total transport systems ltd Directors report


To

The Members,

Total Transport Systems Limited

Address: 7thFloor, TSquare, Opp. Chandivali

Petrol pump, Sakinaka, Andheri (East), Mumbai400072, Maharashtra, India

Your directors take pleasure in presenting the 28th Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31, 2023.

1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS:

a. Financial Results

The Companys performance during the year ended March 31, 2023, as compared to the previous financial year, is summarized below:

Particulars

Standalone Consolidated
20222023 20212022 20222023 20212022
Income 52346.48 53057.28 59070.38 58365.08
Less: Expenses 50570.65 51488.02 58085.56 57010.34
Profit / (Loss) before Tax 1775.83 1569.26 984.82 1350.11
Less: Provision for Tax
Income Tax of earlier years w/off
Exceptional Income
Exceptional Expenditure
Profit After Tax 1319.54 1121.33 522.30 912.18

 

APPROPRIATION:

Interim Dividend 120.95
Final Dividend
Tax on distribution of dividend
Transfer of General Reserve
Balance carried to Balance sheet 7690.56

b. Companys Performance Review:

The Company continues to see marginal growth in its overall performance in the financial year 20222023. 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, 2023, the Companys total Revenue from operations is INR 52,221.82 Lakhs as against INR 53,014.46 Lakhs in the corresponding previous Financial Year ended March 31, 2022.

The Profit/(Loss) after tax for the Financial Year ended March 31, 2023, is INR 1319.54 Lakhs as against Profit of INR 1,121.33 Lakhs in the corresponding previous Financial Year ended March 31, 2022. ii. Consolidated Financial Highlights

During the Financial Year ended March 31, 2023, the Companys total Revenue from operations is INR 59,070.38/ Lakhs as against INR 58,365.08/ Lakhs in the corresponding previous Financial Year ended March 31, 2022.

c. Operations and Change in nature of business, if any:

The Company continues to be engaged in the activities 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 financial year under review.

d. Share Capital:

During the year under review, there has been a change in the Authorized, Issued, Subscribed, and Paidup Share Capital of the Company due to preferential issue done during the year under review.

As of March 31, 2023, the Authorized Share Capital of the Company is INR 17,00,00,000/ divided into 1,70,00,000/ equity shares of INR 10/ each.

Further, the Issued, Subscribed, and Paidup Share Capital of the Company as of March 31, 2023, is INR 16,12,69,730/ divided into 1,61,26,973/ equity shares of INR 10/ each.

e. Dividend:

The company has declared the Interim Dividend during the financial Year 20222023 at Board Meeting dated February 09, 2023, for an amount of INR 0.75 per share amounting to INR 120.95 Lakhs.

However, with a view to conserve the available resources, your directors have thought it is prudent not to recommend any final dividend for the financial year 2022 2023 under review.

f. Unpaid Dividend and IEPF:

During the year under review:

Neither the Company was liable to, nor the Company has transferred any amount to the Investor Education & Protection Fund (IEPF) and

No amount is lying in Unpaid Dividend A/c of the Company for F.Y. 20222023.

g. Disclosure with respect to demat suspense account / unclaimed suspense account:

Not Applicable

h. Transfer to Reserves:

The Company has not transferred any amount to General Reserve Account during the financial year under review.

i. Report on performance of Subsidiaries, Associates and Joint Venture:

During the year under review, the Company has Two Wholly Owned Subsidiaries and Two Subsidiary Companies.

Also, the Company has entered into a One Joint Venture Agreement.

The Details of the Subsidiary and Joint Venture are given below:

Subsidiary Companies: 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. The authorized Share Capital of the Company is INR 50,00,000/ divided into 5,00,000 equity shares of INR 10/ each and the Issued, Subscribed, and Paidup Share Capital of the Company is INR 1,00,000/ divided into 10,000 equity shares of INR 10/ each.

The Company has a 99.99% equity stake in CP World Logistics India Private Limited and CP World Logistics India Private Limited has thus become a 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 08, 2010. The authorized Share Capital of the Company is INR 10,00,00,000/ divided into 1,00,00,000 equity shares of INR 10/ each and Issued, Subscribed, and Paidup Share Capital of the Company is INR 2,30,76,920/ divided into 23,07,692 equity shares of INR 10/ each.

The Company has a 99.99% equity stake in Oneworld Logistics Private Limited and Oneworld Logistics Private Limited has thus become a wholly owned subsidiary of the Company under Section 2(87) 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 the Companies Act, 2006 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 a Subsidiary Company under Section 2(87) of the Companies Act, 2013.

iv. RN Freight Forwarders Private Limited:

RN Freight Forwarders Private Limited (CIN: U63090MH2010PTC207563), is a Private Limited Company incorporated on September 13, 2010. The authorized Share Capital of the Company is INR 41,00,000/ divided into 10,000 equity shares of INR 10/ each and 40,000 NonCumulative, Convertible Preference Shares of INR 10/ each and

Issued, Subscribed, and Paidup Share Capital of the Company INR 41, 00,000/ divided into 10,000 equity shares of INR 10/ each and 40,000 NonCumulative, Convertible Preference Shares of INR 10/ each

The Company has a 60 % equity and preference stake in RN Freight Forwarders Private Limited and has thus become a subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

Joint Venture: i. Seedeer (India) ECommerce Private Limited

Our Company entered into a Joint Venture Agreement with Seedeer (Hong Kong) ECommerce Company Limited on August 23, 2018, and formed Seedeer (India) ECommerce Private Limited. Seedeer (India) ECommerce Private Limited (CIN: U74999MH2018FTC318691), is a Private Limited Company incorporated on December 21, 2018.

The authorized Share Capital of the Company is INR 2,50,00,000/ divided into 25,00,000 equity shares of INR 10/ each and Issued, Subscribed, and Paidup Share Capital of the Company is INR 65,00,000/ divided into 6,50,000 equity shares of INR 10/ each.

The Company has 30% equity stake in Seedeer (India) ECommerce Private Limited.

Your Company has formulated a Policy for determining ‘Material Subsidiaries pursuant to the provisions of Regulation 16 of SEBI LODR Regulations, 2015.

The said Policy is available on the Companys website http://www.ttspl.in/ Document/Material_Subsidiary_ Policy.pdf of the Company.

A report on the performance and financial position of the 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 AOC1 as an "Annexure I ", 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

. j. Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.

k. 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. There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMPs, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large. All related party transactions as required under AS18 are reported in the notes to the financial statement of the

Company.

All related party transactions were placed before the Audit Committee for its approval and noting on a 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 at the below mentioned link: www.ttspl.in under the tab "Investor Section." l. Conservation of energy, technology absorption and foreign exchange earnings outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

A) Conservation of energy:

Steps taken or impact on conservation of energy

The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.

Steps taken by the company for utilizing alternate sources of energy

Nil

Capital investment on energy conservation Equipments

Nil

 

(B) Technology absorption:

Efforts made towards technology absorption

Nil

Benefits derived like product improvement, cost reduction, product development or import substitution

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Details of technology imported Nil
Year of import Not Applicable

Whether the technology has been fully absorbed

Not Applicable

If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

Not Applicable

Expenditure incurred on Research and Development

Nil

 

(C) Foreign exchange earnings and Outgo:

April 01, 2022, to March 31, 2023 [20222023]

April 01, 2021, to March 31, 2022 [20212022]

Amount in INR (In Lakhs)

Amount in INR (In Lakhs)

Actual Foreign Exchange earnings

7237.87

5,801.83

Actual Foreign Exchange outgo

7708.34

7,050.13

Annual Return:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the Annual Return as on March 31, 2023, is available on Companys website at https://ttspl.in/disclosureunderregulation46and62ofsebiregulations/annualreturnasprovidedundersection92/

n. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013:

The particulars of Loans granted, Guarantees provided, Investments made, or security provided covered under section

186 of the Companies have been disclosed in Note No. 03 and 04 of Notes to the Financial Statement.

o. Disclosure under Section 134(3)(i) of the Companies Act, 2013:

There are no material changes or commitments affecting the financial position of the Company, subsequent to the close of the Financial Year 20222023 till the date of this Report.

p. 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.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: a. Board of Directors & Key Managerial Personnel:

i. Appointment:

Mr. Sandesh Madhukar Kirkire bearing DIN: 01854553 was appointed as an Additional Independent Director for a period of 05 years subject to approval of members on April 14, 2022.

Mr. Mangina Srinivas Rao bearing DIN: 08095079 was appointed as an Additional Independent Director for a period of 05 years subject to approval of members on April 14, 2022.

Mr. Rajiv Mathuraprasad Saxena bearing DIN: 08336424 was appointed as an Additional Independent Director for a period of 05 years subject to approval of members on May 26, 2022.

All the aforementioned Directors were regularized as an Independent Directors of the Company on July 08, 2022, by the shareholders of the Company via postal ballot.

ii. Details of the Directors and KMPs resigned during the year:

There are no resignations of Directors or KMPs during the Financial Year ended March 31, 2023.

However, the term of Mr. Abhishek Talwar bearing DIN: 01059150 and Mr. Sunil Kshirsagar bearing DIN: 07781787 as Independent Directors of the Company ended on April 03, 2022.

The Directorsand Key managerial personnel as on March 31, 2023, are as below:

Name of Directors & KMPs

Designation DIN/PAN
1. Mr. Makarand Prabhakar Pradhan Managing Director 00102413
2. Mrs. Leena Prashant Salvi NonExecutive Director 07784529
3. Mr. Sanjiv Arvind Potnis Executive Director 00102090

4. Mr. Shrikant Damodar Nibandhe

Executive Director and Chief Financial Officer ("CFO") 01029115
5. Mr. Sandesh Madhukar Kirkire NonExecutive Independent Director 01854543
6. Mr. Mangina Srinivas Rao NonExecutive Independent Director 08095079
7. Mr. Rajiv Mathuraprasad Saxena NonExecutive Independent Director 08336424
8. Mr. Bhavik Shantilal Trivedi Company Secretary AGWPT7882P

b. Retirement by Rotation

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Sanjiv Arvind Potnis bearing DIN: 00102090 retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. Your directors recommend their approval.

c. Declaration by Independent Directors:

The Company has duly complied with the definition of ‘Independence according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors 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.

a) Evaluation by Independent Director

In a separate meeting of Independent Directors held on December 02, 2022, performance of nonindependent directors, performance of the Board as a whole and performance of the Chairman was evaluated, considering the views of executive director

b) Details of utilization of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32(7A) of the ListingRegulations:

During the financial year ended March 31, 2023, the Company had issued and allotted 18,20,973 equity shares of INR. 10/ each at an issue price of INR. 111.16/ per equity share, aggregating to INR. 20,24,19,359 (including securities premium of INR. 101.16/ Per Share) on October 19, 2022.

The aforesaid issuance of equity shares was made to Promoter and NonPromoter category Individuals in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended, Section 42, Section 62, and other relevant provisions of the Companies Act, 2013.

The aforementioned funds were raised to meet the longterm working capital requirements and to reduce finance cost of the Company and the funds are being utilized for the said object only as on the date of this report and there was no deviation(s) or variation(s) in the use of proceeds. c) Disqualification of Directors:

During the financial year 20222023 under review, the Company has received Form DIR8 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 has taken the same on record.

d) Remuneration / Commission drawn from holding / subsidiary Company:

None of the Directors of the Company have drawn any remuneration/commission from the Companys holding Company/subsidiary companies.

3. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES a) Board Meetings:

During the year the Board of Directors met five times at their meeting held on May 26, 2022, August 10, 2022, September 12, 2022, November 10, 2022, & February 09, 2023.

The attendance of the Board members at the Board meetings held during the year is as follows:

Name of the Directors

Designation No. of Meetings held No. of Meetings Attended
Mr. Makarand Prabhakar Pradhan Managing Director 5 5
Mrs. Leena Prashant Salvi NonExecutive Director 5 5
Mr. Sanjiv Arvind Potnis Executive Director 5 5
Mr. Shrikant Damodar Nibandhe Executive Director 5 5
Mr. Sandesh Madhukar Kirkire NonExecutive Independent Director 5 5
Mr. Mangina Srinivas Rao NonExecutive Independent Director 5 5
Mr. Rajiv Mathuraprasad Saxena NonExecutive Independent Director 5 4

b) Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 vide resolution passed at the meeting of the Board of Directors held on April 26, 2017. However, the Audit Committee was reconstituted on May 26, 2022.The composition of the Audit Committee is in conformity with the provisions of the said section and Regulation. The Audit Committee comprises of:

Name of Members

Designation
Mr. Rajiv Mathuraprasad Saxena Chairman and Member
Mr. Sandesh Madhukar Kirkire Member (Independent Director)
Mr. Sanjiv Arvind Potnis Member (Executive Director)
Mr. Mangina Srinivas Rao Member (Independent Director)

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 of the Company acts as a secretary to the

Committee.

The Audit Committee met five times during the financial year ended on March 31, 2023, at their meeting held on May 26, 2022, August 10, 2022, September 12, 2022, November 10, 2022, & February 09, 2023.

The attendance of the members at the Audit committee meetings held during the year is as follows:

Name of Members

Designation No. of Meetings held No. of Meetings Attended
Mr. Rajiv Mathuraprasad Saxena Chairman 5 5
Mr. Sandesh Madhukar Kirkire Member 5 5
Mr. Sanjiv Arvind Potnis Member 5 5
Mr. Mangina Srinivas Rao Member 5 5

During the year under review, the Board of Directors of the Company accepted all the recommendations of the Committee.

c) Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 vide resolution passed at the meeting of the Board of Directors held on April 26, 2017.

However, the Nomination & Remuneration Committee was reconstituted on May 26, 2022.

The Nomination & Remuneration Committee comprises of:

Name of Members

Designation
Mr. Sandesh Madhukar Kirkire Chairman
Mr. Rajiv Mathuraprasad Saxena Member
Mrs. Leena Prashant Salvi Member
Mr. Mangina Srinivas Rao Member

The Board has in accordance with the provisions of subsection (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 selection and remuneration for Directors, Key Managerial Personnel and Senior Management Employees.

Major criteria/gist defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

Minimum Qualification

Positive Attributes Independence Experience

The Nomination and Remuneration Policy of the Company pursuant to provisions of Section 178 (3) and (4) of the Companies Act, 2013 is published on the website of the Company at https://ttspl.in/

The Nomination & Remuneration Committee met two times during the financial year ended on March 31, 2023, at their meeting held on May 26, 2022, & August 10, 2022.

The attendance of the members at the Nomination & Remuneration committee meetings held during the year is as follows:

Name of Members

Designation No. of Meetings held No. of Meetings Attended
Mr. Sandesh Madhukar Kirkire Chairman 2 2
Mr. Rajiv Mathuraprasad Saxena Member 2 2
Mrs. Leena Prashant Salvi Member 2 2
Mr. Mangina Srinivas Rao Member 2 2

d) Stakeholder & Relationship Committee:

The Stakeholder & Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 vide resolution passed at the meeting of the Board of Directors held on April 26, 2017.

However, the Stakeholder & Relationship Committee was reconstituted on May 26, 2022.

The Stakeholder & Relationship Committee comprises of:

Name of Members

Designation
Mr. Rajiv Mathuraprasad Saxena Chairman
Mr. Sanjiv Arvind Potnis Member
Mr. Sandesh Madhukar Kirkire Member
Mr. Mangina Srinivas Rao Member

Mr. Rajiv Mathuraprasad Saxena has been appointed the Chairman of the Stakeholders Relationship Committee. The Company Secretary of the Company to acts as the Secretary of the Stakeholders Relationship Committee. The Stakeholders Relationship Committee met one time during the financial year ended on March 31, 2023, at their meeting held on November 10, 2022.

The attendance of the members at the Stakeholders Relationship Committee meetings held during the year is as follows:

Name of Members

Designation No. of Meetings held No. of Meetings Attended
Mr. Rajiv Mathuraprasad Saxena Chairman 1 1
Mr. Sanjiv Arvind Potnis Member 1 1
Mr. Sandesh Madhukar Kirkire Member 1 1
Mr. Mangina Srinivas Rao Member 1 1

e) Meeting of Independent Directors

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent Directors held their separate meeting on December 02, 2022, without the attendance of nonindependent directors and members of management, inter alia, to discuss the following:

Review the performance of nonindependent directors and the Board as a whole.

Review the performance of the Chairperson of the Company, considering the views of executive directors and nonexecutive directors; and Assess the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.

f) Vigil Mechanism for the Directors and Employees:

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on the raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concerns/grievances to the Chairman of the Board of Directors and it also 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 whistleblowers are accorded complete protection from any kind of unfair treatment or victimization.

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations.

The said policy is also available on the website of the Company at https://ttspl.in/wpcontent/uploads/2022/08/Vigil

Mechanismmin.pdf

g) Corporate Social Responsibility Policy:

The Company has in place a CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company www.ttspl.in. During the year, the Company was required to spend an amount of INR 16,25,253/ on CSR activities and the Company has spent INR 16,25,253/.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (‘Act), is annexed to this report as "Annexure II" to this Report.

h) Annual Evaluation of Directors, Committee and Board as a whole:

Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 the Board has carried out the formal annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees and the working of the Board as whole. The evaluation exercise was carried out on various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of the duties and obligations, governance issues, etc.

The manner in which the evaluation has been carried out has been explained below:

Performance Evaluation criteria: Separate exercise was carried out to evaluate the performance of individual

Directors including the Chairman by the Nomination and Remuneration committee as per the structured mechanism who were evaluated on following parameters / criteria:

Participation and contribution by a director,

Commitment (including guidance provided to senior management outside of Board / Committee meetings),

Effective deployment of knowledge and expertise,

Effective management of relationship with stakeholders,

Integrity and maintenance of confidentiality,

Independence of behavior and judgment,

Observance of Code of Conduct, and

Impact and influence

In the opinion of the Board, the Independent Directors of the Company possess relevant expertise and experience (including proficiency).

4. AUDITORS OF THE COMPANY:

a) Statutory Auditors:

Pursuant to the provisions of Section 140 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 M/s. S C M K & Co LLP, Chartered Accountants (Registration No. W100662), the Statutory Auditors of the Company who have been appointed for a term of 5 years to hold office from the conclusion of 25th Annual General Meeting till the conclusion of 30th Annual General Meeting have tendered their resignation w.e.f. August 11,

2023.

Accordingly, the Board of Directors have recommended to the members to appoint M/s S R B C & Co. LLP (Firm Registration Number: 324982E/E300003) for a period of 05 years at the ensuing annual general meeting of the Company. The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company.

The necessary resolution for appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

b) Observations of Statutory auditors on accounts for the year ended March 31, 2023:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2023 read with the explanatory notes therein are selfexplanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c) Reporting of frauds by statutory auditors under Section 143(12):

There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

d) Secretarial Auditor:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from a Practicing Company Secretary.

M/s MMJB & Associates LLP, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 20222023.

Secretarial Audit Report issued by M/s MMJB & Associates in Form MR3 for the financial year 20222023 forms part to this report "Annexure III".

Observations of Secretarial auditors for the year ended March 31, 2023:

The replies to the comments of Secretarial Auditors in Auditors Report are as follows:

Sr. No.

Observation Remark Management Response

1.

Composition of Board and Committee was not in The proposed elected Directors Mr. Mangina Rao compliance with Regulation 17(1)(b) & (c), 18(1)(b), and Mr. Sandesh Kirkire have confirmed and 19(1)(c) and 20(2A) of Listing Regulations from April agreed to join the Board but due to their previous 03, 2022, to April 13, 2022, due to completion of term assignment, it took little more time to join on the of Mr. Abhishek Talwar and Mr. Sunil Kshirsagar as Board on the desired date and resultantly there was Independent Director of the Company w.e.f. April 3, delay in weeks time. 2022.

2.

Date of appointment of Mr. Mangina Rao and Mr. It was just a typographical error, further the company Sandesh Kirkire as Independent Director on Board took steps to rectify the same but could not correct and in Committee is mentioned as April 13, 2022, that. instead of April 14, 2022, in Corporate Governance

Report filed quarterly to Stock Exchange and Form DIR12 filed with Registrar of Company

3.

The Company has not intimated Stock Exchange It was an unintentional lapse on the part of the under Regulation 30 read with Schedule III of Company and the Company will take due care Listing Regulations for altering its Memorandum of henceforth. Association.

 

4.

Website of the Company was not updated within the time limit prescribed in Regulation 46 of Listing Regulation. The Website of the Company is updated as on March 31, 2023.

5.

The details of designated persons were updated in delay with designated depository as per SEBI Circular SEBI/HO/ISD/ISD/CIR/P/202 dated September 09, 2020 It was an erroneous lapse in making the entries since formalities were in process for the appointment. Delay was unintentional and the company will take due care henceforth

6.

The Company has submitted Annual Return on Foreign Liabilities and Assets for the financial year 20212022 in delay The Company has inadvertently skipped to submit the Annual return whereas the Company will file the same for current Financial Year

7.

The Company has not submitted Form Annual Performance Report for one of the subsidiaries situated in Nepal for the Financial Year 202122. The Company has inadvertently skipped to submit the Annual return whereas the Company will file the same for current Financial Year

e) Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is not required to appoint Cost Auditor

. f) Maintenance of Cost records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

g) 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 202223.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. Details of significant and material orders passed by the Regulator or Court or Tribunal:

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

b. Directors Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2023, the Board of Directors hereby confirms 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. such accounting policies have been selected and applied consistently and the Directors 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 March 31, 2023, and of the profit/loss of the Company for that year; c. proper and sufficient care was taken 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 of the Company 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. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; c. Disclosure regarding Internal Complaints Committee under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee and also framed and adopted the policy for the Prevention of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2022

2023.

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 section 21 of the aforesaid Act and Rules framed thereunder.

d. Disclosure under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. Disclosure under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. Disclosure under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. g. Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of nonexercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

h. Disclosure of proceedings pending, or application made under Insolvency and Bankruptcy Code, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

i. Disclosure of reason for difference between valuation done at the time of taking loan from Bank and at the time of One Time Settlement:

There was no instance of a onetime settlement with any Bank or Financial Institution. j. Compliances of Secretarial Standards:

The Company is in compliance with all the applicable secretarial standards issued by the Institute of Company

Secretaries of India.

k. Particulars of Employees:

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197 (12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014the Companies Act, 2013 and the Rules made thereunder are given in "Annexure IV" to this Report.

Further the Company has no employee who is in receipt of remuneration of Rs 8,00,000 / per month or INR 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.

l. 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 "Annexure V". m. SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized webbased complaints redress system The salient features . of this system are a 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 the financial year 20222023. n. Criteria for making payments to NonExecutive Directors:

Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria for making the payments to nonexecutive directors

The policy is available on the website and can be accessed in the belowmentioned link: https://ttspl.in/wpcontent/uploads/2022/08/MakingPaymentstoNonExecutiveDirectorsmin.pdf o. Corporate Governance:

Your Company is committed to maintaining the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance. The Board considers itself as trustee of its shareholders and acknowledges its responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with these principles the company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the

Corporate Governance Report for the financial year 20222023 is presented as "Annexure VI" to this Report.

p. 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 an annual basis.

q. Insider Trading:

The Board has in consultation with the Stakeholders Relationship Committee laid down the policy to regulate and monitor 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.

r. 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 the Companys Website and stipulated communications to the Stock Exchange where the Companys shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Companys Policies etc.

s. Human Resources:

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

As on March 31, 2023, there were a total of 352 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations,

2015 to protect and safeguard the interest of the employees.

t. 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.

u. Indian Accounting Standards– IFRS Converge Standards:

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your Company has prepared the financial statements to comply in all material respects in accordance with the applicability of Indian Accounting Standards.

v. Listing on Stock Exchange:

The Equity shares of the Company listed on The National Stock Exchange of India Ltd (NSE) Main Board.

w. Depository System:

Your Companys equity shares are in Demat form only. The Company has appointed Central Depository Services India Limited (CDSL) as designated depositories to the Company.

x. Awards and Achievements:

Your Company has a long list of Awards and Recognition during its long legacy of three decades. The Company has been felicitated at various forums by valuable stakeholders in the business.

y. Annual Listing Fees to the Stock Exchanges:

Total Transport Systems Limited have listed its equity shares on the Main Board of NSE India Limited. The listing fees have been duly paid to the exchange and annual custodial fees have been paid to CDSL and NSDL for F.Y.

20222023.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board

For and on behalf of Total Transport Systems Limited

Sd/

Sd/

Makarand Prabhakar Pradhan

Shrikant Damodar Nibandhe

Managing Director

Executive Director & Chief Financial Officer

DIN:00102413

DIN:01029115

Address 7th Floor TSquare :

Address: 7th Floor TSquare
Opp. Chandivali Petrol Pump, Opp. Chandivali Petrol Pump,
Sakinaka Andheri (East) Mumbai 400072 Sakinaka Andheri (East) Mumbai 400072

Date: August 10, 2023

Date: August 10, 2023

Place: Mumbai

Place: Mumbai