transcorp intl Directors report

The directors are pleased to present the 28th Annual report together with the audited financial statements for the year ended 31st March, 2023: -

FINANCIAL RESULTS

				(Rs. In Lakh)
Particulars	For the year ended 31.03.2023	For the year ended 31.03.2022	For the year ended 31.03.2023	For the year ended 31.03.2022
	Standalone		Consolidated
Revenue from Operations	288122.11	231289.45	288585.79	231615.26
Other Income	269.09	393.18	360.81	243.97
Profit/(loss) before Depreciation, Finance Costs, Exceptional items and Tax Expenses	474.41	424.23	609.67	1550.22
Less: Depreciation/Amortization/Impairment	144.71	200.36	162.31	219.30
Profit/loss before Finance Costs, Exceptional items and Tax Expenses	329.70	223.87	447.36	1330.92
Less: Finance Cost	117.53	170.34	217.38	349.18
Profit/(loss) before Exceptional items and Tax Expenses	212.17	53.53	229.98	981.74
Add/(less): Exceptional items	-	-	-	-
Profit/loss before Tax Expenses	212.17	53.53	229.98	981.74
Less: Tax Expenses (Current & Deferred)	173.47	26.56	179.45	(30.22)
Profit/(loss) for the year	38.70	26.97	50.53	1011.96

TRANSFER TO RESERVES

The Board of Directors of your company has decided to carry an amount of Rs. 6.92 lakhs (Previous Year Rs 6.31 lakhs) to Share Based Payment Reserve for the year under review.

The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations.

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR / STATE OF COMPANYS AFFAIR

The company is into profits since last two financial years and fully overcome the impact of COVID-19. The gross revenue from operations of the Company for the year ended 31^st March 2023 was Rs. 2,88,122.11 lakhs as compared to Rs. 2,31,289.45 lakhs in previous year ended 31^st March 2022.

The profit before tax of the company for the financial year 2022-23 was Rs. 212.17 lakhs as compared to profit before tax of Rs 53.53 lakhs for previous financial year 2021-22.

Your Company is having Authorized Dealer Category II License from Reserve Bank of India (RBI) and is authorized to undertake various permissible money changing transactions and outward remittance activities such as remittance for overseas education, medical treatment abroad, Emigration and Emigration consultancy fees and for other permissible purposes.

The Company is also having license from RBI for issuing and operating payment system for Pre-Paid Payment Instrument (PPI) in India and is authorized to issue and operate payment instruments. The company holds perpetual PPI license.

The company reached near to a mark of two million prepaid cards during the financial year 2022-23. The revenue from this division during the financial year 2022-23 was Rs. 1081.57 lakhs as compared to previous financial year 2021-22 which was Rs. 747.60 lakhs.

Apart from this the company is having financial inclusion division and is a National Business Correspondence (BC) of State Bank of India and as on 31.03.2023 was operating various activities as National BC from its 1000 plus Customer Service Points (CSPs) for this segment.

During the financial year 2022-23 the revenue from the financial inclusion division was Rs. 434.25 Lakhs as compared to Rs. 657.96 Lakhs in previous financial year 2021-22.

Detailed information about the operations of the Company is incorporated in the Management Discussion and Analysis Report. The financial highlights are mentioned above while segment wise performance is not reported as company deals in only one segment i.e., Foreign Exchange and Remittance for its standalone financials.

DIVIDEND

The Directors recommended a dividend of Re. 0.20 per equity share having a face value of Rs. 2 each.

The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend (if approved by members) will be paid to members whose names appear in the Register of Members at the close of working hours of the Company on 14^th July 2023 to the extent eligible.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status and companys operations in future.

The company received a Show Cause Notice (SCN) from Directorate of Enforcement dated 31^st March 2022 on 6^th April 2022. The notice is related to the Money Transfer Service Scheme (MTSS) Business of the company which has already been closed in January 2018 by surrendering of MTSS License. The matter is pending before the Bombay High Court.

Since the above SCN is not related to present businesses of the company i.e., Authorised Dealer Category II, PPI and Financial Inclusion Business hence management of the company do not foresee any adverse effect on the operations of the company in future due to above SCN.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. Statutory Auditors in their report has expressed their opinion on the internal financial controls with reference to the financial statements which is self-explanatory.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

In terms of Regulation 34 & Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, certificate of the interim CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Regulation & Schedule, is also enclosed as a part of the Report.

COMPOSITE SCHEME OF ARRANGEMENT

During the financial year 2022-2023 the company initiated the process for composite scheme of arrangement between Transcorp International Limited, Transcorp Estates Private Limited, Transwire Forex Limited, Transcorp Payments Limited and their respective shareholders and creditors. The appointment date for the scheme was decided by the Board of Directors as 1^st April 2022.

The scheme is pending with Bombay Stock Exchange and Securities and Exchange Board of India who have asked the company to obtain NoC/Clearance from the principal regulator i.e., Reserve Bank of India for demerger of business which has license from Reserve Bank of India.

The company is in process of the obtaining NoC/Clearance from Reserve Bank of India.

Keeping in view of the above there is no impact on operations and accounting for the financial year 2022-2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok Kumar Agarwal (DIN: 01237294), retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for reappointment.

Mr. Gopal Krishna Sharma (DIN: 00016883 ) was appointed as Managing Director of the company for a period of 3 years till 20.03.2023. During the financial year 2022-2023 Mr. Gopal Krishan Sharma (DIN: 00016883) based on the recommendation of Nomination and Remuneration Committee and Board of Directors was appointed by shareholders of the company for as Managing Director of the company for a further period of 3 years till 30^th September 2025 on a remuneration as approved by the shareholders of the company.

Mr. Hemant Kaul (DIN: 00551588), Mr. Purushottam Agarwal (DIN: 00272598), Mr. Sujan Sinha (DIN: 02033322) and Mrs. Apra Kuchhal (DIN: 08453955) being independent directors are not eligible for retiring by rotation and hold office for five consecutive years for a term from the date of their appointment by the Board of Directors as per the provisions of Section 149, 152 read with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also received declarations from independent directors that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 (Act) and under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is enclosed with the report as Annexure 1.

None of the directors of the Company are disqualified from being appointed as director in terms of Section 164 of the Act and have given their consent to act as Directors. The Company has obtained a certificate from Practicing Company Secretary which is enclosed with the report as Annexure 2B.

Mr. Mukesh Kumar Mittal was designated as interim CFO of the Company w.e.f 15.04.2023. Mr. Dilip Kumar Morwal is Company Secretary of the Company. Mr. Bhanu Prakash Sharma resigned from the post of CFO w.e.f. 20^th September 2022. Board of Directors of the company in its meeting held on 25^th May 2023 accepted the resignation of Mr. Dilip Kumar Morwal from the position of Group Company Secretary and Chief Compliance Officer w.e.f. end of day on 20.06.2023 and appointed Mr. Rajveer Singh Gehlot as Company Secretary and Principal Officer (temporary charge) w.e.f. 21.06.2023.

The Company has devised a Policy (available on the web-site of the company i.e. https://transcorpint.com/wpcontent/uploads /2018/03/Policy on Nomination remuneration evaluation of Directors.pdf on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters specified under the provisions of Section 178 of Companies Act, 2013. The Policy also includes performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. The Board has done a formal annual evaluation as required under the provisions of Companies Act, 2013.

The evaluations for the Directors and the Board were undertaken through circulation of two questionnaires, one for the Directors and the other for the Board which assessed the performance of the Board on selected parameter related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors were based on their participation, contribution and offering guidance to and understanding of the areas which were relevant to them in their capacity as members of the Board.

Information regarding the meeting of directors and remuneration etc. is given in the Corporate Governance report attached with the report.

All Independent Directors are registered with India Institute of Corporate Affairs (IICA) and are included in the data bank of independent directors maintained by IICA.

The company is having following Key Managerial Personnel: -

S. No.	Key Managerial Personnel	Designation
1	Mr. Gopal Krishan Sharma (DIN 00016883)	Managing Director
2	Mr. Dilip Kumar Morwal	Chief Compliance Officer and Group Company Secretary (resignation accepted w.e.f. end of day of 20.06.2023)
3	Mr. Mukesh Kumar Mittal	Appointed as interim CFO w.e.f. 15.04.2023

Note: (Change in Key Managerial Persons during the financial year 2022-2023)

Mr. Bhanu Prakash Sharma resigned from the post of CFO w.e.f. 20^th September 2022

AUDITORS

M/s Anand Jain & Co., Chartered Accountants, Jaipur (Firm Registration No. 01857C), was appointed as Statutory Auditors of the Company in last Annual General Meeting which was held on 24^th June 2022 to holds office until the conclusion of the 32^nd Annual General Meeting going to be held in the calendar year 2027.

The observations of Auditors in their Report, read with the relevant notes on accounts are unmodified and self-explanatory and do not require further explanation.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ended March 31,2023 is enclosed with this Report as Annexure 2 which is self-explanatory and do not require further explanation.

COMPLIANCE OF SECRETARIAL STANDARDS

During the year, the Company has complied with the requirements of the Applicable Secretarial Standards i.e., SS-1 and SS-2 relating to "Meeting of Board of Directors" and "General Meetings" respectively issued by Institute of Company Secretaries of India.

SECRETARIAL AUDIT REPORT OF MATERIAL SUBSIDIARY

The company is having 2 material wholly owned subsidiaries viz., Transcorp Estates Private Limited and Ritco Travels and Tours Private Limited.

As per Regulation 24A of SEBI (LODR), 2015 as amended, Secretarial Audit report of material subsidiary for the financial year ended March 31, 2023 is enclosed with this Report as Annexure 2A which is self explanatory and do not require further explanation.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the year no application has been filed by any operational or financial creditor or by Company itself against its operational or financial creditor under Insolvency and Bankruptcy Code (IBC), 2016

SHARE CAPITAL

A) Bonus Shares

No bonus shares were issued during the financial year 2022-23

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2022-23.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2022-23.

D) Issue of employee stock options

During the year company has issued and allotted 52,600 equity shares under ESOP 2017 to the eligible employees on 07th February 2023.

Disclosures in Compliance with regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 are set out in Annexure 3. The company has obtained a certificate of compliance from Statutory Auditors of the company in compliance of provisions of Regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014 which will be available for inspection during the 28th Annual General Meeting of the Company.

E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.

F) Splitting/Sub Division of shares

No splitting/ sub division of shares was done during the financial year 2022-23.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of section 92(3) of Companies Act, 2013, the annual return is available on the website of the Company through the following link: - https://transcorpint.com/statutory-filings.php

CORPORATE GOVERNANCE

Your Company has been practicing the principals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34 & Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual Report.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143 including those which are reportable to the Central Government.

WHOLLY OWNED SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company is having 4 Wholly Owned Subsidiaries viz. Transcorp Estates Private Limited, Transcorp Payments Limited, Transwire Forex Limited and Ritco Travels and Tours Private Limited.

The annual accounts for the year ended 31st March 2023 of Transcorp Estates Private Limited, Transcorp Payments Limited, Transwire Forex Limited and Ritco Travels and Tours Private Limited, the wholly owned subsidiaries of the Company, together with other documents as required under section 129(3) of the Companies Act, 2013, (the Act) form part of this Annual Report. A statement in Form AOC-I pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 containing salient features of the financial statement of subsidiaries is enclosed with this report as Annexure-4.

Company is not having any associate company and Joint venture as defined under the provisions of Companies Act, 2013 whose accounts are to be consolidated with the accounts of the company.

During the year the company under a scheme of arrangement incorporated two more wholly owned subsidiaries viz., Transcorp Payments Limited and Transwire Forex Limited.

During the year 2022-23, Ritco Travels and tours Private Limited offered 10,00,000 shares of Rs. 10 each at the rate of Rs. 30 per share (Rs. 20 per share as premium) to Transcorp International Limited and Transcorp Estates Private Limited under the Right Issue with a right to renounce the same in favor of any person.

Transcorp International Limited and Transcorp Estates Private Limited both subscribed 10,00,000 shares at the rate of Rs. 30 per share and accordingly allotment of shares was made to it. As a result of the same as on 31st March 2023 Transcorp International Limited holding 85.25% shares and Transcorp Estates Private Limited is holding 14.75% shares.

Since Transcorp Estates Private Limited is a wholly owned subsidiary of Transcorp International Limited hence by virtue of that Ritco Travels and Tours Private Limited is still a wholly owned subsidiary of Transcorp International Limited.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS AND SECURITIES PROVIDED UNDER SECTION 186

Following table is showing the particulars of Loans, guarantees or investment made under section 186 of Company Act, 2013.

				(Rs. in Lakhs)
S. No	Name of the Company	Nature of Transaction	Purpose	Balance Outstanding		Maximum Amount Outstanding during the year
				As at 31.03.2023	As at 31.03.2022	As at 31.03.2023	As at 31.03.2022
1	Mani Square Ltd.	Loans and advances	General Business and Others	0.00	146.34	150.71	146.34
2	Transcorp Estates Pvt. Ltd.	Loans and advances	General Business and Others	0	169.31	1710.80	251.13
3	TCI Bhoruka Projects Ltd.	Loans and advances	General Business and Others	0	391.72	445.5	585.49
4	TCI International Ltd.	Loans and advances	General Business and Others	0	0	0	0.00
5	Ritco Travels and Tours Pvt. Ltd.	Loans and advances	General Business and Others	43.24	67.38	324.19	248.12
6	Larsen and Toubro Ltd.	Investment in quoted Equity Instrument	Investment	16.24	13.26	16.24	13.26
7	NHAI Bond	Bond	Investment	52.88	52.88	52.88	52.88
8	Transcorp Estates Pvt. Ltd.	Investment in WOS	Investment	2852.2	2852.2	2852.2	2852.2
9	Ritco Travels and Tours Pvt. Ltd.	Investment in WOS	Investment	854.75	599	854.75	599
10	Ritco Travels and Tours Pvt. Ltd.	Corporate guarantee given	for Fund based & non-Fund based financial facilities availed by WOS	938.08	808.08	938.08	808.08

During the financial year 2022-23 in order to fulfill the loan receivable of Rs. 3,91,72,032/- (Rupees Three Crore Ninety-One Lakh Seventy-Two Thousand and Thirty-Two Only) currently lying due and receivable from TCI Bhoruka Projects Limited (TBPL), company purchased the immovable open roof property owned by TCI Bhoruka Projects Limited, situated in the commercial building Transcorp Towers at 6th Floor, Transcorp Tower, Plot no-7, Manwa Ji Ka Bagh, Moti Doongri Road, Jaipur-302004, having an area of 3623.21 Sq. Ft in consideration of Rs. 4,50,00,000 (Four Crore Fifty Lakhs Only) from TCI Bhoruka Projects Limited and out of the purchase consideration amount outstanding loan receivable amount of Rs. Rs. 3,91,72,032/- (Rupees Three Crore Ninety-One Lakh Seventy-Two Thousand and Thirty-Two Only) was adjusted and considered adjusted.

During the financial year 2022-2023 entire outstanding amount from Mani Square limited was received by the company.

MANAGERIAL REMUNERATION:

A) Details of the ratio of the remuneration of each director to the employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

S. No.	Name of Director/KMP and Designation	Remuneration of Director/KMP for financial year 2022-23 (Rs. in Lakhs)	% increase in Remuneration in the financial year 2022-23	Ratio of remuneration of each Director/to median remuneration of employees	Comparison of the Remuneration of the KMP against the performance of the Company
1	Mr. Hemant Kaul, NonExecutive Chairperson & Independent Director	3.50	100%	Not Applicable	Not Applicable
2	Mr. Ashok Kumar Agarwal, Non- Executive Director	1.75	100%	Not Applicable	Not Applicable
3	Mr. Purushottam Agarwal, Independent Director	1.75	100%	Not Applicable	Not Applicable
4	Mrs. Apra Kuchhal, Independent Director	1.75	100%	Not Applicable	Not Applicable
5	Mr. Sujan Sinha, Independent Director	1.75	100%	Not Applicable	Not Applicable
5	Mr. Vedant Kanoi, NonExecutive Director	1.75	100%	Not Applicable	Not Applicable
6	Mr. Gopal Krishan Sharma, Managing Director	92.58	15.21%	31.81 times	Revenue from operations increased by 25%
7	Mr. Dilip Kumar Morwal, Company Secretary	19.61	15%	6.63 times

Notes: -

i) Median remuneration of employees of the Company during the financial year ended 31.03.2023 was Rs. 2.96 lakhs

ii) In the financial year there was an increase of 17.93% in the median remuneration of employees.

iii) There were 170 confirmed employees (total 297 employees) on the rolls of the Company as on 31st March 2023

iv) Relationship between average increase in remuneration and company performance- Revenue from operations increased by 24.57% in the financial year 2022-23 in comparison to financial year 2021-22

v) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the company: -

The total remuneration of Key Managerial Personnel was at above level whereas the Revenue from operations increased by 24.57%.

vi) a) Variation in the market capitalization of the company: The market capitalization as on 31st March 2023 was Rs. 8945.78 Lakhs (Rs. 6165.85 Lakhs as on 31^st March 2022)

b) Price Earnings Ratio of the Company was 231 times at 31st March 2023 and was 242 times as at 31^st March 2022.

c) Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer: Not Applicable.

vii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out of there are any exceptional circumstances for increase in the managerial remuneration: Average percentage increase made in the salaries of employees other than managerial personnel in last financial year i.e. 2022-23 was 15% whereas increase in the managerial remuneration for the same financial year was 15% considering the contribution of Key Managerial Personnel in the growth of revenues.

viii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources, Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees

ix) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: - N.A.

x) It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given.

C) None of the Directors including Managing Director received any commission from the Wholly Owned subsidiaries of the company during the year under consideration.

Other disclosures related to remuneration as per the provisions of section 197(12): -

1. No employee was in receipt of remuneration for full financial year 2022-23 which was equal to or in excess of Rs. one crore and two lakh rupees or in for part of the financial year 2022-23 which was equal to or in excess of Rupees eight lakh and fifty thousand rupees per month;

2. There was no employee who was employed throughout the financial year or part thereof, and who was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director and who holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company

3. There was no employee who was deputed outside India during the financial year 2022-23.

4. Top 10 employees of the company in terms of remuneration drawn during the financial year 2022-2023:-

			(Rs in Lakhs)
S. No.	Name of Employee	Designation	Remuneration drawn during financial year 2022-23
1	Mr. Gopal Krishan Sharma	Managing Director	92.58
2	Mrs. Manisha Agarwal	Chief Advisor & Head-CSR	59.88
3	Mr. Ayan Agarwal	CEO- Payment Systems	38.42
4	Mr. Mayank Aggarwal	Head-Operations & Quality	31.34
5	Mr. Rajendra Singh Shekhawat	Vice President	27.09
6	Mr. Adarsh Tiwari	Head-IT	24.93
7	Mr. Harmeet Singh	Assistant Vice President	20.65
8	Mr. Vikram Yadav	Head-Remittance	20.31
9	Mr. Dilip Kumar Morwal	Chief Compliance Officer & Group Company Secretary	19.60
10	Mr. Durgesh Grover	Head-Online	15.20

HUMAN RESOURCES MANAGEMENT

To ensure good human resources management at Transcorp International Limited, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams

As on 31.03.2023 297 Employees were on rolls of the company.

DISCLOSURES

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy: N.A.

(i) The steps taken or impact on conservation of energy;

(ii) The steps taken by the company for utilizing alternate sources of energy;

(iii) The capital investment on energy conservation equipment;

(B) Technology absorption: N.A.

(i) The efforts made towards technology absorption;

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) The details of technology imported;

(b) The year of import;

(c) Whether the technology been fully absorbed;

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) The expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Earnings and outflow on account of foreign exchange are as under and also have been disclosed in the notes to the accounts. Cash flow statement pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this annual report.

	(Amount Rs. in Lakhs)
Particulars	2022-23	2021-22
Expenditure in Foreign Currency
Traveling	21.89	8.43
Earning in Foreign Currency (excluding reimbursement of expenses)	0.00	0.00

PUBLIC DEPOSITS

The Company has outstanding deposits of Rs. 342.88 lakhs as on 31st March 2023 as compared to Rs. 433.16 lakhs as on 31^st March 2022 from the public. However, there were no overdue deposits except unclaimed deposits of Rs. NIL.

The details relating to deposits, covered under Chapter V of the Companies Act, 2013.

(a) Accepted during the year ended 31st March 2023 Rs. 189.27 Lakhs (including renewal)

(b) Remained unpaid or unclaimed as at the end of the year; NIL Lakhs (unclaimed) (incl interest)

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- N.A.

(i) At the beginning of the year; NIL

(ii) Maximum during the year; NIL

(iii) At the end of the year; NIL

(d) Deposit accepted from person who at the time of the receipt of the amount, was the Director of the Company: NIL

The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: NIL

During the financial year 2022-23 the Company changed its public deposit scheme w.e.f 10^th February 2022.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR Committee of the Company consists of following members:

S. No.	Name of Member	Position in CSR Committee
1	Mrs. Apra Kuchhal	Chairperson
2	Mr. Ashok Kumar Agarwal	Member
3	Mr. Sujan Sinha	Member

The Company has adopted a CSR Policy in compliance with the aforesaid provisions and the same is placed on the Companys website at http://www.transcorpint.com/.

The CSR Committee in its meeting held on 07^th February 2023 decided a budget of Rs. 5 Lakhs for the CSR Activities to be used for activities related to promoting of folk artist as allowed by Ministry of Corporate Affairs.

Information in format for the annual report on CSR activities to be included in the Boards Report as prescribed under Companies (CSR Policy) Rules, 2014 is enclosed with the report as Annexure: 5

The Company has devised a Policy (available on the web-site of the company at http://transcorpint.com/wp- content/uploads/2018/03/CSR policy-TIL.pdf) on Corporate Social Responsibility (CSR).

VIGIL MECHANISM

The Company has established a Vigil Mechanism in terms of Section 177 (9) of the Companies Act, 2013 and also in terms of Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Vigil Mechanism are given in the Corporate Governance Section, which is annexed herewith.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2022-23.

S. No.	No. of complaints received	No. of complaints disposed off
1	NIL	N.A.

DIRECTORS RESPONSIBILTY STATEMENT

The Directors would like to inform the members that the audited accounts for the financial year 31st March 2023 are in full conformity with the requirements of the Companies Act, 2013. The financial results are audited by the statutory auditors M/s Anand Jain & Co. Pursuant to the provisions of Section 134(3) (c) of Companies Act, 2013, the Directors further confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 year ended 31st March 2023 and of the profit of the company for the year ended on that date;

(c) The directors had 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 had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

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

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the IND-AS110 on Consolidated Financial Statements, the Audited Consolidated Financial Statements are provided in the Annual Report.

TRANSFER OF AMOUNT/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

The amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,2016 as amended till date, during the year an amount of Rs. 86,291/- related to the financial year 2014-15 was transferred to Investor Education and protection fund authority. The 32674 shares (359 records) are in process of transfer to Investor Education and protection fund authority of Government of India which are held by the shareholders of the Company whose dividends are unpaid for a consecutive period of 7 years or more to the Demat A/c of the Investor Education and protection fund authority opened by the IEPF Authority in terms of the aforesaid Rules.

Pursuant to the provision of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 24^th June 2022 (date of last Annual General Meeting) on the Companys website (www.transcorpint.com), and also on the Ministry of Corporate Affairs website and also sent individual letters to shareholders at the address available in the records of the Company/RTA for claiming unclaimed dividend.

The Company has appointed Mr. Dilip Morwal, Company Secretary as Nodal Officer under the provisions of the Investor Education and Protection Fund.

Details of year wise amount of unclaimed dividend and sale proceedings of fractional shares arising out of issuance of bonus shares lying in the unpaid account up to the year and corresponding shares, which are to be transferred to Investor Education and Protection Fund:-

S. No.	Dividend Year	Balance b/f as on 01.04.202	Paid /Returned (01.04.2022 to 31.03.2023)	Balance c/f as on 31.03.2023	Reconciled up to	Date on which unclaimed dividend to be transferred to Investor Education Fund i.e., within 30 days of completion of 7 years
1	2015-2016	150273.44	-	150273.44	31.03.2023	21st August 2023
2	2016-2017	184627.84	-	184627.84	31.03.2023	17th Sept. 2024
3	Fractional Bonus 2017 18	5660.86		5660.86	31.03.2023	01st Aug 2025
4	2017-2018	82968.80	-	82968.80	31.03.2023	08th Sept 2025
5	2021-22	-	3164778.5	13945.90	31.03.2023	29th August 2029

* These are the corresponding number of shares of the unclaimed dividend and not for the purpose of transfer to IEPF. These are subject to change considering the calculation for transfer of shares to IEPF every year.

COMPLIANCE

The Company continued to vigorously pursue its commitment in adhering to the highest standards of compliance. The compliance function in the Company plays a pivotal role in ensuring that the overall business of the Company is conducted in accordance with regulatory prescriptions.

The Compliance function facilitates improvement in the compliance culture in the Company through various enablers like dissemination of regulatory changes and spreading compliance knowledge through training, circulars and other means of communication and direct interaction. To ensure that all the businesses of the Company are aware of compliance requirements, the compliance function is involved in vetting of new products and processes, evaluating adequacy of internal controls and examining systemic correction required, based on its analysis and interpretation of the regulatory doctrine and the deviations observed during compliance monitoring and testing programs. This function also ensures that internal policies address the regulatory requirements, besides vetting processes for their robustness and regulatory compliances. During the year, all the reports and statements were filed with the prescribed authorities as per the requirement of various applicable laws.

INFORMATION TECHNOLOGY

Your company keeps in line with the ongoing technological developments taking place in the country and worldwide. The information technology adopted by the company serves as an important tool of internal control as well as providing the benefits of modern technology to its esteemed customers. All the branches of the company are integrated and data is centralized at the head office level. Company is taking utmost precautions for the security of data and having a dedicated team for this. During the financial year 2022-23 there was no instance of cyber security breach happened in the company.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any.

There had been no changes in the nature of companys business. Company has 4 Wholly Owned subsidiaries. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this director report, if any.

MAINTENANCE OF COST RECORDS

The Company was not required to maintain a cost records as per the provisions of Section 148 (1) of the Companies Act, 2013 during the year under review.

DETAILS REGARDING VALUATION REPORT

During the year under review, your Company has not entered into any One-Time Settlement with Banks or Financial Institutions and therefore, disclosure regarding the details of difference between amount of the valuation doe at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not required to be given.

ACKNOWLEDGEMENTS

Your directors would like to place on record their sincere appreciation for the guidance and support received from the Reserve Bank of India, Financial Intelligence Unit, our bankers, shareholders, deposit holders, business associates, principals, suppliers and our esteemed customers during the year under review.

The Directors also wish to thank all the employees for efforts put in by them at all levels to achieve the overall results during the year under consideration.

For and on behalf of the Board
FOR TRANSCORP INTERNATIONAL LIMITED
PURUSHOTTAM AGARWAL	GOPAL KRISHAN SHARMA
INDEPENDENT DIRECTOR	MANAGING DIRECTOR
DIN:00272598	DIN:00016883
Place: Jaipur
Date: 25.05.2023