an efficient and transparent work environment, hence all the Independent directors of the company separately met once during the year FY 2023-24 without the presence of any Non-Independent Directors and/or any members of the management on March 28th 2024 and discussed about the flow of Information to the Board, Compliances, and various other Board Related matters and identify areas where they need clarity or information from management and to annually review the performance of Non- Independent Directors, the Board as whole and the Chairman.
The Independent Directors update the Audit Committee and the Board about the outcome of the meetings and actions, if any, required to be taken by the Company.
18. NUMBER OF MEETINGS OF THE SHAREHOLDERS:
19. AUDIT COMMITTEE:
The Committee comprises of three Directors viz. Mr. Nagaraj Susurla Ramasubbarao (Chairman of the committee), Mr. Anand G Patil and Mrs. Kalavathy Bylappa. The Committee fulfils the composition requirement as specified under the provisions of the Companies Act, 2013 and Listing Regulations.
The key responsibilities of the Audit Committee are to assist the Board in fulfilling its oversight responsibilities in relation to financial reporting, the effectiveness of the system of risk management and robustness of internal financial controls and risk management framework and monitoring the qualifications, expertise, resources and independence of both the internal and external auditors and assessing the auditor's performance and effectiveness each year.
During the year under review, 4(Four) meetings of the Audit Committee were held on 30th May 2023, 8th September 2023, 14th November 2023, 20th January 2024 and 28th March 2024.
Review of Financial Results for FY 2023-24: The Committee reviewed the Standalone & Consolidated Financial Statements for FY 2023-24 and based on this review and discussions with management, the Committee was satisfied that the Financial Statements were prepared in accordance with applicable Accounting Standards and fairly presents the financial position and results for the year ended March 31st, 2024. The Committee therefore recommended the Financial Statements for the year ended March 31st, 2024 for approval of the Board.
The Company Secretary of the Company is the Secretary of the Committee.
All the recommendations of the Audit Committee made during the year were accepted by the Board.
20. STAKEHOLDER RELATIONSHIP COMMITTEE:
The Committee comprises of three Directors viz. Mr. Chekodu Venkataraja (Chairman of the committee), Mr. Anand G Patil and Mr. Nagaraj Susurla Ramasubbarao. All the Members of the Committee are Independent Directors. The Committee fulfils the composition requirement as specified under the provisions of the Companies Act, 2013 and Listing Regulations.
The Company recognizes the worth of sustaining an ongoing relation with the Company's stakeholders to ensure a mutual understanding of the Company's strategy, performance and governance. The Stakeholder Relationship Committee (SRC) assists the Company and its Board in maintaining strong and long-term relationships with all its shareholders. The SRC mainly oversees and reviews the timely redressal of the entire Security holder's grievance; ways to enhance shareholder experience; performance of Registrar & Transfer Agent; shareholding movement etc.
During the year under review, one (1) meeting of the Nomination and Remuneration Committee were held on 28th March 2024.
All the recommendations of the Committee were accepted by the Board.
21. INVESTOR COMPLAINTS
Company's Registrar & Transfer Agent, BgSE Financials Limited entertains and resolves investor grievances in consultation with the Compliance Officer. All grievances can be addressed either to RTA or to the Company directly. An update on the status of complaints is quarterly reported to the Board and is also filed with stock exchanges.
Company has not received any complaints during the Financial Year 2023-24
22. NOMINATION AND REMUNERATION COMMITTEE:
The Committee comprises of three Directors viz. Mr. Anand G Patil, Mr. Nagaraj Susurla Ramasubbarao, Mr. Chekodu Venkataraja All the Members of the Committee are Independent Directors. The Committee fulfils the composition requirement as specified under the provisions of the Companies Act, 2013 and Listing Regulations.
The NRC is responsible for making recommendations to the Board on the structure, size and composition of the Board, ensuring that the appropriate mix of skills, experience, diversity and independence is present on the Board for it to function effectively. The Committee also carries out the entire process of Board Evaluation.
When setting remuneration for the Executive Directors, the Committee takes into account the overall business performance of the company operations and The Committee is also focused on aligning the interests of the Executive Directors and the management group with those of shareholders, to build a sustainable performance culture.
23. PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES:
None of the employee has received remuneration exceeding the limit as stated in Rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014. Disclosures pertaining to the remuneration as required u/s 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are given as Annexure B forming part of this Report.
24. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND-AS)
As per provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No.G.S.R.111 (E) on 16th Feb., 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirement of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is listed on BSE Start-up Segment SME Platform of BSE Limited, it is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with the period on or after 1st April 2017.
25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company has one direct subsidiary. In accordance with Section 129 (3) of the Act, a separate statement containing salient features of the financial statement of the subsidiaries of the Company in Form AOC-1 is given in Annexure C. and your Company does not have any Associate or Joint Venture during the year under review.
26. DEPOSITS:
The Company has neither accepted nor renewed any deposits during the year under review.
27. AUDITORS:
Your company has appointed M/s. Luharuka & Co., Chartered Accountants (FRN 328700E), Kolkata on 25/12/2020, as the Statutory Auditors to hold the office until the conclusion of the 10th ensuing Annual General Meeting (AGM) of the company.
The Company has received a certificate of eligibility from the statutory auditors in accordance with the provisions of Section 141 of the Act. There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.
28. INTERNAL FINANCIAL CONTROLS
Your Company has appointed Ms. CS Anitha R as its Internal Auditor. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.
29. SECRETARIAL AUDIT REPORT:
For previous Financial Year 2023-24 Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company had appointed CS Puja Pujari, Practicing Company Secretary to undertake the Secretarial Audit of the Company.
The Secretarial Audit report for the FY 2023-24 of the Company has been annexed with the Board's Report as Annexure D.
30. OBSERVATIONS AND REMARKS OF AUDITOR:
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. No observation or remark has been given by the Auditor during the period under review.
31. FRAUD REPORTING BY THE AUDITORS:
During the year under review, neither the statutory auditors nor the Secretarial Auditors has reported to the audit committee u/s 143(12) of the Companies Act, 2013 any fraud committed against the Company by any of its officers, employees.
32. CORPORATE GOVERNANCE:
As your company has been listed on BSE Start-up Segment SME Platform of BSE Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.
33. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of the board, its committees and individual directors pursuant to the provisions of the Act and as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘SEBI Listing Regulations').
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The performance of the committees was evaluated by the board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION OF, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a Sexual harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary, trainees) are covered under this policy.
The Company has a duly constituted Complaints Committee for redressal of sexual harassment complaint (made by the victim) and for ensuring time bound treatment of such complaints. The Complaints Committee will comprise of the following members:
1. Ms. Vaishali Panchal Whistle Officer External Member
2. Ms. Kalavathy Bylappa Director and Chairman/Preceding officer of Committee Level 3 Escalation
3. Ms. Anitha R Company Secretary and Compliance officer Level 2 Escalation
4. Ms. Babita Anand HR Admin- Level 1 Escalation.
During the year under review, 4(Four) meetings of the Committee were held 10th April 2023, 26th July 2023, 20th November 2023 and 25th March 2024 and No complaints for sexual harassment were received during the year under review.
35. HUMAN RESOURCES AND EMPLOYEE RELATIONS
During the period under review, the personal and work relationship with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance. The Board wishes to place on record their sincere appreciation to the co-operation extended by all the employees in maintaining cordial relations.
36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATION OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY"S OPERATION IN FUTURE:
There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.
37. COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.
39. POLICIES:
The Companies Act 2013 along with the SEBI (LODR) Regulation, 2015 and mandate to formulation of certain policies for all listed Companies. Accordingly, the Company has formulated the Policies for the same as the Company believed to retain and Courage high level of ethical standard in business transaction.
A. VIGIL MECHANISM/ WHISTLE BLOWER POLICY :
The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing
Regulations framed "Whistle Blower Policy and Vigil Mechanism" ("the Policy").
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.
The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders, including Directors, individual employees of the Company and their representative bodies, to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievance as also to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy.
The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company's website at the link. www.tranwayinc.com.
B. POLICY ON PRESERVATION OF THE DOCUMENTS:
The Company has formulated a Policy pursuant to regulation 9 of the Securities Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Document ensure safekeeping of the record and safeguard the Documents from getting mutilated or destroyed, while at the same time avoiding superfluous inventory of Documents.
Policy on Preservation on the documents may be accessed on the Company's website at the link www.tranwayinc.com
C. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:
The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations,2015 ("Regulations"). The object of the policy is to determine materiality of events of information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulation and to provide an overall governance framework for such determine of materiality.
Policy on criteria for determining materiality of events may be accessed on the Company's website at the link: www.tranwayinc.com
40. INSIDER TRADING REGULATIONS:
Based on the requirement under SEBI (Prohibition of Insider Trading) Regulation, 1992 read with SEBI (Prohibition of Insider Trading) Regulation, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Fair Disclosure ("Code"), as approved by the Board from time, are in force by the Company. The objective of this Code is to Price the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any Insider Trading activity by dealing in shares of the Company by its Directors, designated employees and other employees and other employees. The Company also adopts the concept of Trading window closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Tranway Technologies Limited at the time when there is unpublished price sensitive information.
Policy on criteria for Insider Trading Regulations may be accessed on the Company's website at the link: www.tranwayinc.com.
41. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
There are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel(s) (KMP(s)). All related party transactions are mentioned in the notes to the accounts. The Company has formulated a Policy on "Materiality of Related Party Transactions" and on "the process of dealing with such transactions", which are in line with the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI LODR Regulations, 2015. The same is also available on the company website.
During the year under review, there were no material related party transactions under Regulation 23 (4) of SEBI LODR Regulations, 2015 entered into by the Company, which necessitates approval of Shareholders.
42. RISK MANAGEMENT:
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. These procedures are being periodically reviewed to ensure that management controls risk through the means of properly defined framework of the Company.
43. CODE OF CONDUCT:
The Company has adopted the Code of Conduct for all its Senior Management Personnel and Directors and the same is affirmed by all the Board Members and Senior Management Personnel.
44. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Management's discussion and analysis report is annexed in "ANNEXURE-E".
45. CEO/CFO CERTIFICATION:
In compliance with Regulation 17(8) of the Listing Regulations, the CEO/CFO certification on the financial statements, duly signed by the CFO of the Company, for the year ended March 31, 2024 is enclosed at the end of the Report. The Company has adopted a back-up certification system by Business & Functional Heads for compliance with respect to their concerned areas in order to imbibe a compliance & ethical culture in the organization.
46. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) The directors have 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 at the end of the financial year and of the profit and loss of the company for that period;
(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, have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
47. ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act, 2013, the Annual Return of the company is provided on the website of the company at www.tranwayinc.com.
48. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the provision of section 125(2) of Companies Act, 2013 does not apply to your company; hence the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.
49 . ACKNOWLEDGEMENTS:
Your director's place on record their appreciation for their overwhelming co-operation and assistance received from investors, customers, business associates, banker, vendors, as well as regulatory and governmental authorities, Your Directors also thank the employee at all levels, our consistent growth was made possible by their hard work, solidarity, cooperation and support.