trans freight containers ltd share price Directors report


To,

The Shareholders

Your Directors present their 49th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2023.

FINANCIAL RESULTS:

31/03/2023 31/03/2022
Profit/(Loss) before Interest, Depreciation & Taxation 682.36 222.20
Less: Depreciation 0.60 4.46
Profit / (Loss) before tax during the year 681.76 217.74
Profit / (Loss) after tax during the year 586.32 197.05
Profit/ (Loss) brought forward from previous year (3578.26) (3689.15)
Profit / (Loss) before Appropriation (2991.94) (3492.10)
Adjustment of prior period Tax (2.38) (86.15)
Balance Carried to Balance Sheet (2994.32) (3578.26)

DIVIDEND:

In view of accumulated losses, your Directors are unable to recommend any dividend for the financial year ended 31st March, 2023.

TRANSFER TO RESERVES:

During the year under review, no amount was transferred to general reserves.

PERFORMANCE:

The turnover of your Company for the year ended March 31, 2023 was Rs. 0.61 as against Rs.Nil in the previous year. Your Company has earned a Profit of Rs.682.36-before Depreciation and Taxation as against a profit of Rs.222.20 in the previous year. However, Profit of Rs. 679.56 is arising out of sale of land. After providing Depreciation of Rs. 0.60 (Previous year Rs. 4.46 your Company has a net profit of Rs. 681.76 as against a net profit of Rs.217.74 in the previous year. Your Companys manufacturing activities of ISO Marine Cargo Container remains suspended as container production has not yet become viable.

Share Capital:

The Company has not issued any shares during the financial year 2022-23 and therefore the Share Capital remained same during the said year.

Current Status:

The Company has stopped completely the manufacturing activities and does not have any plans to enter into any such activities in future.

Changes in Nature of Business and Revision in the Boards Report:

There is no change in the nature of business of the Company during the year and hence there is no revision made in the Boards Report.

Directors and Key Managerial Personnel:

(1) Directors:

a) Mr. Badal M. Mittal (DIN: 00076143),Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

b) Mr. Nikhil Dalmia (DIN: 01346777,) Independent Director of Company has resigned from the Board of the Company w.e.f. 13th February,2023.

c) Re-appointment of Mr. Badal M. Mittal (DIN: 00076143), as Whole-time Director of the Company with effect from 3rd December, 2023 till 2nd December, 2028 for 5 (five) consecutive years subject to approval of shareholders at the ensuing Annual General Meeting.

d) Re-appointment of Mr. Narendra K. Mundra (DIN: 00152388), as an Independent Director of the Company with effect from 3rd December, 2023 till 2nd December, 2028 for a term of 5 (five) consecutive years subject to approval of shareholders at the ensuing Annual General Meeting.

e) There is no other change in the composition of the Board of directors.

(2) Key managerial Personnel:

The Company has following Key Managerial Personnel:

Sr. No. Name of the Person Designation
1 Shri Badal M. Mittal Whole-time Director
2 Shri Chandrabhan R. Singh Chief Financial Officer
3 Smt. Pushpalata V. Mishra Company Secretary

(3) Declaration by Independent Directors:

The Company has received necessary declarations from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the rules made there under and are independent of the management.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, Composition of the Board and its Committees, performance of specific duties, obligations and governance.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The performance evaluation of the chairman and the Non-Independent Directors was carried out by Independent Directors. The Board of Directors expressed its satisfaction with the evaluation process. Similarly, the Board has evaluated the performance of Independent Directors without their presence in the meeting.

The Company has as recommended by Nomination and Remuneration Committee formulated a Policy for determining qualifications, positive attributes and independence of a Director and relating to the remuneration for the directors, key managerial personnel and other employees.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by your

Directors they make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 and

hereby confirm that: -

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

b. the directors have selected such accounting policies and applied consistently to the affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date;

c. the directors 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 directors have prepared the annual accounts on a going concern basis; and the directors have laid down proper systems financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

e. Proper internal financial controls were laid down and such internal financial controls were adequate and were operating effectively; and

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

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

Information as required under Rule 5(2) & 5 (3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 are as under.

1. Top Ten Employees in terms of remuneration drawn during the year

Sr. No. Name Designation/ Nature Duties Remuneration Qualification Experience (in years) Date of Commence of Employment Age (in years) Last Employment Held
1 Mrs. Pushpalata Mishra Company Secretary 3,24,000 C.S. 13 01.08.2019 42 NA
2 Mr. Chandrabhan R. Singh Chief Financial Officer 2,95,120 B.Com., DIEM 37 01.08.1985 62 NA
3 Mrs. Pranita P. Mulgaonkar Accounts Assistant 3,70,642 B.A. 33 20.06.1991 55 Goa Urban Co-op. Bank
4 Mrs. Pushpa Singh Accounts Assistant 2,95,120 H.S.C. 11 01.04.2012 58 NA
5 Mrs. Catherine L. Kangare Stenographer 1,89,777 F.Y.B.Com 25 26.08.1996 64 Western Rolling Mills Ltd.
6 Mr. Santosh Singh Yadav Store Manager 3,23,345 B.A. 41 09.12.1981 66 NA
7 Mr. Mohammed M. Ansari Accounts Clerk 2,34,116 H.S.C. 29 24.11.1992 48 NA

There are only 7 employees of the Company.

2. Details of Employees who were:

a) Employed throughout the Financial Year under review and were in receipt of remuneration for the Financial Year in the aggregate of not less than Rs. 1,02,00,000 per annum- NIL

b) Employed for the part of the Financial Year under review and were in receipt of remuneration at the rate of not less than 8,50,000/-per month: NIL

c) There was no employee either throughout the financial year or part thereof who was in receipt of remuneration which in the aggregate was in excess of that drawn by the Managing Director or Wholetime Director and who held by himself or along with his spouse or dependent children two percent or more of the Equity Shares of the Company.

d) None of the above employees is a relative of any Director of the Company.

Disclosure under Section 197(12) of the Companies Act, 2013 and other Disclosure as per Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014:

Since none of the Directors is in receipt of any remuneration, the ratio of remuneration to the median remuneration of the employees is not applicable.

Disclosure under Section 197(14) of the Companies Act, 2013

The Company does not have any holding or subsidiary Company and therefore the question of receiving any remuneration or commission by the executive Director of the Company from any of the holding or subsidiary Company does not arise.

Number of Board Meetings:

During the Financial year, total 4 (Four) meetings of the Board of Directors were held on 27.05.2022, 12,08.2022, 14.11.2022 and 13.02.2023 respectively.

Following committees have been constituted by the Board of Directors:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee Composition of Audit Committee:

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

Composition of Nomination and Remuneration Committee

The details pertaining to the composition of Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms part of this report.

Composition of Stakeholders Relationship Committee

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

Corporate Social Responsibility:

As per Audited Statement of Profit and Loss, there is net profit of Rs. 681.76 before providing for Income Tax. However, there is a profit of Rs. 679.56 on sale land which is not to be included in profit as per provisions of Section 198(3) of the Companies Act, 2013 for applicability of CSR. Thus the remaining net profit before tax comes to Rs. 2.19. Since, the Company does not meet any of the criteria prescribed under Section 135 the Comapnies Act, 2013, the provisions of applicability of Corporate Social Responsibility are not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHNAGE EARNINGS & OUTGO:

(A) Presently, the Company is not engaged in any manufacturing activity and therefore the provisions relating to conservation of energy and technology absorption are not applicable to it. However, adequate measures are being taken to reduce energy consumption, wherever possible.

(B) The company has neither acquired nor absorbed any technology during the year under review.

(C) Foreign Exchange Earning- Nil Foreign Exchange Outgo- Nil

LISTING OF SHARES:

The Shares of your company are listed on BSE Ltd. The company has paid Annual Listing Fee for the year 2023- 2024 and also Annual Custodian Fees in respect of Shares held in dematerialization mode to NSDL and CDSL for the year 2023-24.

STATUTORY AUDITORS:

M/s. Ramanand & Associates, Chartered Accountants (ICAI FRN:117776W) were appointed as the Statutory Auditors of the company to hold office from the conclusion of 48th Annual General Meeting held in the year 2022 till the conclusion of 49th Annual General Meeting of the Company to be held in the year 2023.

The Company has received a certificate from the said Auditors to the effect that if they are re-appointed, the re-appointment would be in accordance with the provisions of Section 141 of the Companies Act, 2013. Accordingly, approval of the members for the re-appointment of M/s. Ramanand & Associates, Chartered Accountants, as Statutory Auditors of the Company for 1(One) year to audit the accounts of the Company for the financial year 2023-24 is being sought at the ensuing Annual General Meeting of the Company. The Members are requested to consider the re-appointment of Statutory Auditors of the Company for period of 1(One) year from the conclusion of this Annual General Meeting until the conclusion of the 50th Annual General Meeting to be held in the year 2024.

AUDITORS REPORT:

There are no remarks or qualifications in the Auditors Report requiring any specific explanation.

During the F.Y 2022-23 there was no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204(1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company had appointed M/s. K. C. Nevatia & Associates, a firm of Company Secretaries in Practice (C. P No. 2348) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as "Annexure - A" and forms an integral part of this Report.

Directors Explanation to Qualification in Secretarial Audit Report:

a) The Board of Directors is making its best efforts to persuade all the promoters to get their shares demated.

b) Designing work of website was in process during the Financial year 2022-23 and same has been launched after 31st March,2023

Annual Return:

The Annual Return of the Company as on March 31,2023 is available on the Companys website and can be accessed at https://tfcl.in/.

Compliance Certificate of the Auditors:

The Company has obtained a certificate from the statutory auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and the same is annexed hereto as Annexure-B.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance as required under Listing Regulations, 2015 is annexed as "Annexure - C" hereto.

The details of significant and material order passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

No such order was passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

Internal Control Systems:

Adequate internal control systems commensurate with the nature of the Companys business and size of its operations are in place. Adequate measures are taken to utilize the assets and resources of the Company economically and efficiently. The Board continued to review the internal control system from time to time.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the financial year end of the company to which financial results relate and the date of this report:

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

Particulars of loans, investments and securities:

The details of Loans, Securities and Investments as covered under the provisions of section 186 of the Companies Act, 2013 are given in the Note No. 5 & 7 to Financial Statements.

Particulars of contracts or arrangement with related parties:

The Company has not entered into any transaction with any of the related party during the year under review. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted and therefore disclosure in form AOC-2 is not required.

Risk Management Policy:

The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in identifying, assessing and managing risks that the operations of the Company are exposed to. Risk is managed by the Board through appropriate structures that are in place at the Company.

Cost Audit:

The maintenance of cost records has not been specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013 in respect of the activities carried on by the Company.

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

The Company has zero tolerance towards sexual harassment at the workplace. Internal complaint committee has been set up to redress complaints regarding sexual harassment. During the year under review, there were no instances of sexual harassment of women at workplace pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

On behalf of the Board of Directors,
BADAL M. MITTAL
Whole-time Director
DIN: 00076143
ANIL S. MITTAL
Place: Mumbai Director
Date: 11th August, 2023 DIN: 00040337