Trans Freight Containers Ltd Directors Report

To,

The Shareholders

Your Directors present their 50th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2024.

FINANCIAL RESULTS:

(Rs. in Lakhs) Year ended

	31/03/2024	31/03/2023
Profit/(Loss) before Interest, Depreciation & Taxation	112.81	682.36
Less: Depreciation	0.60	0.60
Profit / (Loss) before tax during the year	112.21	681.76
Profit / (Loss) after tax during the year	107.21	586.32
(Profit/ (Loss) brought forward from previous year	(2994.32)	(3578.26)
Profit / (Loss) before Appropriation	(2887.11)	(2991.94)
Adjustment of prior period Tax	1.05	(2.38)
APPROPRIATIONS
Balance Carried to Balance Sheet	(2886.06)	(2994.32)

DIVIDEND:

In view of accumulated losses, your Directors are unable to recommend any dividend for the financial year ended 31^s1 March, 2024.

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, 2024 was Rs.Nil as against Rs 0.61 Lakh in the previous year. Your Company has earned a Profit of Rs.112.81 Lakhs before Interest, Depreciation and Taxation as against a profit of Rs.682.36 Lakhs in the previous year. After providing for interest of Rs. Nil (Previous year Rs.Nil) and Depreciation of Rs. 0.60 Lakh (Previous year Rs 0.60 Lakh) your Company has a net profit of Rs.112.21 Lakhs as against a net profit of Rs. 681.76 Lakhs 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 2023-24 and therefore the Share Capital remained same during the said year.

Current Status:

The Company has decided not to re-commence the manufacturing of Marine Freight Cargo Containers and related activities as the same is no longer competitive in comparison to China. The Company is now exploring other opportunities.

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

b) 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, 2024 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 Companies Act, 2013 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.	14	01.08.2019	43	NA
2 Mr. Chandrabhan R. Singh	Chief Financial Officer	2.92.949	B.Com., DIEM	38	01.08.1985	63	NA
3 Mrs. Pranita P. Mulgaonkar	Accounts Assistant	3,69,568	B.A.	34	20.06.1991	56	Goa Urban Coop. Bank
4 Mrs. Pushpa Singh	Accounts Assistant	2,92,949	H.S.C.	12	01.04.2012	59	NA
5 Mrs. Catherine L. Kangare	Stenographer	1,82,966	F.Y.B.Com	26	26.08.1996	65	Western Rolling Mills Ltd.
6 Mr. Mohammed M. Ansari	Accounts Clerk	2.38.776	H.S.C.	30	24.11.1992	49	NA

There are only 6 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 Whole-time 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 29.05.2023, 11.08.2023, 03.11.2023 and 07.02.2024 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.

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 2024- 2025 and also Annual Custodian Fees in respect of Shares held in dematerialization mode to NSDL and CDSL for the year 2024-25.

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 49^lh Annual General Meeting held in the year 2023 till the conclusion of 50^lh Annual General Meeting of the Company to be held in the year 2024.

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 2024-25 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 a period of 1(One) year from the conclusion of this Annual General Meeting until the conclusion of the 51^m Annual General Meeting to be held in the year 2025.

AUDITORS REPORT:

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

During the F.Y. 2023-24 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:

The Board of Directors is making its best efforts to persuade all the promoters to get their shares demated. Annual Return:

The Annual Return of the Company as on March 31, 2024 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 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 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.

ANNEXURE-A Form No. MR-3

SECRETARIAL AUDIT REPORT

For the Companys Financial Year from 1^st April, 2023 to 31^s1 March, 2024 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Trans Freight Containers Limited Mumbai

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Trans Freight Containers Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct / statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended March 31, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder;

2. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, which were not attracted to the Company during the financial year under report.

3. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

4. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ( SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015;

6. Employees Provident Fund and Miscellaneous Provisions Act, 1952

7. Employees State Insurance Act, 1948

8. Employers Liability Act, 1938

9. Environment Protection Act, 1986 and other environment laws.

10. Equal Remuneration Act, 1976

11. Indian Contract Act, 1872

12. Income Tax Act, 1961 to the extent of Tax Deducted at Source under various Sections and T.D.S. Returns filed.

13. Indirect Tax Laws relating to collections, deductions, wherever applicable, payments made and returns filed.

14. Indian Stamp Act, 1899

15. Maharashtra Stamp Act, 1958

16. Maternity Benefits Act, 1961

17. Negotiable Instruments Act, 1881

18. Payment of Bonus Act, 1965

19. Payment of Gratuity Act, 1972

20. The Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act,2013

21. Shops and establishments Act

22. The Companies (Indian Accounting Standards) Rules, 2015.

We have also examined compliance with the applicable clauses of the following:

(I) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(iii) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

(iv) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Secretarial Standards, etc. mentioned above to the extent applicable except our observation as below:

Shareholding of Promoter and Promoter Group:

Only 56.94% of the Shareholding of Promoter & Promoter Group is in dematerialised form. However, as per Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, 100% Shareholding of Promoter & Promoter Group has to be in dematerialised form.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Director and Independent Directors. The changes in the composition of the Board of Directors which took place during the financial year under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and notes on agenda at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the Board/Committee decisions are taken unanimously.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, there were no instances of:

(i) Public / Rights / Preferential issue of shares / debentures / sweat equity.

(ii) Redemption / buy-back of securities.

(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act, 2013

(iv) Merger / amalgamation / reconstruction etc.

(v) Foreign technical collaborations.

To,

The Members

Trans Freight Containers Limited

Mumbai

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express as opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

ANNEXURE-B

AUDITORS CERTIFICATE

To,

The Members of

Trans Freight Containers Limited Mumbai.

We have examined the compliance of conditions of corporate governance by Trans Freight Containers Ltd, for the year ended 31.03.2024 as stipulated in Regulations 17 to 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Compliance of conditions of corporate governance is the responsibility of the Companys Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has fully complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Regulations, 2015.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.