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 |
|
+91-9892691696
