Trans Freight Containers Ltd Directors Report.

To,

The Shareholders

Your Directors present their 44th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2018.

FINANCIAL RESULTS :

(Rs. In Lakhs)
Year ended
31/03/2018 31032017
Profit/(Loss) before Interest, Depreciation & Taxation 42.19 922.94
Less: Interest 0.00 0.00
Less: Depreciation 31.63 35.90
Profit / (Loss) before tax during the year 10.56 887.04
Profit / (Loss) brought forward from previous year (3284.43) (3993.47)
Adjustment for prior period tax (A.Y. 2016 - 17) (0.04) -
Profit / (Loss) before Appropriation (3273.91) (3106.43)
APPROPRIATIONS
Provision for tax 0.00 (178.00)
Balance Carried to Balance Sheet (3273.91) (3284.43)

DIVIDEND :

In view of accumulated losses, your Directors are unable to recommend any dividend for the financial year ended 31st March, 2018

PERFORMANCE :

The turnover of your Company for the year ended March 31, 2018 was Rs. 94.14 lakhs as against Rs.7.78 lakhs in the previous year. Your Company has Profit of Rs.42.19 lakhs before Interest, Depreciation and Taxation as against a profit of Rs.922.94 lakhs in the previous year. After providing for interest of Rs. Nil lakhs (Previous year Rs. Nil lakhs) and Depreciation of Rs. 31.63 lakhs (Previous year Rs. 35.90 lakhs) your Company has earned a profit of Rs. 10.56 lakhs as against a profit of Rs. 887.05 lakhs in the previous year. Your Companys manufacturing activities of ISO Marine Cargo Container continues to remain suspended due to adverse market condition.

Share Capital:

The Share Capital remained the same during the year under review.

Current status:

The working position of the Company in the current financial year 2017-18 is satisfactory. The Company expects to achieve better performance during the current year than the last year. The Company has been able to dispose off part of its inventory of unfinished and non-usable materials which had become highly deteriorated and in scrap condition. Best efforts are being made to liquidate the remaining goods in the best possible manner.

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 :

Shri Anil Mittal (DIN: 00040337), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Shri Ashok Kumar Dalmia (DIN: 00428740) ceased from directorship with effect from 6th November, 2017 pursuant to the provisions of section 164 (2) of the Companies Act, 2013 on account of disqualification incurred by him in other companies in which he was a Director.

Shri Nikhil Dalmia (DIN: 01346777) was appointed as an Additional and Non-Executive Director of the Company with effect from 14th November, 2017 vide Board Resolution dated 14th November, 2017. He holds office until the conclusion of the ensuing Annual General Meeting.

The Company has received letter from a member proposing candidature of Shri Nikhil Dalmia for his appointment as a Director of the Company at the ensuing Annual General Meeting. Accordingly, resolution proposing appointment of Shri.Nikhil Dalmia as Director of the Company forms part of the Notice of the Annual General Meeting.

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 Mr. Chandrabhan R. Singh Chief Financial Officer
2 Mrs. Pushpalata V. Mishra Company Secretary

(3) Declaration by Independent Director

The Company has received necessary declaration from the Independent Director of the Company confirming that she meets 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 Bord of India (Listing Obligations and Disclosure Requriements) Regulations, 2015 ("Listing Regulation") In the opinion of the Board, she fulfills the conditions of independence as specified in the Act and the rules made there under and is independent of the management.

PUBLIC DEPOSITS:

The Company is not accepting 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, 2018 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 and form part of this report.

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

Sr. No. Name Designation/ Nature Duties Remuneration Qualification Experience(in of years) Date of Commence of Employment Age(in years) Last Employment Held
1 Mr. Samodkumar Yadav Sr. Purchase Manager 313,471 B.A. 28 21.06.1990 45 NA
2 Mrs. Pranita P. Mulgaonkar Accounts Assistant 303,924 B.A. 27 20.06.1991 50 Goa Urban Co-op. Bank
3 Mr. Chandrabhan R. Singh Chief Financial Officer 286,788 B.Com, DIEM 32 01.08.1985 57 NA
4 Mrs. Pushpa Singh Accounts Assistant 286,788 H.S.C. 6 01.04.2012 53 NA
5 Mrs. Catherine L. Kangare Stenographer 275,573 F.Y.B. Com 21 26.08.1996 60 Western Rolling Mills Ltd.
6 Mr. Santosh Singh Yadav Store Manager 246,571 B.A. 36 09.12.1981 61 NA
7 Mr. Ashokkumar Singh Security Incharge 238,806 B.A. 32 08.12.1885 63 NA
8 Mr. Mohammed M. Ansari Accounts Clerk 209,660 H.S.C. 24 24.11.1992 43 NA

The Company has only 8 employees.

2. Details of Employees who were:

(a) Employed through out the Financial Year under review and 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 part of the Financial Year under review and 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 Whole-time Director and who held by himself or alongwith 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 Disclosures 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 30.05.2017, 14.08.2017, 14.11.2017 and 14.02.2018 respectively.

On account of inadequate number of independent Directors, the constitution of Board of Directors, Audit committee and Nomination and Remuneration Committee is not in conformity with the provisions of the Companies Act, 2013 and of Regulation 17, 18 and 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also could not frame various policies and carry out evaluation of Board and independent Director as required under the said Act and Listing Regulations, 2015. However following committees have been constituted by the Board of Directors:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsbility Committee

Composition of Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of:

1. Shri. Nikhil Dalmia - Non-Executive Director
2. Shri. Badal Mittal - Non-Executive Director
3. Smt. Poornima Sanjiv Agarwal - Independent Director

Since the Company has only one Independent Director on its Board, the constitution of this committee is not in conformity with the provisions of Section 177 of the Companies Act, 2013 and Listing Regulations, 2015. The Chairperson of Audit Committee is Smt. Poornima S. Agarwal, Independent Director.

Nomination & Remeneration Committee:

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

Corporate Social Responsibility:

During the year under review the Company has earned a Net Profit of Rs. 10.56 lakhs before tax. Although the Company does not meet any of the criteria prescribed under section 135 the Companies Act, 2013, the Board of Directors have Constituted a CSR Committee Comprising of following Directors as its member as a matter of abundant caution :-

1. Mr. Nikhil Dalmia, Director

2. Mr. Badal Mittal, Director

3. Mrs. Poornima Agarwal, Independent Director

The Board has also adopted CSR Policy as recommended by CSR Committee.

The Company had incurred losses during the three immediately preceeding Financial Years In view of these facts, the Company was not required to spend any amount on CSR activities.

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

(A) The Companys operations are not energy intensive. 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 2018 - 2019 and also Annual Custodian Fees in respect of Shares held in dematerialization mode to NSDL and CDSL for the year 2018-19.

CORPORATE GOVERNANCE :

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

STATUTORY AUDITORS:

M/s M.N. Desai & Associates Charterd Accountants (Firm Registration No. 129571W) were appointed as the Statutory Auditors of the Company for a period of 5 years at the Forty Third AGM held on 29th September, 2017 and they shall hold the office as such till the conclusion of the Fourty Eight AGM to be held in the year 2022 The Provisions of their ratification at each AGM as provided under first proviso to section 139(1) of the Companies Act, 2013 has been omitted by section 40 of the Companies (Amendment) Act, 2017 Which has been notified by the central Goverment on 7th May, 2018 and came into force with effect from the said date. Accordingly no resolution is proposed for notification of appointment of Auditor at the ensuing Annual General Meeting.

AUDITORS REPORT :

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

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 has 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) Most of the non compliances referred in the Secretarial Audit Report are on account of inadequate number of Independent Directors on the Board of Directors of the Company.

b) The Directors are making efforts to appoint more Independent Director(s) so as to have the composition of Board of Directors in accordance with the provisions of Section 149 of the Companies Act, 2013 and Listing Regulations, 2015. This will also enable the Company to constitute various committees and frame various polices as required under the Companies Act, 2013 as well as Listing Regulations, 2015.

c) Shri Ashok Kumar Dalmia, Managing Director of the Company was the only whole- time Director of the Company, Under section 164 (2) of the Companies Act, 2013 he resigned from the board and the appointment of a Whole-time Director is still under consideration of the Board.

d) The Companys Fixed Assets being Factory Building and Plant and Machinery situated at J-1, M.I.D.C. Tarapur Industrial Area, Boisar-401 501 have not been insured as the Machinery being not in use from last about 15 years have become rusted and obsolete and have only the scrap value and the Factory Building is not RCC construction but in the form of a shed on the pillar. Further the finished goods being containers made of steel and lying in stock since past several years are not subject to any risk including fire and theft and hence do not need to be covered under insurance.

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

Extract of Annual Return:

Extract of the Annual Return in form MGT-9 for the financial year ended 31st March, 2018 made under the provisions of Section 92(3) of the Act is annexed as "Annexure - B" and forms part of this Report

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 order has been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operation 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.

Internal Financial Controls:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no instance of inefficiency or inadequacy of such controls have come to the notice of Board.

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:

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 and 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. Thus disclosure in form AOC-2 is not required.

Sexual Harrasment:

The Company has zero tolerance towards sexual harassment at the Workplace. 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.

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 - C.

On behalf of the Board of Directors,
Badal Mittal Nikhil Dalmia
Director (DIN: 00076143) Director (DIN: 01346777)
Place : Mumbai Chandrabhan R. Singh Mrs. Pushpalatha V. Mishra
Dated : 29/05/2018 C.F.O. Company Secretary