Trans Asia Corporation Ltd Directors Report.

To,

The Members,

Your Directors take pleasure in presenting the 26th Annual Report on the business and operations of the Company alongwith the Audited Statement of Accounts of your Company for the financial year ended 31" March, 2020:

FINANCIAL POSITION OF THE COMPANY

Financial summary of the Company for the year under review along with figures for previous year are as follows:

(Rs. in Lacs)

Particulars 31.03.2020 31.03.2019
Sales & Other Income 0.00 0.00
Profit/ (Loss) before depreciation (8.24) (6.57)
Less: Depreciation 0.00 0.00
Profit/ (Loss) before Tax (8.24) (6.57)
Less:
Provision for Tax
Current Tax 0.00 0.00
Earlier Tax (8.24) (7.95)
Deferred Tax 0.00 0.00
Less: Exceptional items 0.00 0.00
Less: Extra-Ordinary items (8.24) (116.88)
Net Profit/ (Loss) after Tax & Adjustments (8.24) (131.40)

PERFORMANCE

The Company incurred loss of Rs. 8.24 lacs as compared to that of Rs. 131.40 lacs in the previous year. Your Directors are hopeful of achieving better results in the current year.

DIVIDEND

Owing to the continuous losses incurred by the Company, your Directors regret their inability to declare any dividend during the year under review.

MARKETING STRATEGY

Your Company is making efforts to implement new plans and strategies and diversify the existing range of products so that the Company obtains new synergies in Global trade, as well as Domestic trade. Further, with the favourable government policies to aid the Production and Manufacturing of Goods and Services and the development in Foreign Trade and Foreign direct investment policies, your Directors are hopeful that the Company will be able to maximize its opportunities for growth and development in the near future.

FUTURE OUTLOOK

The Company has long term and short term plans for new products, marketing strategies and tie up with other entities which are being implemented from time to time. Implementation of new plans will make possible for your Company to achieve the targets.

It is expected that while the growth in profitability would be a challenge, the concrete plans and strategies which are afoot should see growth in turnover and profits in the years to come.

FINANCE

Your Directors are pleased to announce that your Company is a Zero Debt Company and it does not have any liability for loans and interest burden thereof.

SHARE CAPITAL & LISTING

Your Directors are pleased to announce that your Company has obtained connectivity with Central Depository Services Limited (CDSL) and National Depository Services Limited (NSDL) to provide facilities to all members, investors and shareholders and to hold the shares in dematerialised form. Equity shares of the Company can be held in electronic form with any depository participant (DP) with whom Members / Investors have their Demat Accounts. The Equity Shares of the Company are listed and being traded with the Bombay Stock Exchange.

DIRECTORS

In order to ensure compliance with Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, the Board has considered Mr. Vikram Khandelwal as liable to retire by rotation.

In accordance with the provisions of the Companies Act, 2013, Mr. Vikram Khandelwal, being longest in office, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The position of the Board of Directors as on 31" March, 2020 is as follows:

Mr. Sushilkumar Chokhani, Mr. Manish Sinvhal, Directors of the Company continue to hold Directorship in the Company.

Mrs. Varda Pandya, Independent Women Director of the Company resigned from the directorship of the Company with effect from 9th May, 2019. The Board places on record its appreciation for the services rendered by them during their tenure.

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided in sub-section (6).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, the Directors of the Company confirm that:

(i) That in the preparation of the annual accounts for the Financial Period ended 31st March, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial Period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts on a going concern basis.

(v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2019-20, Five meetings of the Board of Directors of the company were held; please refer to the Corporate Governance Report, which form part of this report.

DEPOSITS

Your Company has neither invited nor accepted/renewed any "deposit" from public within the meaning of the term "Deposits" under the Companies (Acceptance of Deposits) Rules 2014, as amended from time to time.

COMPANY SECRETARY

During the year, Ms. Bhagyashree Bardia, an associate member of the Institute of Company Secretaries of India, has been appointed as Whole-time Company Secretary w.e.f 30*^ August, 2019.

AUDITORS AND THEIR REPORT

At the twenty-third AGM held on September 29, 2017, the Members approved appointment of Shah & Taparia Chartered Accountants, (Firm Regn. No. 109463W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the twenty-eighth AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM 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 at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

The report of the auditors M/s. Shah & Taparia, Chartered Accountants, to the shareholders is a part of the Annexure. The notes to the Accounts, that are a part of the financial statements, are self-explanatory and need no further clarifications or explanations.

CORPORATE GOVERNANCE

Your Company is committed to follow the guidelines of SEBI and Stock Exchanges from time to time. Your Company implemented most of its major stipulation as applicable to the Company. The Statutory Auditors {M/s. Shah & Taparia, Chartered Accountants} certificate dated 1st September, 2020 in accordance with provisions of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 and a report on Corporate Governance is annexed hereto and forming part of the Directors Report.

STATUTORY INFORMATION

A. CONSERVATION OF ENERGY

The Particulars required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to the Company. However, considering the importance of conservation of energy and the benefits derived out of it, the Company has introduced various measures that involve the conservation. The measures adopted including using power savers wherever possible, less power consuming electrical fittings etc.

The employees are also made aware of the advantages of conserving power and to implement it by using natural lighting and ventilation wherever possible. However, the Company has not incurred any major expenditure on this account.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, transactions in Foreign Exchange are as under:

Foreign Exchange Earnings : Nil (Previous Year — Nil)

Foreign Exchange Outgo : Nil (Previous Year — Nil)

C. RESEARCH AND DEVELOPMENT (R&D). TECHNOLOGY ABSORPTION. ADAPTATION & INNOVATION

The Company has neither carried out any Research and Development activities nor absorbed/adapted/innovated any Technology during the financial year under review. Hence, the Company has not incurred any expenditure under this category.

D. PARTICULARS OF EMPLOYEES

During the year under review, there were no employees drawing remuneration of Rs. 60,00,000 p.a. or Rs. 5,00,000/- p.m. or more. Hence there is no information to be provided in accordance to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

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

There were no loans, guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review. The particulars of investments are contained in Note 8 forming part of audited statement of accounts.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered into with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arms length pricing basis and none of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. There are no matters, which need to be disclosed in relation to the related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 and hence disclosure in Form AOC-2 is not provided.

EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no adverse comments, qualifications or reservations or adverse remarks in the Secretarial Audit Report. The report given by the Secretarial Auditor is self-explanatory and need no further clarifications or explanations.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other

related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in "Annexure B" and is attached to this report.

ANNUAL RETURN SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The details of financial performance of Subsidiary/ Joint Venture/Associate Company are furnished in "Annexure A" and attached to this report.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Statement showing the details regarding the development and implementation of Risk Management Policy of the Company have been stated in the Management Discussion and Analysis Report. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Shruti Somani, Secretarial Auditors to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C".

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

HUMAN RESOURCE

Your Company believes in the philosophy of communicating with the entire team in a two way process. Company also believes in the principal of proper delegation of authority which results in uplift of Commitment level, responsibility and accountability of entire team right from Managing Director to Lowest level of administration. Every effort is made to implement the suggestions received and to encourage staff for more suggestions and discussions for ongoing improvement.

CUATIONARY STATEMENT

Statement in the Directors Report & Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include cyclical demand, changes in government regulations, tax regimes, economic development and other ancillary factors

ACKNOWLEDGEMENT

Your Directors wishes to place on record their sincere thanks to the valuable clients, vendors, investors, banks, business associates, consultants and advisors for their keen involvement with the Companys affairs and business and look forward for their continued support in the future.

Your Directors make a special mention and their deep sense of appreciation to the employees of the Company for their continued effort and contribution for the potential growth of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF TRANS ASIA CORPORATION LIMITED
Sd/- Sd/-
(VIKRAM KHANDELWAL) (SUSHIL CHOKHANI)
DIN 01577020 DIN 00471693
CHAIRMAN & MANAGING DIRECTOR
DIRECTOR