Directors Report of Twinstar Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors' have pleasure in presenting their 21st Annual Report together with the Audited Statement of Accounts for the year ended March 31st, 2015.

Financial Results

The financial results of the Company for the year ended March 31st, 2015 compared to the previous year are summarized below:

Particulars Financial Year Financial Year 2014-15 2013-14

Gross Profit ( ) Loss (-) After Interest But Before Depreciation & Taxation 1,95,15,152 95,54,167

Depreciation 1,58,09,577 43,34,771

Profit Before Income Tax After Depreciation 37,05,575 52,19,396

Short Provision of Earlier Years — —

Prior Period Expenses — —

Current Tax 7,75,000 10,00,000

Deferred Tax 28,50,987 (17,06,047)

Net Profit after Tax 57,81,562 25,13,349

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. In some recent developments the company has been appointed by UIDAI as an Enrollment Agency (EA). The company has started its operations and is progressing. The company expects good growth from the project. 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.

Dividend & Reserves

The Directors did not recommend any dividend for the Financial Year ended 31st March, 2015.

During the year under review, no transfers were made to any Reserves.

Change in the Nature of Business

There are no changes in the nature of business during the Financial Year 2014 - 2015 and from the end of Financial Year 31st March 2015 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 Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same.

Subsidiary/Joint Ventures

The Company has no subsidiaries or joint ventures with any other entities.

Related Party Transaction

The transactions enter into by the Company are at Arm's Length Price and in ordinary course of business. Deposits

The Company has not accepted any deposits under the provisions of section 73 of the Companies Act 2013 during the Financial Year 2014 - 2015

Auditors' Report

The Statements made by the Auditors in their report are self-explanatory and doesn't require any comments by the Board of Directors.

Statutory Auditor

The Statutory Auditors M/s. N.K. Jalan & Co, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment if made, would be within limits prescribed under Section 139 of the Companies Act, 2013.

Share Capital

A) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the Financial Year 2014 - 2015.

B) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year 2014 - 2015.

C) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year 2014 - 2015.

Extract of Annual Return

The details forming the part of 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 and forms an integral part of this Report.

Conservation of Energy and Technology Absorption

The information relating to conservation of energy and technology absorption by the Companies annexed to the report as "Annexure B".

Foreign Exchange Earning and Outgo

During the year under review there were no earnings in foreign exchange and there was no foreign exchange out go.

Corporate Social Responsibility Initiative

The provision of the Companies Act, 2013 relating to CSR Initiatives are not applicable to the Company. Directors

A) Changes in directors and appointment of Key Managerial Personnel :

During the year under review, the Company appointed Mr. Harsh Daulatmal Mehta(DIN: 01719123) as an Additional Director to hold office until the conclusion of the forthcoming Annual General Meeting. The company seeks shareholder's approval for appointing Mr. Harsh Daulatmal Mehta as an Executive Director of the Company liable to retire by rotation.

During the year under review, Mr. Yogesh Wadhvana (DIN:00266533) and Mr. Rishabh Jain (DIN: 03439137) have resigned from the Board due to their pre-occupation. The company appreciates for their valuable contribution during their tenure.

B) Declaration by Independent Directors and Re-appointment of Directors :

All the Independent Directors have given the declarations that they meet the criteria for Independence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement.

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

C) Board Evaluation :

Pursuant to the provisions of the Companies Act 2013, and clause 49 of the Listing Agreement , a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning , composition of the Board and its committee , culture , execution and performance of specific duties , obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Non - Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Number of Meetings of Board of Directors

During the year Board duly met 6 (Six) times. The details of the number of meetings of the Board held during the Financial Year 2014 -2015 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 2014 - 2015 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 detail forms 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 and policies 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 loan, 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.

Sr Investment/Guarantee/Loans and Advances Amount in INR No.

1 Investment 56,049,500

2 Loans and Advances 11,41,88,145

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 Priti J Sheth & Associates, a firm of Company Secretaries in Practice (C.P No 5518) to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is included as "Annexure C" and forms an integral part of this report. Directors Comment on the Secretarial Audit Report:

The Company is in process of Appointing Key Managerial Personal. The Company is in process of reactivating its website. The Company is in process of restructuring the Composition of Board to align the same as per the provisions of Companies Act 2013 and Listing Agreement.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate governance practices followed by the Company, together with a certificate from the Company's Statutory Auditor's confirming compliances, forms an integral part of this Report.

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. The details forms a part of the Corporate Governance Report

Directors' Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act 2013:

1. That in preparation of the Annual Accounts for the year ended 31st March 2015, 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 Judgements 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 31,2015 and of the profit of the company for the year ended on that date;

3. That the Directors 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 the Directors have prepared the annual accounts on a going concern basis.

5. That the directors had 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 the directors had 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

Details of Remuneration as per Companies (Appointment and remuneration of Managerial Remuneration)

Rules 2014 are as follows:

1. the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year :6.43%

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: NA

4. the number of permanent employees on the rolls of company: 3 (Three)

5. the explanation on the relationship between average increase in remuneration and company performance: NA

6. comparison of the remuneration of the Key Managerial Personnel against the performance of the company: NA

7. variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year: NA

8. 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: NA

9. the key parameters for any variable component of remuneration availed by the directors:NA

10. the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NA

11. affirmation that the remuneration is as per the remuneration policy of the company: NA

Acknowledgements

The Board of Directors of acknowledge the continued the 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

Sd/- Sd/-

D. S. Mehta Kailash Mehta Managing Director Director DIN: 01575366 DIN: 01741399

Place: Mumbai Date: 14/08/15

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Mar 31, 2014

The Members

Twinstar Industries Limited

The Directors present herewith their Twentieth Annual Report and Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The table given herein below set out salient features pertaining to the working of the Company during the year under review.

Particulars 2013-14 2012-13 (Rs. in Lacs) (Rs. in Lacs)

Sales and Services 7142.40 5181.63

Other Income 5.62 19.40

Profit/(Loss) before interest and depreciation 134.35 107.096

Less: Financial Expenses 38.81 9.76

Less: Depreciation 43.35 28.91

Net Profit/ (Loss) before Tax 52.19 68.41

Net Profit/ (Loss) after Income Tax 42.19 57.17



OPERATIONS AND OVERALL PERFORMANCES:

During the year the total profits before tax of the Company is Rs. 52.19 Lacs against Rs. 68.41 Lacs in the previous year.

DIVIDEND:

Due to inadequate profit during the year under review and with purpose to retain profit for strengthening capital base of the company, the Board of Directors do not recommend declaration of any dividend for the year ended 31.03.2014.

DEPOSITS:

The Company has not accepted any deposit from the public during the year under review and, as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 1975.

TWINSTAR SOFTWARE INC.:

Twinstar Software Inc. is a 100% subsidiary of the Company incorporated under the Laws of California State, USA. The main object of the subsidiary is to work as a marketing window for the Company. It is engaged in marketing the Company''s products and services, which in turn will accelerate the Company''s growth. Business activities of the subsidiary during the year under review have been sluggish due Slowdown in USA.

CORPORATE GOVERNANCE

Your Company and its Board have taken adequate steps towards implementation of the provisions of Clause 49 of the Listing Agreement and it is committed to achieve the highest standards of the Corporate Governance.

For the matters concerning Corporate Governance, you are requested to refer to the separate segment on the same, forming part of the Annual Report.

DIRECTORS

During the year under review, there were no changes in the Composition of Board of Directors:

In the forthcoming Annual General Meeting of the Company it is proposed to reappoint Mr. Kailash Mehta (DIN: 01741399) as a Director who retires by rotation and being eligible offers himself for reappointment.

In the forthcoming Annual General Meeting of the Company it is proposed to appoint Mr. Rishabh Jain (DIN: 03439137), Mr. Nirmal Jain (DIN 01506352), Mr. Virendra Kumar Bhandari (DIN 01741546) as a Non Executive Independent Director for the term of 5 Years under the provisions of Section 149 of Companies Act 2013 and pursuant to clause 49 of the Listing Agreement.

In the forthcoming Annual General Meeting of the Company it is proposed to appoint Mrs. Kala Mehta (DIN: 00308065) as Woman Director of the Company liable to retire by rotation under the provisions of Section 149 of Companies Act 2013

AUDITORS

M/s. N.K.Jalan & Co., Chartered Accountants [Firm Registration No. 104019W], Statutory Auditors of the Company be appointed at the ensuing Annual General Meeting to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting

PARTICULARS ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings : Rs. 67,21,151 Foreign Exchange Outgo : Nil

PARTICULARS OF EMPLOYEES

There is no employee covered under the provisions of Section 217(2A) of the companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTOR''S RESPONSIBILTY STATEMENT

The Directors Confirms:

1. That in the preparation of annual accounts, the applicable accounting standards have been followed.

2. That 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 the Company at the end of the financial year and of the profit or loss of the Company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

Yours Director''s place on record their deep appreciation to the Bankers, Shareholders and Customers for their Co-operation and support and to the staff members for their contribution towards the performance of the Company.

for, Twinstar Industries Limited

Sd/- D. S. Mehta Place: Mumbai Managing Director Date: 14th August 2014 DIN: 01575366

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Mar 31, 2013

To, The Members of Twinstar Industries Limited

The Directors present herewith their Nineteenth Annual Report and Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The table given herein below set out salient features pertaining to the working of the Company during the year under review.

(Rs. in Lacs)

Particulars 2012-13 2011-12

Sales and Services 5181.63 3220.22

Other Income 19.40 0

Profit/(Loss) before interest and depreciation 97.33 58.51

Less: Financial Expenses 9.45 0

Less: Depreciation 28.91 15.10

Net Profit/ (Loss) before Tax 68.41 43.40

Net Profit/ (Loss) after Income Tax 11.22 100.08

OPERATIONS AND OVERALL PERFORMANCES:

During the year the total profits before tax of the Company is Rs. 68,41 Lacs against Rs 43.40 Lacs in the previous year.

DIVIDEND:

Due to inadequate profit during the year under review and with purpose to retain profit for strengthening capital base of the company, the Board of Directors do not recommend declaration of any dividend for the year ended 31.03.2013.

DEPOSITS:

The Company has not accepted any deposit from the public during the year under review and, as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 1975.

TWINSTAR SOFTWARE INC.:

Twinstar Software Inc. is a 100% subsidiary of the Company incorporated under the Laws of California State, USA. The main object of the subsidiary is to work as a marketing window for the Company. It is engaged in marketing the Company''s products and services, which in turn will accelerate the Company''s growth. Business activities of the subsidiary during the year under review have been sluggish due Slowdown in USA.

Pursuant to the provisions of Section 212 of the Companies Act, 1956, financial statements of the subsidiary are annexed hereto.

CORPORATE GOVERNANCE

Your Company and its Board have taken adequate steps towards implementation of the provisions of Clause 49 of the Listing Agreement and it is committed to achieve the highest standards of the Corporate c Governance.

For the matters concerning Corporate Governance, you are requested to refer to the separate segment on the same, forming part of the Annual Report.

DIRECTORS

During the year under review, following were the changes in the Composition of Board of Directors:

Mr. Nirmal Jain who retires by rotation at the ensuing Annual General Meeting is proposed to be reappointed.

Mr. Daulat Mehta was re-appointed as Managing Director by the Board of Directors.

Mr. Harsh Mehta and Mr. Rishabh Jain were appointed as Additional Directors as on 18.12.2012 and 29.03.2013 respectively and have resigned as Additional Directors as on 30.03.2013

It has been proposed to regularize the appointment of Mr Yogesh Wadhwana as a Director of the Company pursuant to Section 257 of the Companies Act, 1956.

AUDITORS

M/s. N.KJalan & Co., Chartered Accountants [Firm Registration No. 104019WJ, Statutory Auditors of the Company be appointed at the ensuing Annual General Meeting to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting

PART1CULARSON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING ANDOUTGO.

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings :Nil

Foreign Exchange Outgo :Nil

PARTICULARS OF EMPLOYEES

There is no employee covered under the provisions of Section 217(2A) of the companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTOR''S RESPONSIBILTY STATEMENT

The Directors Confirms:

1. That in the preparation of annual accounts, the applicable accounting standards have been followed.

2. That 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 trie state of affairs of the Company at the end of the financial year and of the profit or loss of {he Company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENTS

Yours Director''s place on record their deep appreciation to the Bankers, Shareholders and Customers for their Co-operation Yours Directors'' place on record their deep appreciation to the Bankers, Shareholders and Customers for their co-operation and support and to the staff members for their contribution towards the performance of the Company.

for, Twinstar Industries Limited

D. S. Mehta

Managing Director

Place: Mumbai

Date: 07.08.2013

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Mar 31, 2010

The Directors present herewith their Sixteenth Annual Report and Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The table given herein below set out salient features pertaining to the working of the Company during the year under review. (Rs.in Lacs)

Particulars 2009-10 2008-09

Sates and Services 2054.34 906.82

Other Income 0 0.26

Profit/(Loss) before interest and depreciation 29.55 27.36

Less: Financial Expenses 0 0

Less: Depreciation 16.59 18.00

Net Profit/ (Loss) before Tax 12.96 9.36

Net Profit/(Loss) after Tax 12.96 9.36

Add/Less: Profit / (Loss) of Previous Year -321.81 -333.21

Less: Sundry Balances w/off. -2.02 2.03

Balance of Profit carried to Balance Sheet -310.87 -321.82



OPERATIONS AND OVERALL PERFORMANCES:

During the year the profits of the Company was 12.96 Lacs against profits of Rs. 9.36 Lacs in the previous year. However your Directors are hopeful that the strategies and Business Plans made by the Management will reap more positive yields in the time to come.

DIVIDEND:

Due to inadequate profits during the year under review and with purpose to retain profit for strengthening capital base of the Company, the Board of Directors do not recommend declaration of any dividend for the financial year ended 31.03.2010.

DEPOSITS:

The Company has not accepted any deposit from the public during the year under review and, as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 1975.

TWINSTAR SOFTWARE INC.:

Twinslar Software Inc. is a 100% subsidiary of the Company incorporated under the Laws of California State, USA. The main object of the subsidiary is to work as a marketing window for the Company. It is engaged in marketing the Companys products and services, which in turn will accelerate the Companys growth. Business activities of the subsidiary during the year under review have been sluggish due Slowdown in USA.

Pursuant to the provisions of Section 212 of the Companies Act, 1956, financial statements of the subsidiary are annexed hereto.

CORPORATE GOVERNANCE

Your Company and its Board, have taken adequate steps towards implementation of the provisions of Clause 49 of the Listing Agreement and it is committed to achieve the highest standards of the Corporate Governance.

For the matters concerning Corporate Governance, you are requested to refer to the separate segment on the same, forming part of the Annual Report.

DIRECTORS

During the year under review, following were the changes in the Composition of Board of Directors:

Mr. Yogesh Wadhwana who retires by rotation at the ensuing Annual General Meeting is proposed to be re- appointed.

AUDITORS

Mis. N. K. Jalan, Chartered Accountants retire and being eligible, offer themselves for re-appolntment.

PARTICULARS ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO.

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

Foreign Exchange Earnings and Outgo:

Foreign Exchange earnings Nil

Foreign Exchange outgo Nil

PARTICULARS OF EMPLOYEES

There is no employee covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirms:

1. That in the preparation of annual accounts, the applicable accounting standards have been followed.

2. that 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 the Company at the end of the financial year and of the profit or toss of the Company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENTS

Your Directors place on record their deep appreciation to the Bankers, Shareholders and Customers for their co-operation and support and to the staff members for their contribution towards the performance of the Company.

For, Twinstar Industries Limited

D. S. Mahta

Managing Director

Place: Mumbai

Date : 11.08.2010