io system ltd share price Directors report


Dear Members,

Your Directors have pleasure in submitting the 35th Annual Report together with the Statement of Accounts for the year endf 31st March, 2023.

Financial Performance

The summarized results of the Company are given in the table below:

(Amount in lakhs)

PARTICULARS 31.03.2023 31.03.2022
Total Income (Other Income) 3446.66 0.01
Profit/(loss) before Interest, Depreciation & Tax (EBITDA) 295.19 (83.33)
Finance Charges 19.68 37.69
Depreciation - 0.11
Net Profit/(Loss) After Tax 292.09 (83.33)
Profit/(Loss) brought forward from previous year - -
Profit/(Loss) carried to Balance Sheet - -

Summary of Operations

We are proud to announce that we have achieved outstanding performance in business in just a span of one year. Pursuant to the takeover in May2022, our Companys vision has started showing efficacy at its best.

We have successfully attained profit before tax of Rs. 2.95 Cr in F.Y. 2022-23, in comparison to loss of Rs. 83 lakhs in F.Y. 2021-2022 (i.e. before takeover). The glimpse of our growth can be summarized as follows:

(Amount in Crores)

F.Y. 2021-2022 F.Y. 2022-23
(0.83) 2.95
Quarter Jun-22 Sep-22 Dec-22 Mar-23
PBT -0.34 0.67 0.70 1.92

COVID-19 Pandemic

The Novel Coronavirus disease (COVID-19) was declared a global pandemic by the World Health Organization in March 2020. The Government of India took various actions to contain the COVID-19 pandemic, such as closing of borders and lockdown restrictions, which resulted in significant disruption to people and businesses all over the country. It was followed by restricted ease of operations and localized restrictions in various parts of the country.

In response to COVID-19 pandemic situation, the Company quickly instituted measures to trace all employees and be assured of their safety, health and well-being. Keeping in view the safety of our employees and in line with the guidelines issued by the Government, the offices were closed and the employees were shifted to an entirely new work-from-home model.

Your Company, which is already in losses since last many years, is taking all necessary measures in terms of mitigating the impact of the challenges being faced due to the pandemic and accrued losses and is working hard to come out of the red and start doing some business at the earliest.

Transfer to Reserves

The Company has not transferred any amount to General Reserve in the current year.

Business Review/State of the companys affairs

During the year under review, we earned revenue by making the company profitable as compared to the loss of March 2022. We improved our visibility during this time period, by becoming one of the better-known export trading companies in India. This was achieved through meticulous planning, relentless sales and astute budgeting. We also established a great network with buyers, traders, manufacturers, shipping forwarders and CHAs, which will be of great use to us in the near future.

Dividend

Your Directors do not recommend any dividend during the year.

Subsidiary Company

The Company does not have any subsidiary.

Directors Responsibility Statement

Pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act, 2013, the Directors of your Company, to The best of their knowledge and ability, confirm:

• that in the preparation of annual accounts, the applicable accounting standards have been followed along with explanation relating to material departures;

• 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 as on March 31, 2023 and of the profit / loss of the Company for that period;

• that proper and sufficient care has been taken 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;

• that the annual accounts have been prepared on a going concern basis;

• that internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively;

• that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Capital/ Finance

During the year under review, there were enhancement & re classification in capital of the Company. As on 31st March, 2023, the capital break-up of the Company is as under:

i) Authorised Capital: Rs. 51,00,00,000 (Rupees Fifty One Crores only) divided into 5,10,00,000 (Five Crore Ten Lakh) Equity Shares of INR 10/- (Rupees Ten Only) each.

Note:

a) During the year Authorized Share Capital of the Company has been reclassified as mentioned below after taking Shareholders Approval in the Extra Ordinary General Meeting held on 28th Day of December, 2022:

The Authorized Share Capital of the Company from its present Authorized Share Capital of INR 25,00,00,000 (Rupees Twenty Five Crores only) divided into 2,00,00,000 (Two Crore) Equity Shares of INR 10/- (Rupees Ten only) each and 5,00,000 (Five Lakh) Preference Shares of INR 100/- (Rupees One Hundred only) each to INR 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of INR 10/- (Rupees Ten only) each on reclassification of 5,00,000 (Five Lakh) Preference Shares of INR 100/- (Rupees One Hundred only) to 50,00,000 (Fifty Lakh) Equity Shares of INR 10/- (Rupees Ten only) each of the Company.

b) During the year the Authorized Share Capital of the Company has been increased as mentioned below after taking the Shareholders approval in the Extra Ordinary General Meeting held in 28th Day of December, 2022

The existing Authorised Share Capital of the Company of INR 25,00,00,000 (Rupees Twenty Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of INR 10/- (Rupees Ten only) each hereby increased to INR 51,00,00,000 (Rupees Fifty One Crores only) divided into 5,10,00,000 (Five Crore Ten Lakh) Equity Shares of INR 10/- (Rupees Ten only) each by creating additional 2,60,00,000 (Two Crores Sixty Lakh) Equity Shares of INR 10/- (Rupees Ten Only) each ranking Pari Passu in all respects with the existing Equity Shares of the Company."

ii) Issued, subscribed and fully paid up share capital: Rs. 16,90,00,000/-, divided into 1,69,00,000 Equity shares of Rs.10/- each.

Note: During the year under review the Company has allotted 1,86,26,000 (One Crore Twenty Six Thousands )Convertible Equity Share Warrants on preferential basis at face value of Rs. 10 each to Promoter, Non Promoter/ Public in Dematerialized format after taking the in principle approval from BSE Limited vide their letter ref: LOD/PREF/JR/FIP/3026/2022-23 dated 16th January, 2023 and further also in accordance with the terms and conditions of the Private Placement Offer document dated 16th January, 2023

Directors and Key Managerial Personnel

Composition: During the year the Board comprises 5 (Five) Directors of which Two are non-executive Independent Directors and the others are non-executive non-independent Directors.

Appointment/ resignation of Board of Directors and/or Key Managerial Personnel:

There are changes in the Directorship and the Key Managerial Personnel of the Company since the last Annual General meeting.

Name of the Directors Designation Date of Appointment Date of Resignation
Arun Seth Non-Executive - Non Independent Director 30-09-2022 15-06-2022
Kamalapati Kashyap Non-Executive - Non Independent Director 21-07-2019 16-06-2022
Vidya Chhabra Non-Executive - Non Independent Director 21-07-2019 15-06-2022
Seema Salwan Non-Executive - Independent Director 14-08-2019 24-06-2022
Siddheshwar Kumar Upadhyay Non-Executive - Independent Director 28-09-2019 15-06-2022
Dinkar Sharma Company Secretary & Compliance Officer 11-09-2009 17-06-2022
Rakesh Kumar Bhatnagar Chief Financial Officer 01-03-2015 17-06-2022
Pankajkumar Singh Chief Executive Officer 01-06-2018 17-06-2022
Mayank Suresh Jolly Non-Executive - Non Independent Director 20-04-2022 -
Mitesh Surendrasinh Rajput Non-Executive - Non Independent Director 20-04-2022 -
Irfan Qureshi Non-Executive - Non Independent Director 20-04-2022 -
Manisha K. Rajput Chief Financial Officer 20-06-2022

-

Aditya V. Patel Non- Executive- Independent Director 12-08-2022 -
Nidhi Bansal Non- Executive- Independent Director 12-08-2022 -
Bhavesh Dave Chief Executive Officer 29-11-2022 -
Mayank Agarwal Company Secretary Cum Compliance Officer 05-09-2022 15-09-2022
Mrugesh A. Vyas Company Secretary Cum Compliance Officer 15-09-2022 -

Declaration hv Independent Directors: Pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has received declaration from both the Independent Directors of the Company confirming their compliance with the criteria of independence and their independence from the management. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board both the Independent Directors of the Company, possess requisite qualifications, experience and expertise and hold highest standards of integrity.

Number of Meetings of the Board

15 (Fifteen) meetings of the Board were held during the year Financial Year 2022-23. Details of the Meetings are as mentioned below:

Date of Board Meeting No. of Directors entitled to attend meeting No. of Directors who have attended the meeting Including Independent Directors
20-04-2022 05 05
30-05-2022 08 03
17-06-2022 08 03
20-06-2022 03 03
24-06-2022 03 03
28-06-2022 03 03
30-06-2022 03 03
21-07-2022 03 03
12-08-2022 03 03
05-09-2022 05 05
15-09-2022 05 05
10-11-2022 05 05
29-11-2022 05 05
27-01-2023 05 05
01-02-2023 05 05

All the Directors attending the meeting actively participated in the deliberations at these meetings. The intervening gap between any two meetings was with the period prescribed under the Companies Act, 2013 and the SEBI (LODR), 2015. More details of the Board meetings have been provided in the Report on Corporate Governance.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, Schedule IV of the Act and SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI"). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the 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, held on 01st Day of February, 2023 performance of non-independent directors and the performance of Board as a whole was evaluated. The same was discussed in the board meeting that followed the meeting of the independent Directors.

Policy on Directors appointment and remuneration and other details

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors report.

Internal Financial Control Systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis which forms part of this report.

Statutory Auditors

M/S Gupta Garg & Agrawal, Chartered Accountants, Noida, Delhi, and FRN: 505762C has resigned on 14-08-2023 to conduct St. Audit of the Company for F.Y. 2023-24 who were appointed at 34th Annual General Meeting for a tenure of 5 years. Hence, New St. Auditor is required to appoint. The Chairman has received Consent Letter from M/S Manoj Acharya & Associates, Chartered Accountants, Ahmedabad, and FRN: 114984W on 14-08-2023. Board of Directors of the Company has accepted the resignation from the previous St. Auditor in the Board Meeting held on 14-08-2023 and also accepted the Consent Letter received from M/s Manoj Acharya & Associates, Chartered Accountants, Ahmedabad in the Board meeting held on 14-08-2023 subject to approval taken from the Shareholders of the Company at 35th Annual General Meeting.

M/s Manoj Acharya & Associates, Chartered Accountants, Ahmedabad, FRN: 114984W will be appointed as St. Auditor of the Company to conduct St. Audit of F.Y. 2023-24,2024-25,2025-26,2026-27,2027-28 whose tenure will be start from the conclusion of

35th Annual General Meeting and will be completed at the 40th Annual General Meeting of the Company subject to ratification by members in every Annual General Meeting, on such remuneration as may be mutually agreed upon between the Statutory Auditor , Audit Committee and Board of Directors of the Company plus reimbursement of out of pocket expenses, travelling expenses & other Gvt. Expenses.

Internal Auditors

The Company had appointed M/s Agarwal Akshay & Associates., Chartered Accountants, Ahmedabad, vide FRN: 015592C as Internal Auditors of the Company for the financial year 2022-23 in the board meeting held on 05th day of September, 2022. M/s Agarwal Akshay & Associates., Chartered Accountants, Ahmedabad, vide FRN: 015592C has been re-appointed as Internal Auditor of the Company for the financial year 2023-24 in the Board meeting held on 14-08-2023.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s HDS & Associates, Practicing Company Secretaries, Ahmedabad, to conduct the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report forms part of this report.

Auditors Report and Secretarial Auditors Report - Explanation and Comments

The reports of Statutory auditors and that of the Secretarial Auditors are self-explanatory and do not require further comments.

Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Material Change

During the Financial year below mentioned material Changes were made:

01. During the year the Company has been taken over from the old Management to new management on 6th May, 2022 by executing Take over process as per The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

02. Change of Companys Name

The Companys Name was changed from IO SYSTEM LIMITED to TRANS INDIA HOUSE IMPEX LIMITED

03. Change in main Business Activity carried out by the Company are as mentioned below:

To Carry on the business of exporters, importers, buyers, sellers, traders, processors, packaging, re-packaging, merchant traders, cultivators, mediators broker, agents, export house, consignments agents, marketing agents, commission agents, distributors, suppliers, freight service traders, factors, stockiest, advisors, partner of and dealers in all kind of industrial consumer products (both durable and non-durable), specialized in trading of all kind of ceramics and its products, textiles, oil, fuels, dehydrated products and intermediate products of any kinds of merchandise goods including ferrous and nonferrous items in particular and commodities and services and to do all such other acts and things which are conducive to the aforesaid business and/ or ancillary or incidental to the same."

04. During the year the Company has issued 1,86,26,000 (One Crore Eighty-Six Lakh and Twenty-Six Thousand) Convertible Equity Warrants at a price of INR10/- per Warrant which is at par of the face value on preferential allotment basis vide Special resolution passed in the Extra Ordinary General meeting held on 28-12-2022.

05. During the year the Company has shifted its registered office from Office No. 1109, Corporate Park Tower, A/1, Plot No. 7A/1, Sector 142, Noida, Gautam Buddha Nagar - 201301, Uttar Pradesh to B-1101, Titanium Square, B/h Sarveshwar Tower, Opp. B. M. W. Show Room, Thaltej, Ahmedabad - 380054, Gujarat vide Special resolution passed in the Extra Ordinary General meeting held on 28-12-2022, subject to approval from the Regional Director (R.D)).

Corporate Governance

As per Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate section on Corporate Governance together with a certificate from the practicing Company Secretary confirming compliance is set out in the Annexure forming part of this report. A compliance Certificate on Corporate Governance as per Chapter IV of SEBI (LODR) Regulations, 2015, issued by M/s HDS & Associates, Practicing Company Secretaries, forms part of this Report.

Certificate of Non-disqualification of Directors

A Certificate of non-disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of SEBI (LODR) 2015 obtained from M/s HDS & Associates, Practicing Company Secretaries, forms a part of this report

Risk Management

The Board of the Company has formed a risk management policy. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Transactions with related parties

All transactions entered into with Related parties as defined under Companies Act, 2013 and SEBI (LODR) Regulations, 2015, during the Financial Year were in the ordinary course of business and on arms length basis and do not attract provisions of Section 188 of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report.

Corporate Social Responsibility (CSR) Policy

The provisions regarding formation / constitution of CSR Committee prescribed under Section 135 of the Companies Act, 2013 are presently not applicable to the Company.

Extract of Annual Return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure II in the prescribed Form MGT- 9, which forms part of this report.

Particulars of Employees

a) Details as per Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 :

• No employee was paid remuneration in excess of Rs.8.50 Lacs per month (if employed for a part of the year) or Rs.1.02 Crores per annum (if employed throughout the year) during 2022-23 and hence there is no disclosure requirement as per Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

• No employee of the Company, if employed throughout the financial year or part thereof, was in receipt of remuneration during the financial year 2022-23 which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

b) Details as per Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

S.No. Particulars Remarks
1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company during the Financial year. Not comparable as at present there is no director of the Company, who is drawing any remuneration from the Company, except the sitting fee paid to Independent Directors.
2. The percentage increase in remuneration of each Director, Chief Financial Officer (CFO). Executive Officer, Company Secretary or Manager, if any, in the financial year. NIL
3. The percentage increase in median remuneration of the employees in the financial year. There are no other employees in the Company except KMPs mentioned above.
4. The number of permanent employees on rolls of the Company. 9
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration. Since, there are no employees other than the KMPs of the Company, such comparison is not possible and there has been no increase in their salaries.
6. Affirmation that the remuneration is as per the Remuneration policy of the Company. Yes.
7. The explanation on the relationship between average increase in remuneration and company performance Not comparable as the Company did not carry any business activity during the year.
8. Comparison of the remuneration of the key managerial personnel against the performance of the Company: Not comparable as the Company did not carry any business activity during the year. However, the increase in salaries was made considering the inflation and other indices prevalent.

Vigil Mechanism

The Company has implemented a Vigil Mechanism (Whistle Blower Policy) and is posted on the Companys website i.e. www.tihil.co.in and no person is denied access to the Audit Committee.

Cost Records

The maintenance of cost records has not been specified by the Central Government under Section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company. Thus reporting under Clause 3(vi) of the order is not applicable to the Company.

Dematerialization

The equity shares of the Company are being compulsorily traded in dematerialized form. As on 31st March 202 3, 1,63,28,800 shares of the Company have been dematerialized representing 96.62% of the total equity Share Capital of the Company.

Secretarial Standards

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.

Other Disclosure requirements

- The corporate governance report with auditors certificate thereon and management discussion and analysis are attached, which form part of this report.

- The extract of the Annual Return of the Company is annexed herewith and forms an integral part of this Report.

- Details of the familiarization programme of the independent directors are available on the website of the Company.

- Policy on dealing with related party transactions is available on the website of the Company.

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Conservation of energy, technology absorption, foreign exchange earnings and outgo (a) Conservation of energy

1. Energy Conservation measures taken
2. Additional investments & proposals, if any, being implemented for reduction of consumption of energy. Since there is no manufacturing activity in the Company, therefore, there is no scope for energy consumption and its conservation.
3. Impact of above measures for reduction of energy consumption and consequent impact on production of goods.
4. Total energy consumption and energy consumption per unit of production.

(b) Technology Absorption

1 Specific areas in which R&D is carried out NIL
2 Benefits derived as a result N/a
3 Future plan of action Not required as of now
4 Expenditure on R&D NIL

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place Sexual Harassment Policy and an Internal Complaints Committee in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All the employees (permanent, contractual, temporary, trainees) are covered under this Policy. This policy provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year, the Company has complied with the provisions of Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 read with Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Rules, 2013 and has formed necessary committees During the year under review, the number of complaint(s) received were Nil.

Cautionary Statement

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable laws. Actual results may differ materially from those expressed in the statement.

Boards Comment of Audit report

1. The Company has defaulted in payment of Interest on Loan: - NIL Comment by Board: NIL

2. Material Uncertainty related to Going concern: - NIL Comment by Board: NIL

Appreciation

Your Company expresses its appreciation for the continued co-operation of the Statutory Authorities, Banks and employees of the Company. Your Company also wishes to thank all its stakeholders for their contribution and support throughout the year and look forward to their continued support in future.

On behalf of the board of directors,
For TRANS INDIA HOUSE IMPEX LIMITED,
Dated: 05th September, 2023
Place: NOIDA Sd/-
Mayank S. Jolly
Director
DIN: 09366175
Sd/-
Irfan Qureshi
Director
DIN: 09494589
Sd/-
Mitesh S. Rajput
Director
DIN: 06772154