Total Transport Systems Ltd Directors Report.

To,

The Members,

TOTAL TRANSPORT SYSTEMS LIMITED Formerly known as Total Transport Systems Private Limited) Dear Members,

Your Directors are pleased to present this Twenty Fourth (24th) Annual Report of your company along with Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended on March 31, 2019.

FINANCIAL HIGHLIGHTS

(Amount in Rs.)

STANDALONE CONSOLIDATED
PARTICULARS Financial Year Financial Year Financial Year Financial Year
2018-19 2017-18 2018-19 2017-18
Turnover 2,48,08,19,720 2,07,98,28,994 2,56,19,41,082 2,13,53,99,534
Other Income 10,17,876 3,552,780 10,73,816 40,17,662
Profit Before Depreciation, Interest and Tax (PBDIT) 14,99,26,314 11,23,35,215 14,12,68,712 11,13,02,104
Finance Cost 1,68,21,552 19,646,545 1,68,21,552 1,96,46,545
Depreciation and amortization expense 1,21,44,681 85,96,357 1,22,16,511 86,90,209
Profit Before Tax 12,09,60,081 8,40,92,313 11,22,30,649 8,29,65,350
Tax Expenses:
Current Tax 3,53,46,850 1,72,35,000 3,54,72,342 1,72,87,024
Deferred Tax 6,13,135 8,80,562 6,13,135 8,80,562
Income Tax relating to earlier Year 0 0 0 0
MAT Credit Entitlement 0 (1,42,52,350) 0 (1,42,52,350)
Profit after Tax 8,50,00,096 8,02,29,101 7,61,45,172 7,90,50,114
Less:Minority Interest 0 0 (2,10,171) (56,187)
Add:
Balance in Profit & Loss 10,24,45,652 6,46,12,445 10,23,00,248 6,57,28,171
Add/(Less): Bonus Issued 0 (42,395,894) (42,395,894)
Profit / (Loss) For the year 18,74,45,748 10,24,45,652 17,82,35,249 10,23,26,204

1. COMPANYS PERFORMANCE REVIEW:

The Company continues to see marginal growth in its overall performance in the financialyear 2018-19. Driven by the performance of the segment in which the Company operates the quick summary of standalone and consolidated results are given below:

i. Standalone Financial Highlights

During the Financial Year ended March 31, 2019, the Companys Total Revenue from operations is Rs. 2,48,18,37,596/- as against Rs. 2,08,33,81,774/- in the corresponding previous Financial Year ended March 31, 2018.

The Profit after tax (PAT) for the Financial Year ended March 31, 2019 is 8,50,00,096/- as against Profit of Rs. 8,02,29,101/- in the corresponding previous Financial Year ended March 31, 2018.

ii. Consolidated Financial Highlights

During the Financial Year ended March 31, 2019, the Companys Total Revenue from operations is Rs. 2,56,30,14,898/- as against Rs. 2,13,94,17,196/- in the corresponding previous Financial Year ended March 31, 2018.

The Profit after tax (PAT) for the Financial Year ended March 31, 2019 is Rs. 7,59,35,001/- as against Profit of Rs. 7,89,93,927 /- in the corresponding previous Financial Year ended March 31, 2018.

2. DIVIDEND

With a view to conserve the available resources, it has been proposed by the Board of Directors not to declare any Dividend for the financial year 2018-19.

3. RESERVES

The Company has closing balance of Rs. 32,02,69,661/- (Rupees Thirty Two Crore Two Lakhs Sixty Nine Thousand Six Hundred Sixty One only) as Reserve and Surplus as on March 31, 2019. The Closing Balance of Reserve and Surplus is bifurcated as follows:

PARTICULARS Amount
1. Securities Premium Reserve 13,28,23,913
2. Surplus in Statement of Profit & Loss 18,74,45,748
TOTAL 32,02,69,661

4. CHANGES IN NATURE OF THE BUSINESS, IF ANY

The Company Continued to carry Business of Consolidation / Deconsolidation of Cargo, Freight Forwarding, Logistics, Warehousing and Transportation and hence, there was no change in the nature of business or operations of the Company which impacted the financial position of the Company during the year under review.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financialposition of the Company, subsequent to close of Financial Year 2018-19 till the date of this Report.

6. SHARE CAPITAL

During the year under review, there is no change in the Authorized, Issued, Subscribed and Paid-up Share Capital of the ompany.

As at March 31, 2019, the Authorized Share Capital of the Company is Rs. 15,00,00,00/- divided into 1,50,00,000/- equity shares of Rs. 10/- each.

Further, Issued, Subscribed and Paid-up Share Capital of the Company as at March 31, 2019 is Rs. 14,30,60,000/- divided into 1,43,06,000/- equity shares of Rs. 10/- each.

7. DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits from public falling within the purview of provisions of Section 73 and 76 of the Companies Act, 2013 ("the Act") and Rules framed thereunder.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The PARTICULARS of Loan, Guarantees and Investments covered under section 186 of the Companies have been disclosed in Notes to the Financial Statement.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arms length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations. transactions entered into by the Company with its Promoters, Directors, KMP or Therearenomaterialsignificant Senior Management Personnel which may have a potential conflict with the interest of the transaction as required under AS-18 are reported in the notes to financial statement of the Company. Form AOC - 2 forming part of this Directors Report is attached herewith as Annexure I.

All related party transactions were placed before the Audit Committee for its approval and noting on quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature. The Company has also adopted a related party transaction policy. The policy was approved by the Board and the same was uploaded on the companys website: www.ttspl.in under the tab ‘Investor Section.

10. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE

During the year under review, the Company has Two Wholly Owned Subsidiaries and One Subsidiary Company. Also Company has entered in One Joint Venture Agreement. The Details of Subsidiary and Joint Venture are given below:

i. CP World Logistics India Private Limited:

CP World Logistics India Private Limited (CIN: U63090MH2008PTC202404), is a Private Limited Company incorporated on October 31, 2008. Authorized Share Capital of the Company is Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/- each and Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. The Main object of the Company is:

(a) To carry on the business of shipping forwarding and cleaning logistics warehousing, transportation and to trade in and/or with marine and/or freight containers other equipment of all description in connection with movement of goods and materials in India and/or in any part of the world and all other allied activities.

(b) To act as agents/consultants, appoint agent/sub-agents, load, unload, stuff, de-stuff, handle, inspect certify, water-house, transport Marine containers and other equipment of all descriptions, in connection with movement of goods and materials. The Company has 99.99% equity stake in CP World Logistics India Private Limited and CP World Logistics India Private Limited has thus become wholly owned subsidiary of the Company under Section 2(86) of the Companies Act, 2013.

ii. Oneworld Logistics Private Limited: Oneworld Logistics Private Limited (CIN: U63090MH2010PTC198688), is a Private Limited Company incorporated on January 01, 2010. Authorized Share Capital of the Company is Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/- each and ssued, Subscribed and Paid-up Share Capital of the Company is Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10/- each. The Main object of the Company is:

(a) To carry on the business of Freight forwarders, Air, Road and Shipping Agents, Multi- modal Transport Operator, Logistics Provider, Clearing and Forwarding Agent, Ship Management, and Shipping Intermediates in any part of India or abroad, and to render all types of services require for loading and unloading of goods, customs clearance, transport and other personal services required by Shipping Lines, Container Leasing Companies, Road Transport Operators and Air Lines.

(b) To carry on the business of movement of goods from a transportation hub to the final delivery destination known as Last mile delivery business.

The Company has 99.99% equity stake in Oneworld Logistics Private Limited and Oneworld Logistics Private Limited has thus become wholly owned subsidiary of the Company under Section 2(86) of the Companies Act, 2013.

iii. Total Transport Systems Private Limited (Nepal): Total Transport Systems Private Limited (Registration No.: 62912/065/066), is a Company established under Companies Act, 2063 on May 21, 2009 in Nepal. The Company has 64% equity stake in Total Transport Systems Private Limited (Nepal) and has thus Total Transport Systems Private Limited has thus become Subsidiary Company under Section 2(87) of the Companies Act, 2013.

iv. Seedeer (India) E-Commerce Private Limited Our Company has entered into a Joint Venture Agreement with Seedeer (Hong kong) E- Commerce Company Limited on August 23, 2018 and formed Seedeer (India) E-Commerce Private Limited. Seedeer (India) E-Commerce Private Limited (CIN: U74999MH2018FTC318691), is a Private Limited Company incorporated on December 21, 2018. Authorized Share Capital of the Company is Rs. 25,00,000/- divided into 2,50,000 equity shares of Rs. 10/- each and Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 15,00,000/- divided into 1,50,000 equity shares of Rs. 10/- each. The Main object of the Company is:

(a) To deals in the activities of world - wide E-Commerce services, trading and technology, warehouse management, physical distribution of goods, IT dedicated instruments, to provide global supply chain solution and trading related to all the aspect linked to the E-Commerce.

(b) To carry on the business of developing, handling, selling and managing global brand name Seedeer locally in India. The Company has 30% equity stake in Seedeer (India) E-Commerce Private Limited.

A report on the performance and financial position of Associate and wholly owned subsidiary of your Company including capital, reserves, Total assets, Total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 as an Annexure - II, which forms part and parcel of the Boards Report.

The Financial Statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (‘AGM) as required under Section 136 of the Companies Act, 2013.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. The Directors and Key Managerial personnel of the Company as on 31st March, 2019 are as below:

Sr. No. Name Designation DIN/PAN
1. Mr. Sanjiv Arvind Potnis Managing Director 00102090
2. Ms. Sneha Shrikant Nibandhe Non-Executive Director 08053297
3. Ms. Leena Prashant Salvi Non-Executive Director 07784529
4. Ms. Vrinda Makarand Pradhan Non-Executive Director 08057873
5. Mr. Abhishek Ramesh Talwar Non-Executive & Independent Director 01059150
6. Mr. Sunil Gajanan Kshirsagar Non-Executive & Independent Director 07781787
7. Mr. Makarand Prabhakar Pradhan Chief Executive Officer AAJPP8907C
8. Mr. Shrikant Damodar Nibandhe Chief Financial Officer AAEPN2479A
9. Mr. Bhavik S. Trivedi Company Secretary & Compliance Officer AGWPT7882P

ii. During the current financial year 2019-2020 (Post 31st March 2019 till the Date of Boards Report):

The Board of Directors at its meeting held on May 25, 2019 have appointed Mr. Makarand Prabhakar Pradhan and Mr. Shrikant Damodar Nibandhe as Addtitional Director (Category: Executive Director) and also Ms. Vrinda Makarand Pradhan and Sneha Shrikant Nibandhe have resigned from their position as Non-Executive Directors of the Company.

Mr. Makarand Prabhakar Pradhan who was appointed as Chief Executive Officer (CEO) on February 06, 2018 has resigned from the post of CEO with effect from May 25, 2019.

Mr. Sanjiv Arvind Potnis who was appointed as Managing Director on w.e.f. February 06, 2018, has proposed to step down from the Post of Managing Director and Continue to act as Executive Director.

The Board of Directors in their meeting held on July 26, 2019 has appointed Mr. Makarand Prabhakar Pradhan (DIN: 00102413) as Managing Director of the Company subject to approval of the Shareholders in the ensuing Annual General Meeting of the Company.

iii. Director – Retirement By Rotation:

Pursuant to Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Ms. Leena Prashant Salvi (DIN: 07784529), retires by rotation and being eligible, offers herself for re-appointment.

The Board of Directors of the Company recommends the appointment of Ms. Leena Prashant Salvi to the Shareholders for their consideration at the 24th Annual General Meeting in the interest of the Company. The brief resume and other details relating to Ms. Leena Prashant Salvi as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated in the annexure to the notice calling 24th Annual General Meeting of the Company.

iv. Regularisation Of Directors:

Mr. Makarand Prabhakar Pradhan (DIN - 00102413) and Mr. Shrikant Damodar Nibandhe (DIN - 01029115) who were appointed as an Additional Director (Category: Executive) on May 23, 2019. By virtue of Section 161 of Companies Act, 2013, their term expires at the ensuing 24th Annual General Meeting of the Company. The Members are requested to approve their appointment as recommended by Board and mentioned in the Notice convening the 24th Annual General Meeting of the Company in the interest of the Company. Mr. Makarand Prabhakar Pradhan and Mr. Shrikant Damodar Nibandhe, if appointed shall be liable to be retire by rotation. The Company has received notice in writing under section 160 of the Companies Act, 2013 from member proposing the candidature of Mr. Makarand Prabhakar Pradhan and Mr. Shrikant Damodar Nibandhe for the office of Director of the Company.

v. Declaration under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors:

The Company has duly complied with the definition of ‘Independence according to the provisions of Section 149(6) of, read with Schedule IV - Code of Independent Directors to, the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended). All the Independent Director/s, have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law. The Independent Directors have also confirmed that they have complied with the Companys code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

vi. Disqualification of Directors:

During the financial year 2018-2019 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. The Board noted the same.

12. COMMITTEES OF THE BOARD

As on March 31, 2019, the Board has constituted Four (4) Committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee.

i. AUDIT COMMITTEE:

Your Company has constituted an Audit Committee ("Audit Committee") as per section 177 of the Companies Act, 2013 and regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide resolution passed at the meeting of the Board of Directors held on April 26, 2017. However Audit Committee was re-constituted w.e.f. April 26, 2018.

During the year under review, Five (5) meetings of the Audit Committee were held on April 26, 2018, May 21, 2018, August 27, 2018, November 12, 2018 and March 08, 2019.

The composition of the Audit committee and attendance of the members at the meetings held during the year are as follows:-

Name of the Director/Member Designation No. of Meetings Held No. of Meetings Attended
Mr. Abhishek Ramesh Talwar Chairman 5 5
Mr. Sunil Gajanan Kshirsagar Member 5 5
Mr. Sanjiv Arvind Potnis Member 5 5

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls. All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary acts as a secretary to the Committee.

ii. NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors in their Meeting held on April 26, 2017, has constituted a Nomination and Remuneration Committee. The constitution of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

During the Financial Year ended March 31, 2019, meeting of Nomination & Remuneration Committee were held on March 08, 2019.

The Composition of the Nomination and Remuneration Committee and the attendance of the Members at the meeting held during the Financial Year 2018-19 are as under:

Name of the Director/Member Designation No. of Meetings Held No. of Meetings Attended
Mr. Sunil Gajanan Kshirsagar Chairman 1 1
Mr. Abhishek Ramesh Talwar Member 1 1
Ms. Leena Prashant Salvi Member 1 1

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

iii. STAKEHOLDER RELATIONSHIP COMMITTEE

The Board of Directors in their Meeting held on April 26, 2017, has constituted a stakeholder relationship committee to redress the complaints/grievances of its shareholders/investors related to non-receipt of annual report, dividend payment, issue of duplicate share certificates, transmission of shares and other related complaints. The stakeholder relationship committee was constituted as per the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

During the Financial Year ended March 31, 2019, the meeting of Stakeholder Relationship Committee was held on April 26, 2018, May 21, 2018, August 27, 2018, November 12, 2018 and March 08, 2019.

The composition of the Stakeholders Relationship Committee and the attendance of the members at the meetings held during the Financial Year 2018-19 are as under:

Name of the Director/Member Designation No. of Meetings Held No. of Meetings attended
Mr. Sunil Gajanan Kshirsagar Chairman 5 5
Mr. Abhishek Ramesh Talwar Member 5 5
Mr. Sanjiv Arvind Potnis Member 5 5

SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2018-19.

iv. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has constituted a Corporate Social Responsibility (CSR) Committee, as per the provisions of Section 135 of the Companies Act, 2013; vide resolution passed in the meeting of the Board of Directors held on 27th August 2018.

During the Financial Year ended March 31, 2019, the Corporate Social Responsibility Committee met once on 27th August 2018. The composition of the CSR Committee and the attendance of the members at the meetings held during the Financial Year 2018-19 are as under:

Name of the Director/Member Designation No. of Meetings Held No. of Meetings attended
Mr. Sunil Gajanan Kshirsagar Chairman 1 1
Mr. Abhishek Ramesh Talwar Member 1 1
Mr. Sanjiv Arvind Potnis Member 1 1

The Company is not required to spend any amount towards CSR activities during the financial year 2018-19, but the Company knows and understands the ethics and therefore undertakes various initiatives on its own for the betterment of the society as a whole.

13. BOARD AND COMMITTEE MEETINGS

Number Of Board Meetings

During the year under review the Board of Directors met 5 (Five) times on April 26, 2018, May 21, 2018, August 27, 2018, November 12, 2018 and March 08, 2019. The interval between the two meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

Sr. No. Name of the Director No. of Board Meeting
Held Attended
1. Sanjiv Arvind Potnis 5 5
2. Leena Prashant Salvi 5 5
3. Vrinda Makarand Pradhan 5 5
4. Sneha Shrikant Nibandhe 5 5
5. Abhishek Ramesh Talwar 5 5
6. Sunil Gajanan Kshirsagar 5 5

Number of Committee Meetings

The Audit Committee met Five (5) times during the Financial Year ended March 31, 2019. The Stakeholder Relationship Committee met Five (5) times during the Financial Year ended March 31, 2019. The Nomination & Remuneration Committee met One (1) time during the Financial Year ended March 31, 2019. Members of the Committees discussed the matter placed and contributed their valuable inputs on the matters brought before the meetings.

Also, during Financial Year ended March 31, 2019, the Independent Directors held a separate meeting on 26th April, 2018 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

14. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees including the chairman of the Board on the basis of attendance, contribution of various criteria as recommended by the nomination and remuneration committee of the Company.

The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non Independent Directors (including the chairman) was also evaluated by the Independent directors at the separate meeting held of the Independent Directors of the Company.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) They 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 of the Company for that period;

(c) They 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 annual accounts have been prepared on a going concern basis;

(e) They have laid down Internal financial controls for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and;

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures required to be made under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption are not applicable to the Company as the Company being engaged in the service sector of shipping Business neither involved in any manufacturing processing. However Details of Foreign Exchange Earnings of the Company are detailed below:

(Amount in Rs.)
PARTICULARS 2018-19 2017-18
Foreign exchange earnings in terms of actual inflows 18,51,47,802 11,31,80,021
Foreign exchange expenditure in terms of actual outflows 32,70,86,918 31,82,37,322

17. EXTRACT OF THE ANNUAL RETURN

As per the requirements of section 92 (3) of the Companies Act, 2013 and Rules framed thereunder, the extract of the Annual Return for the Financial Year ended March 31, 2019 is given in Annexure III in the prescribed Form MGT-9, which forms part of this Report.

18. CORPORATE GOVERNANCE

Since the Companys securities are listed on SME Emerge Platform of National Stock Exchange (NSE), by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The compliance with the corporate governance provisions as specified in regulations 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 does not form part of this Boards Report.

19. COMPLIANCES OF SECRETARIAL STANDARDS

The Company is in compliance with all the applicable standards issued by the Institute of Company Secretaries of India.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information. The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Company.

21. PARTICULARS OF EMPLOYEES

The Company has no employee, who is in receipt of remuneration of Rs 8,50,000/- per month or Rs 1,02,00,000/- per annum and hence the Company is not required to give information under sub rule 2 and 3 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further the following details forming part of Annexure IV to the Board Report.

Pursuant to Rule 5(2) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 statement containing the names and other PARTICULARS of Top Ten employees in terms of remuneration drawn by them Disclosure Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as an Annexure V.

23. AUDITORS

(a) Statutory Auditor

The Board of Director places on record its appreciation on the services provided by M/s. D. B. Ketkar & Co., Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

In accordance with the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, the shareholders of the Company at the 22nd Annual General Meeting held on 24th July, 2017 had appointed M/s. D. B. Ketkar & Co., Chartered Accountants, Mumbai (having Firm Registration No. 105007W) as Statutory Auditors of the Company, for a period of 5 years i.e. till the conclusion of the 26th Annual General Meeting to be held in the year 2022 subject to ratification of their appointment by member at every Annual General Meeting, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every Annual General Meeting has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors for the financial year 2019-2020 at the ensuing Annual General Meeting and a note in respect of same has been included in the Notice for this Annual General Meeting.

M/s. D. B. Ketkar & Co., Chartered Accountants, have consented to act as a Statutory Auditors of the Company and also confirmed that their appointment is as per the provisions of Section 141 of the Companies Act, 2013 and Rule 4 of Companies (Audit and Auditors) Rules, 2014.

(b) Secretarial Auditor

As required under provisions of Section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the Company, M/s Mishra & Associate, Practicing Company Secretaries, for conducting the Secretarial Audit for the FY 2018-19.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial Year ended on March 31, 2019 is attached to the Directors Report as Annexure- VI. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

(c) Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, Board has appointed M/s. V. R. Sabnis & Associates, Chartered Accountants to conduct the Internal Audit of the Company for the Financial Year 2018-19.

24. DET AILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT OR TRIBUNAL

There were no significant and material orders issued against the Company by an regulating authority or court or tribunal that could affect the going concern status and companys operation in future.

25. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

There are no material changes and commitments affecting the financial position of the Company between the year and the date of this Report.

26. VIGIL MECHANISM

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine whistle blowers are accorded complete protection from any kind of unfair treatment or victimization.

The said policy is also available on the website of the Company at www.ttspl.in under the head investor section.

27. FRAUD REPORTING

There were no frauds disclosed during the Financial Year.

28. CODE OF CONDUCT

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.

29. INSIDER TRADING

The Board has in consultation with the Stakeholders Relationship Committee laid down the policy to regulate and monitor the Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading. The Company has also adopted a Prohibition of Insider Trading Policy.

During the year under review, in compliance with the amendments to the SEBI Insider Regulations, the Company adopted the following effective 1 April 2019:

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives

The Policy was approved by the Board and same was uploaded on the Companys website www.ttspl.in under the tab investors.

30. MEANS OF COMMUNICATION

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as Companys Website and stipulated communications to Stock Exchange where the Companys shares are listed for announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, Companys Policies etc.

31. HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on ongoing basis. Numbers of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

32. WEBSITE

The Company has a website addressed as www.ttspl.in. Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

33. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on Directors appointment including criteria for determining qualifications, positive attributes and independence of a Director as well as policy relating to Remuneration of Key Managerial Personnel and other employees and other matters as provided in Section 178(3) of the Act, is appended as an Annexure VII to this Report.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder, the Company has formed an Internal Complaints Committee and also framed and adopted the policy for Prevention of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2018-19.

No. of Complaints Received : NIL

No. of Complaints Disposed of : NIL

The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the District

Officer, Mumbai pursuant to the section 21 of the aforesaid Act and Rules framed thereunder.

35. ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to the Bankers, Financial Institutions, Government Authorities, Customers, Vendors, Consultants, Advisors and Members for their direct and indirect co-operation and look forward to their continued support in the future.

Your Directors acknowledge the support and co-operation received from employees and all those who have helped in day to day management of the Company.

For and on behalf of the Board
FOR TOTAL TRANSPORT SYSTEMS LIMITED
SANJIV ARVIND POTNIS
PLACE: MUMBAI DIRECTOR
DATE: 26th JULY, 2019 DIN: 00102090

ANNEXURE TO THE BOARD REPORT

ANNEXURE I FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARMS LENGTH BASIS

(a) Name(s) of the related party and nature of relationship

Related Party Relationship
NIL
(b) Nature of contracts/arrangements/transactions
PARTICULARS Amount (Rs.)
NIL
(c) Duration of contracts/arrangements/transactions

 

contracts/arrangements/transactions From To
NIL

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions: NIL

(f) date(s) of approval by the Board

Sr. No. PARTICULARS Amount (Rs.)
NIL

(g) Amount paid as advances, if any:

Contracts or arrangements or transactions Amount of Advance (Rs.)
NIL

DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENT OR TRANSACTIONS AT ARMS LENGTH BASIS

(a) Name(s) of the related party and nature of relationship

Sr.No. Related Party Relationship
1. CP World Logistics India Private limited Subsidiary
2. Total Transport Systems Private Limited (Nepal) Subsidiary
3. One World Logistics Private Limited Subsidiary
4. Mr. Sanjiv Arvind Potnis Director
5. Mr. Shrikant Damodar Nibandhe CFO
6. Mr. Makarand Prabhakar Pradhan CEO
7 Mrs. Leena Salvi Director
8 Seedeer (India) E-Commerce Private Limited Associate
9 Total Cargoport India Private Limited Common Director
10 Jag Software Solution Private Limited Common Director
11 WSA SHPG Bombay Private Limited Common Director
12 CLA Express Private Limited Common Director

(b) Nature of Contracts/Arrangements/Transactions

Sr. No. PARTICULARS Amount (Rs.)
1. Salary to Mr. Sanjiv Arvind Potnis 48,00,000
2. Salary to Mr. Shrikant Damodar Nibandhe 48,00,000
3. Salary to Mr. Makarand Prabhakar Pradhan 48,00,000
4. Unsecured loan from CP World Logistics India Private limited 45,24,302
5. Unsecured loan from Mr. Shrikant Damodar Nibandhe 7,906
6. Unsecured Loan from Mr. Sanjiv Arvind Potnis 9,47,338
7. Unsecured loan from Ms. Leena Prashant Salvi 42,46,475
8. Support Charges to Total Transport Systems Private Limited (Nepal) 24,23,250
9. Support Charges to One World Logistics Private Limited 66,11,276
10. Unsecured Loan to Total Transport Systems Private Limited (Nepal) 3,46,054
11. Unsecured Loan to Seedeer (India) E-Commerce Private Limited 38,466
12. Loans & Advances to One World Logistics Private Limited 34,66,000

(c) Duration of contracts/arrangements/transactions

Sr. No. Contracts/Arrangements/Transactions From To
1. Transactions 01/04/2018 31/03/2019
2. Transactions 01/04/2018 31/03/2019

(d) Salient terms of the contracts or arrangements or transactions including the value, if any All the Transactions are entered in the Ordinary Course of Business

(e) Justification for entering into such contracts or arrangements or transactions

Not Applicable

(f) date(s) of approval by the Board: 26th April 2018

(g) Amount paid as advances, if any: NA

For and on behalf of the Board
FOR TOTAL TRANSPORT SYSTEMS LIMITED
SANJIV ARVIND POTNIS
PLACE: MUMBAI DIRECTOR
DATE: 26th JULY 2019 DIN: 00102090

ANNEXURE – II TO THE BOARD REPORT

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures Part A: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sr. No. PARTICULARS Subsidiary 1 Subsidiary 2 Subsidiary 3
1 Name of the subsidiary CP World Logistics India Private Limited OneWorld Logistics Private Limited Total Transport Systems Private Limited
2 The date since when subsidiary was acquired 23-12-2008 16-02-2010 22-12-2011
3 Reporting period for the subsidiary concerned, if different from the holding companys reporting period NA NA NA
4 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries NA NA Reporting Currency: Nepalese Rupees (NR) Exchange rate: 1 INR= 1.60NR
5 Share capital 1,00,000 10,00,000 25,00,000
6 Reserves and surplus 15,49,985 (1,13,18,210) 14,51,826
7 Total assets 1,06,10,965 11,812 69,25,783
8 Total Liabilities 1,06,10,965 11,812 69,25,783
9 Investments NIL NIL NIL
10 Turnover 6,79,25,851 NIL 2,49,10,304
11 Profit before taxation (28,15,830) (66,22,903) 11,31,258
12 Provision for taxation NIL NIL 2,00,147
13 Profit after taxation (28,15,830) (66,22,903) 9,31,111
14 Proposed Dividend NIL NIL NIL
15 Extent of shareholding (in percentage) 99.99% 99.99% 64.00%

Part B: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associates or Joint Ventures Seedeer (India) E-Commerce Private Limited
Latest audited Balance Sheet Date 31st March 2019
Date on which the Associate or Joint Venture was associated or acquired 23rd August, 2018
Shares of Associate or Joint Ventures held by the company on the year end
No. of Shares 45,000
Amount of Investment in Associates or Joint Venture 4,50,000
Extent of Holding (in percentage) 30%
Description of how there is significant influence By virtue of Shareholding
Reason why the associate/joint venture is not consolidated NA
Net worth attributable to shareholding as per latest audited Balance Sheet -
Profit or Loss For the year
i. Considered in Consolidation NA
ii. Not Considered in Consolidation NA

1. Name of associates or joint ventures which are yet to commence operations: Seedeer (India) E-Commerce Private Limited

2. Names of associates or joint ventures which have been liquidated or sold during the year: NA

ANNEXURE - IV

Disclosure as per Section 197(12) of Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(a) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year ending March 31, 2019 and

(b) The Percentage Increase in Remuneration of Each Director, Chief Financial Officer and Company Secretary during the Financial

Year ending on March 31, 2019

Name of the Director Designation Ratio of remuneration of each Director to median remuneration of employees % increase in remuneration in FY 2018-19
Mr. Sanjiv Arvind Potnis Managing Director 8.50 NA
Ms. Leena Prashant Salvi Non-Executive Director
Ms. Vrinda Makarand Pradhan Non-Executive Director
Ms. Sneha Shrikant Nibandhe Non-Executive Director
Mr. Abhishek Ramesh Talwar Non-Executive and Independent Director Being Non-Executive Directors, only sitting fees was paid and thus ratio is not given.
Mr. Sunil Gajanan Kshirsagar Non-Executive and Independent Director
Mr. Makarand Prabhakar Pradhan CEO 7.14 NA
Mr. Shrikant Damodar Nibandhe CFO 7.75 NA
Mr. Bhavik Trivedi Company Secretary 96.63 11.87

Notes:

1. The percentage increase in the medianremunerationofemployeesinthefinancial 95% year 2018-19is 10.

2. The number of permanent employees on the rolls of the Company in the financial year 2018-19 is .

3. Average remuneration increase for non - managerial personnel of the Company during the financial year was 10%

Remuneration increase is depending on the Companys performance as a whole, individual performance level and also market benchmarks.

4. It is hereby affirmed that that the remuneration paid is as per the remuneration policy of the Company.

ANNEXURE - VII

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Committee, in compliances with Section 178 of the Companies Act, 2013 read along with applicable rules thereto and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

APPLICABILITY:

The Policy is applicable to i. Directors (Executive and Non -Executive) ii. Key Managerial Personnel iii. Senior Management Personnel iv. Employees

Constitution of the Nomination and Remuneration Committee:

The Board has the power to constitute/ reconstitute the Committee from time to time in order to make it consistent with the Companys policy and applicable statutory requirement. At present, the Nomination and Remuneration Committee comprises of following Directors: i. Mr. Sunil Gajanan Kshirsagar, Chairman (Non -Executive Director and Independent Director) ii. Mr. Abhishek Ramesh Talwar, Member (Non -Executive Director and Independent Director) iii. Ms. Leena Prashant Salvi, Member (Non- Executive Director)

GENERAL APPOINTMENT CRITERIA: i. The Committee shall consider the ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and accordingly recommend to the Board his / her appointment. ii. The Company should ensure that the person so appointed as Director/ Independent Director/ KMP/ Senior Management Personnel shall not be disqualified under the Companies Act, 2013, rules made there under or any other enactment for the time being in force. iii. The Director/ Independent Director/ KMP/ Senior Management Personnel shall be appointed as per the procedure laid down under the provisions of the Companies Act, 2013, rules made there under, or any other enactment for the time being in force. iv. The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director/Manager who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

TERM / TENURE:

The Term / Tenure of the Directors shall be governed as per provisions of the Companies Act, 2013 and rules made there under as amended from time to time.

i. Managing Director/Whole-time Director/Manager (Managerial Person):- The Company shall appoint or re-appoint any person as its Managerial Person for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

ii. Independent Director: - An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards Report. No Independent Director shall hold office for more than two consecutive terms, but such

Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves as an Independent Director.

REMUNERATION:

The Committee will recommend the remuneration to be paid to the Managing Director, Whole Time Director, KMP and Senior Management Personnel to the Board for their approval. The level and composition of remuneration so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate directors, Key Managerial Personnel and Senior Management of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration should also involve a balance between fixedand incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals:

GENERAL: i. The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required. ii. The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force. iii. Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Person. Increments will be effective from the date of reappointment in respect of Managerial Person and 1st April in respect of other employees of the Company. iv. Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

REMUNERATION TO MANAGERIAL PERSON, KMP AND SENIOR MANAGEMENT:

i. Fixed pay: Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force. The break-up of the pay scale and quantum of perquisites including, employers contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

ii. Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central Government.

iii. Provisions for excess remuneration: If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

REMUNERATION TO NON-EXECUTIVE / INDEPENDENT DIRECTOR:

i. Remuneration / Commission: The remuneration / commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force.

ii. Sitting Fees: The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

iii. Limit of Remuneration /Commission: Remuneration /Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.