The Board of Directors of Total Transport Systems Limited ("the Company" or"your Company") is pleased to present their Twenty Sixth Annual Report onthe business and operations of the company along with Audited Financial Statements(Standalone & Consolidated) of the Company for the Financial Year ended on March31 2021 ("Financial year under review" or financial year 2020-21.
FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS
|PARTICULARS || |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Turnover ||26479.62 ||32255.29 ||31488.82 ||39957.23 |
|Other Income ||17.94 ||3.25 ||25.11 ||4.32 |
|Profit Before Depreciation Interest and Tax (PBDIT) ||586.17 ||872.80 ||324.56 ||720.57 |
|Finance Cost ||222.85 ||208.73 ||230.43 ||213.68 |
|Depreciation and amortization expense ||84.87 ||120.90 ||92.26 ||121.44 |
|Profit/(Loss) Before Tax ||278.46 ||543.18 ||1.86 ||385.45 |
|Share of (profit)/loss from investment in associate ||- ||- ||(6.78) ||(7.86) |
|Tax Expenses: || || || || |
|Current Tax ||89.95 ||166.05 ||91.99 ||175.03 |
|Deferred Tax ||(13.05) ||(8.89) ||(12.80) ||(8.89) |
|Profit/(Loss) after Tax ||201.56 ||386.02 ||(84.11) ||211.45 |
|Minority Interest ||- ||- ||2.20 ||2.09 |
|Profit/(Loss) for the period ||201.56 ||386.02 ||(86.31) ||209.36 |
|Net other comprehensive income not be reclassified to profit or loss in subsequent periods ||(28.13) ||(44.97) ||(28.53) ||(44.97) |
|Net other comprehensive income to be reclassified to profit or loss in subsequent periods ||0.70 ||1.33 ||1.52 ||1.13 |
|Other Comprehensive Income for the year net of tax ||(27.43) ||(43.64) ||(27.01) ||(43.84) |
|Total Comprehensive Income for the period ||174.13 ||342.38 ||(113.32) ||165.52 |
1. IMPACT OF COVID 19 ON BUSINESS:
The coronavirus pandemic ("Covid-19") outbreak last year had a large impacton the Country's economy as well as businesses across the spectrum. The logistics sectorwith an estimated size of $215 billion also suffered the brunt of these unprecedentedcircumstances. However with the progression of the lockdown easing people and businessesacross the Nation began adjusting to the new normal and the economy started its path backtowards recovery with logistics being a driving force across. We at Total believe that inevery adversity lies the seed of an equal or greater opportunity. A complete lockdownfollowed by partial unlock has hampered our business. But we have used this slowdown as achance to step back and introspect to frame new policies and guidelines to carve a pathfor a bright future ahead.
The COVID-19 virus forced the entire world to make a quick shift from offline toonline. The last mile delivery business carried through our subsidiary One WorldLogistics Private Limited is Total's answer to this global need. Our robust business modelalong with its latest ERP and SaaS for technology back up gives an added advantage. Itoperates under the brand "Abhilaya" with a focus on last mile deliveryespecially for Amazon Flipkart and Fedex with a target to work with other ecommerceplayers at PAN India level.
2. COMPANY'S PERFORMANCE REVIEW:
The Company continues to see marginal growth in its overall performance in thefinancial year 2020-21. Driven by the performance of the segment in which the Companyoperates the quick summary of standalone and consolidated results are given below:
i. Standalone Financial Highlights
During the Financial Year ended March 31 2021 the Company's total Revenue fromoperations is Rs.26 479.62 Lakhs as against Rs. 32255.29 Lakhs in the correspondingprevious Financial Year ended March 31
The Profit/(Loss) after tax for the Financial Year ended March 31 2021 is Rs.201.56 Lakhs as against Profit of Rs. 386.02 Lakhs in the corresponding previous FinancialYear ended March 31 2020.
ii. Consolidated Financial Highlights
During the Financial Year ended March 31 2021 the Company's total Revenue fromoperations is Rs. 31488.81 Lakhs as against Rs.39957.23 Lakhs in the correspondingprevious Financial Year ended March 31 2020. Company has incurred a loss of Rs. 84.11Lakhs for the Financial Year ended March 31 2021 is as against Profit of Rs. 211.45 Lakhsin the corresponding previous Financial Year ended March 31 2020.
With a view to conserve the available resources it has been proposed by the Board ofDirectors not to declare any
Dividend for the financial year 2020-21.
The Company has closing balance of Rs. 371932899/- (Rupees Thirty Seven CroresNineteen Lakhs Thirty Two Thousand Eight Hundred and Ninety Nine only) as Reserve andSurplus as on March 31 2021. The Closing Balance of Reserve and Surplus is bifurcated asfollows:
|Sr. No. Particulars ||Amount |
|1. Securities Premium Reserve ||132823913 |
|2. Retained Earnings ||238893187 |
|3. Fair value through OCI Reserve ||215799 |
|TOTAL ||371932899 |
5. CHANGES IN NATURE OF THE BUSINESS IF ANY
The Company Continued to carry Business of Consolidation / Deconsolidation of CargoFreight Forwarding Logistics Warehousing and Transportation and hence there was nochange in the nature of business or operations of the Company which impacted the financialposition of the Company during the year under review.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANYAND KEY DEVELOPMENTS
There are no material changes and commitments affecting the financial position of theCompany subsequent to close of Financial Year 2020-21 till the date of this Report.
However Trading in the Equity Shares of the Company has been migrated from NSE EMERGEplatform to Main Board of NSE w.e.f. 28th August 2020.
7. SHARE CAPITAL
During the year under review there is no change in the Authorized Issued Subscribedand Paid-up Share Capital of the Company.
As at March 31 2021 the Authorized Share Capital of the Company is Rs. 150000000/-divided into 15000000/- equity shares of Rs. 10/- each.
Further Issued Subscribed and Paid-up Share Capital of the Company as at March 312021 is Rs. 143060000/- divided into 14306000/- equity shares of Rs. 10/- each.
During the year under review the Company has not accepted or renewed any deposits frompublic falling within the purview of provisions of Section 73 and 76 of the Companies Act2013 ("the Act") and Rules framed thereunder.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT 2013
The particulars of Loan Guarantees and Investments covered under section 186 of theCompanies have been disclosed in Notes to the Financial Statement.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions/contracts/arrangements that were entered into by theCompany during the year under review were on an arm's length basis and were in compliancewith the applicable provisions of the Act and the Listing
Regulations. There are no material significant related party transactions entered intoby the Company with its Promoters Directors KMP or Senior Management Personnel which mayhave a potential conflict with the interest of the Company at large. All related partytransaction as required under AS-18 are reported in the notes to financial statement ofthe
Company. Form AOC - 2 forming part of this Directors Report is attached herewithas Annexure II.
All related party transactions were placed before the Audit Committee for its approvaland noting on quarterly basis. Prior omnibus approval of the Audit Committee is obtainedfor the transactions which are foreseen and of a repetitive nature. The Company has alsoadopted a related party transaction policy. The policy was approved by the Board and thesame was uploaded on the company's website: www.ttspl.in under the tab InvestorSection'.
11. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE
During the year under review the Company has Two Wholly Owned Subsidiaries and OneSubsidiary Company. Also Company has entered in One Joint Venture Agreement. The Detailsof Subsidiary and Joint Venture are given below:
SUBSDIARY COMPANY: i. CP World Logistics India Private Limited:
CP World Logistics India Private Limited (CIN: U63090MH2008PTC202404) is a PrivateLimited Company incorporated on October 31 2008. Authorized Share Capital of the Companyis Rs. 5000000/- divided into 500000 equity shares of Rs. 10/- each and IssuedSubscribed and Paid-up Share Capital of the Company is Rs. 100000/- divided into 10000equity shares of Rs. 10/- each.
The Company has 99.99% equity stake in CP World Logistics India Private Limited and CPWorld Logistics India Private Limited has thus become wholly owned subsidiary of theCompany under Section 2(86) of the Companies Act 2013.
During the year under review i. CP World Logistics India Private Limited a whollyowned Subsidiary Company became a material subsidiary of the Company as its income standsmore than 10% of the consolidated income of the Company.
ii. Oneworld Logistics Private Limited:
Oneworld Logistics Private Limited (CIN: U63090MH2010PTC198688) is a Private LimitedCompany incorporated on January 01 2010. Authorized Share Capital of the Company is Rs.5000000/- divided into 500000 equity shares of Rs. 10/- each and Issued Subscribedand Paid-up Share Capital of the Company is Rs. 1000000/- divided into 100000 equityshares of Rs. 10/- each.
The Company has 99.99% equity stake in Oneworld Logistics Private Limited and OneworldLogistics Private Limited has thus become wholly owned subsidiary of the Company underSection 2(86) of the Companies Act 2013.
iii. Total Transport Systems Private Limited (Nepal):
Total Transport Systems Private Limited (Registration No.: 62912/065/066) is a Companyestablished under Companies Act 2063 on May 21 2009 in Nepal. The Company has 64% equitystake in Total Transport Systems Private Limited (Nepal) and has thus Total TransportSystems Private Limited has thus become Subsidiary Company under Section 2(87) of theCompanies Act 2013.
i. Seedeer (India) E-Commerce Private Limited
Our Company has entered into a Joint Venture Agreement with Seedeer (Hong kong) E-Commerce Company Limited on August 23 2018 and formed Seedeer (India) E-Commerce PrivateLimited. Seedeer (India) E-Commerce Private Limited (CIN: U74999MH2018FTC318691) is aPrivate Limited Company incorporated on December 21 2018. Authorized Share Capital of theCompany is Rs. 25000000/- divided into 2500000 equity shares of Rs. 10/- each andIssued Subscribed and Paid-up Share Capital of the Company is Rs. 6500000/- dividedinto 650000 equity shares of Rs. 10/- each.
The Company has 30% equity stake in Seedeer (India) E-Commerce Private Limited.
Your Company has formulated a Policy for determining Material' Subsidiariespursuant to the provisions of Regulation
16 of SEBI LODR Regulations 2015. The said Policy is available on the Company'swebsite http://www.ttspl.in/ Document/Material_Subsidiary_Policy.pdf of the Company.
A report on the performance and financial position of Associate and wholly ownedsubsidiary of your Company including capital reserves total assets total liabilitiesdetails of investment turnover etc. pursuant to Section 129 of the Companies Act 2013in the Form AOC-1 as an Annexure - I which forms part and parcel of theBoard's
The Financial Statements of the subsidiary companies and related information areavailable for inspection by the members at the Registered Office of your Company duringbusiness hours on all days except Saturdays Sundays and public holidays up to the date ofthe Annual General Meeting (AGM') as required under Section 136 of the CompaniesAct 2013.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL i. The Directors and Key Managerialpersonnel of the Company as on 31st March 2021 are as below:
|Sr. No. Name ||Designation ||DIN/PAN |
|1. Mr. Makarand Prabhakar Pradhan ||Managing Director ||00102413 |
|2. Mr. Sanjiv Arvind Potnis ||Executive Director ||00102090 |
|3. Mr. Shrikant Damodar Nibandhe ||Executive Director ||01029115 |
|4. Ms. Leena Prashant Salvi ||Non-Executive Director ||07784529 |
|5. Mr. Abhishek Ramesh Talwar ||Non-Executive & Independent Director ||01059150 |
|6. Mr. Sunil Gajanan Kshirsagar ||Non-Executive & Independent Director ||07781787 |
|7. Mr. Shrikant Damodar Nibandhe ||Chief Financial Officer ||AAEPN2479A |
|8. Mr. Bhavik S. Trivedi ||Company Secretary & Compliance Officer ||AGWPT7882P |
ii. Director Retirement By Rotation:
Pursuant to Section 152 of the Companies Act 2013 read with the Companies (Appointmentand Qualification of
Directors) Rules 2014 (as amended) Mr. Shrikant Damodar Nibandhe (DIN: 01029115) retires by rotation and being eligible offers himself for re-appointment.
The Board of Directors of the Company recommends the appointment of Mr. ShrikantDamodar Nibandhe to the Shareholders for their consideration at the 26th AnnualGeneral Meeting in the interest of the Company. The brief resume and other detailsrelating to Mr. Shrikant Damodar Nibandhe as required to be disclosed under Regulation36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isincorporated in the annexure to the notice calling 26th Annual General Meetingof the Company.
iii. Declaration under Section 149(6) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 from Independent Directors:
The Company has duly complied with the definition of Independence' according tothe provisions of Section 149(6) of read with Schedule IV - Code of Independent Directorsto the Companies Act 2013 and Regulation 16 (1) (b) and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended). All theIndependent Director/s have submitted a declaration that he/she meets the criteria ofindependence and submits the declaration regarding the status of holding otherdirectorship and membership as provided under law.
The Independent Directors have also confirmed that they have complied with theCompany's code of conduct for
Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations &Disclosure Requirements)
Regulations 2015. The Independent Directors affirmed that none of them were aware ofany circumstance or situation which could impair their ability to discharge their dutiesin an independent manner.
iv. Disqualification of Directors:
During the financial year 2020-2021 under review the Company has received Form DIR-8from all Directors as required under the provisions of Section 164(2) of the CompaniesAct 2013 read with Companies (Appointment and
Qualification of Directors) Rules 2014. The Board noted the same.
13. COMMITTEES OF THE BOARD
As on March 31 2021 the Board has constituted Four (4) Committees viz; AuditCommittee Nomination and Remuneration Committee Stakeholder Relationship Committee andCorporate Social Responsibility Committee.
i. AUDIT COMMITTEE:
Your Company has constituted an Audit Committee ("Audit Committee") as persection 177 of the Companies Act
2013 and regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 vide resolution passed at the meeting of the Board of Directors held onApril 26 2017. However Audit Committee was re-constituted w.e.f. April 26 2018.
During the year under review Four (4) meetings of the Audit Committee were held onJune 29 2020 July 30 2020 November 12 2020 and February 12 2021.
The composition of the Audit committee and attendance of the members at the meetingsheld during the year are as follows:-
|Name of the Director/Member ||Designation ||No. of Meetings Held ||No. of Meetings Attended |
|Mr. Abhishek Ramesh Talwar ||Chairman ||4 ||4 |
|Mr. Sunil Gajanan Kshirsagar ||Member ||4 ||4 |
|Mr. Sanjiv Arvind Potnis ||Member ||4 ||4 |
All members of the Audit Committee have the requisite qualification for appointment onthe Committee and possess sound knowledge of financeaccounting practices and internalcontrols. All the recommendations made by the Audit
Committee were accepted by the Board. The Company Secretary acts as a secretary to theCommittee.
ii. NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors in their Meeting held on April 26 2017 has constituted aNomination and Remuneration Committee and has formulated "Nomination and RemunerationPolicy" containing criteria for determining attributes independence of a directorand other matters provided under section 178(3) of qualifications
Companies Act 2013 for selection of any Director Key Managerial Personnel and SeniorManagement Employees.. The constitution of the Nomination and Remuneration Committee is incompliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
The said policy is available on the Company's website and the web link thereto ishttp://www.ttspl.in/Document/ NominationAndRemuneration.pdf
During the Financial Year ended March 31 2021 meeting of Nomination &Remuneration Committee were held on February 12 2021.
The Composition of the Nomination and Remuneration Committee and the attendance of theMembers at the meeting held during the Financial Year 2020-21 are as under:
|Name of the Director/Member ||Designation ||No. of Meetings Held ||No. of Meetings Attended |
|Mr. Sunil Gajanan Kshirsagar ||Chairman ||1 ||1 |
|Mr. Abhishek Ramesh Talwar ||Member ||1 ||1 |
|Ms. Leena Prashant Salvi ||Member ||1 ||1 |
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications
Director and policy relating to remuneration for Directors Key Managerial Personneland other employees.
iii. STAKEHOLDER RELATIONSHIP COMMITTEE
The Board of Directors in their Meeting held on April 26 2017 has constituted astakeholder relationship committee to redress the complaints/grievances of itsshareholders/investors related to non-receipt of annual report dividend payment issue ofduplicate share certificates transmission of shares and other related complaints. Thestakeholder relationship committee was constituted as per the provisions of Section 178(5)of the Companies Act 2013 and Regulation 20 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.
During the Financial Year ended March 31 2021 the meeting of Stakeholder RelationshipCommittee was held on
November 12 2020 and February 12 2021
The composition of the Stakeholders' Relationship Committee and the attendance of themembers at the meetings held during the Financial Year 2020-21 are as under:
|Name of the Director/Member ||Designation ||No. of Meetings Held ||No. of Meetings attended |
|Mr. Sunil Gajanan Kshirsagar ||Chairman ||2 ||2 |
|Mr. Abhishek Ramesh Talwar ||Member ||2 ||2 |
|Mr. Sanjiv Arvind Potnis ||Member ||2 ||2 |
SEBI Complaints Redress System (SCORES)
The investor complaints are processed in a centralized web based complaints redresssystem. The salient features of this system are centralized database of all complaintsonline upload of Action Taken Reports (ATRs) by the concerned companies and online viewingby investors of actions taken on the complaint and its current status.
Your Company has been registered on SCORES and makes every effort to resolve allinvestor complaints received through SCORES or otherwise within the statutory time limitfrom the receipt of the complaint. The Company has not received any complaint on theSCORES during financial year 2020-21.
iv. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Company has constituted a Corporate Social Responsibility (CSR) Committee as perthe provisions of Section 135 of the Companies Act 2013; vide resolution passed in themeeting of the Board of Directors held on 27th August 2018.
The composition of the CSR Committee and the attendance of the members at the meetingsheld during the Financial
Year 2020-21 are as under:
|Name of the Director/Member ||Designation ||No. of Meetings Held ||No. of Meetings attended |
|Mr. Sunil Gajanan Kshirsagar ||Chairman ||1 ||1 |
|Mr. Abhishek Ramesh Talwar ||Member ||1 ||1 |
|Mr. Sanjiv Arvind Potnis ||Member ||1 ||1 |
During the Financial Year ended March 31 2021 the Corporate Social ResponsibilityCommittee met once on 12th February 2021.
14. BOARD AND COMMITTEE MEETINGS
Number Of Board Meetings
During the year under review the Board of Directors met 5 (Five) times on 29 June 202030 July 2020 14 October 2020 12 November 2020 12 February 2021 The interval between thetwo meetings was well within the maximum period mentioned under Section 173 of theCompanies Act 2013 and Regulation 17 of SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015.
|Sr. No. Name of the Director || |
No. of Board Meeting
| ||Held ||Attended |
|1. Makarand Prabhakar Pradhan ||5 ||5 |
|2. Sanjiv Arvind Potnis ||5 ||5 |
|3. Shrikant Damodar Nibandhe ||5 ||5 |
|4. Leena Prashant Salvi ||5 ||5 |
|5. Abhishek Ramesh Talwar ||5 ||5 |
|6. Sunil Gajanan Kshirsagar ||5 ||5 |
Number of Committee Meetings
The Audit Committee met Four (4) times during the Financial Year ended March 31 2021.The Stakeholder Relationship Committee met two (2) times during the Financial Year endedMarch 31 2021. The Nomination & Remuneration Committee met One (1) time during theFinancial Year ended March 31 2021. Members of the
Committees discussed the matter placed and contributed their valuable inputs on thematters brought before the meetings.
Also during Financial Year ended March 31 2021 the Independent Directors held aseparate meeting on 12th February 2021 in compliance with the requirements ofSchedule IV of the Companies Act 2013 and Regulation 25 (3) of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.
15. LISTING ON STOCK EXCHANGE
The Equity shares of the Company got listed on The National Stock Exchange of India Ltd(NSE) Emerge Platform in the year 2017 and it has migrated the trading of its equityshares to the Main Board of NSE Ltd. (Capital Market Segment) on August 28 2020.
16. ANNUAL RETURN
The Annual Return for financial year 2020-21 as per provisions of the Act and Rulesthereto is available on the Company's website at http://www.ttspl.in/Document/Annual_Return_FY2020-21.pdf
17. FORMAL ANNUAL EVALUATION PROCESS BY BOARD
Pursuant to the provisions of the Companies Act 2013 and rules made thereunder theBoard has carried the evaluation of its own performance performance of IndividualDirectors Board Committees including the chairman of the Board on the basis ofattendance contribution of various criteria as recommended by the nomination andremuneration committee of the Company. The evaluation of the working of the Board itscommittees experience and expertise performance of specific duties and obligations etc.were carried out. The Directors expressed their satisfaction with the evaluation processand outcome.
The performance of each of the Non Independent Directors (including the chairman) wasalso evaluated by the Independent directors at the separate meeting held of theIndependent Directors of the Company.
18. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (C) of the Companies Act 2013 the Directors confirm that:
(a) In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
(b) They have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;
(c) They have taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) They have laid down Internal financial controls for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliablefinancialinformation and;
(f) They have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
19. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO a. Conservation of Energy: i. The Steps taken or impact on conservation ofenergy:
The operations of the Company do not involve high energy consumption. However theCompany has for many years now been laying great emphasis on the Conservation of Energyand has taken several measures including regular monitoring of consumption implementationof viable energy saving proposals improved maintenance of systems etc.
ai. The Steps taken by Company for utilizing alternate source of energy: Nil bi.The capital investment on energy conservation equipment's: Nil b. TECHNOLOGYABSORPTION: i. The efforts made towards technology absorption: Nil ai. Thebenefits derived like product improvement cost reduction product development or importsubstitution: Nil bi. In case of imported technology (imported during the lastthree years reckoned from the beginning of the Financial Year):
|a) the details of technology || |
|b) the year of Import || |
|c) whether the technology been fully absorbed ||NIL |
|d) If not fully absorbed areas where this has not taken place reasons therefore and future plan of action || |
c. FOREIGN EXCHANGE EARNINGS AND OUTGO:
|Particulars ||2020-21 ||2019-20 |
|Foreign exchange earnings in terms of actual inflows ||237235085 ||214294243 |
|Foreign exchange expenditure in terms of actual outflows ||274395805 ||291441304 |
20. CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of corporategovernance. We believe sound corporate governance is critical to enhance and retaininvestor trust. Our disclosures seek to attain the best practices in corporate governance.The Board considers itself as trustee of its shareholders and acknowledges itsresponsibilities towards them for creation and safeguarding their wealth. In order toconduct business with these principles the company has created a corporate structure basedon business needs and maintains high degree of transparency through regular disclosureswith focus on adequate control systems.
As per provisions of Regulation 15 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 Corporate
Governance Report for financial year 2020-21 is presented asAnnexure IX to thisReport.
21. CORPORATE SOCIAL RESPONSIBILITY
The Company has in place a CSR policy which provides guidelines to conduct CSRactivities of the Company. The CSR policy is available on the website of the Companywww.ttspl.in. During the year the Company was required to spent an amount ofRs.1911562/- (Rupees Nineteen Lakhs Eleven Thousand Five Hundred and Sixty Two Only) onCSR activities and Company has spent Rs. 3131000/- (Thirty One Lakh and Thirty OneThousand Only). The Annual Report on CSR activities in terms of Section 135 of theCompanies Act 2013 (Act') is annexed to this report as Annexure VI to thisReport.
22. COMPLIANCES OF SECRETARIAL STANDARDS
The Company is in compliance with all the applicable standards issued by the Instituteof Company Secretaries of India.
23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has its internal financial control systems commensurate with the sizeand complexity of its operations to ensure proper recording of financials and monitoringof operational effectiveness and compliance of various regulatory and statutoryrequirements. The management regularly monitors the safeguarding of its assets preventionand detection of frauds and errors accuracy and completeness of the accounting recordsincluding timely preparation of reliable financial information.
The internal auditor consults and reviews the effectiveness and efficiency of theinternal financial control systems and procedure to ensure that all the assets areprotected against loss and that the financial and operational information is accurate andcomplete in all respects. Significant audit observations and corrective actions thereonare presented to the
Audit Committee of the Company.
24. PARTICULARS OF EMPLOYEES
The Company has no employee who is in receipt of remuneration of Rs 850000/- permonth or Rs 10200000/- per annum and hence the Company is not required to giveinformation under sub rule 2 and 3 of rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Further the following details formingpart of Annexure III to the Board Report.
Pursuant to Rule 5(2) of the Companies (Appointment and remuneration of managerialpersonnel) Rules 2014 statement containing the names and other particulars of Top Tenemployees in terms of remuneration drawn by them Disclosure Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
25. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under Regulation 34 andSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isfurnished as an Annexure VIII.
(a) Statutory Auditor
The Board of Director places its appreciation of M/s. S C M K & Co LLP CharteredAccountants (Registration No. W100662) as Statutory Auditors of your Company.
The members have appointed M/s. S C M K & Co LLP Chartered Accountants(Registration No. W100662) to hold office from the conclusion of 25th AnnualGeneral Meeting till the conclusion of 30th Annual General Meeting.
Your Company has received a letter from M/s. S C M K & Co. LLP CharteredAccountants (Registration No. W100662) to the effect that their appointment if madewould be under the second and third proviso to Section 139 (1) of the
Companies Act 2013 and that they are not disqualified within the meaning of Section141 of the Companies Act
2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules 2014.
(b) Secretarial Auditor
As required under provisions of Section 204 of the Companies Act 2013 and Rules framedthereunder the Board has appointed the Secretarial Auditors of the Company M/s Mishra& Associate Practicing Company Secretaries for conducting the Secretarial Audit forthe FY 2020-21.
Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of theCompany for the Financial Year ended on March 31 2021 is attached to the Director'sReport as Annexure- IV. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
(c) Secretarial Compliance Report of Total Transport Systems Limited for the F.Y.2020-21
Pursuant to circular No. CIR/CFD/CMD1/27/2019 dated February 8 2019 issued bySecurities and Exchange
Board of India (SEBI) The Company has obtained Secretarial Compliance Certificate hasbeen issued by the M/s. Mishra & Associates Company Secretaries after independentverification of the records books papers and documents as maintained by the Company asper all the applicable SEBI laws Regulations and circulars/ guidelines issued thereunder.
The same was submitted to the Stock Exchange(s) within the stipulated date and a copyof the same is hosted at our website athttp://www.ttspl.in/Document/TOTAL2021SECRETARIALCOMPLIANCEREPORT.pdf The observations andcomments given by the Secretarial Auditor in their Report are self- explanatory.
(d) Internal Auditor
In accordance with the provisions of Section 138 of the Companies Act 2013 and Rulesframed thereunder Board has appointed M/s. V. R. Sabnis & Associates CharteredAccountants to conduct the Internal Audit of the Company for the Financial Year 2020-21.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT ORTRIBUNAL issued against the Company by an regulating authority or court or tribunalTherewerenosignificant that could affect the going concern status and company's operationin future.
28. RISK MANAGEMENT
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives.
Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. These are discussed at the meetings ofthe Audit Committee and the Board of Directors of the Company.
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this Report.
29. VIGIL MECHANISM
The Company has established a vigil mechanism through a Whistle Blower Policy whereDirectors and employees can voice their genuine concerns or grievances about any unethicalor unacceptable business practice. A whistle-blowing mechanism not only helps the Companyin detection of fraud but is also used as a corporate governance tool leading toprevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approach the ComplianceOfficer or the Chairman of the
Audit Committee where necessary. The Company ensures that genuine whistle blowers areaccorded complete protection from any kind of unfair treatment or victimization.
The said policy is also available on the website of the Company at www.ttspl.in underthe head investor section.
30. FRAUD REPORTING
There were no frauds disclosed during the Financial Year.
31. CODE OF CONDUCT
The Board has laid down a specific code of Conduct for all Board Members and SeniorManagement of the Company. All the Board Members and Senior Management Personnel haveaffirmed compliance with the Code on annual basis.
32. INSIDER TRADING
The Board has in consultation with the Stakeholder's Relationship Committee laid downthe policy to regulate and monitor the Insider Trading in the Company. The Committeeregularly analyses the transactions and monitors them to prevent Insider Trading. TheCompany has also adopted a Prohibition of Insider Trading Policy.
During the year under review in compliance with the amendments to the SEBI InsiderRegulations the Company adopted the following effective 1 April 2019: Code ofPractices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.
Code of Conduct to Regulate Monitor and Report Trading by Designated Persons andtheir Immediate Relatives The Policy was approved by the Board and same was uploaded onthe Company's website www.ttspl.in under the tab investors.
33. MEANS OF COMMUNICATION
The Board believes that effective communication of information is an essentialcomponent of Corporate Governance. The Company regularly interacts with its shareholdersthrough multiple channels of communication such as Company's Website and stipulatedcommunications to Stock Exchange where the Company's shares are listed for announcement ofFinancial Results Annual Report Notices Outcome of Meetings Company's Policies etc.
34. HUMAN RESOURCES
Your Company treats its "Human Resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on ongoing basis. Numbers of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.
As on March 31 2021 there were total 346 employees. The Company has all the requiredpolicies under the Indian laws for the time being in force and as required under theCompanies Act 2013 and SEBI LODR Regulations 2015 to protect and safeguard the interestof the employees.
The Company has a website addressed as www.ttspl.in. Website contains the basicinformation about the Company - details of its Business Financial InformationShareholding Pattern Contact Information of the Designated Official of the
Company who is responsible for assisting and handling investors grievances and suchother details as may be required under sub regulation (2) of Regulation 46 of the ListingRegulations 2015. The Company ensures that the contents of this website are periodicallyupdated.
36. INDIAN ACCOUNTING STANDARDS IFRS CONVERGE STANDARDS
The Ministry of Corporate Affairs vide its notification dated 16th February 2015notified under Section 133 of the Companies Act 2013 read with Companies (IndianAccounting Standards) Rules 2015. In pursuance of the said notification your Company hasprepared the financial statements to comply in all material respects in accordance withthe applicability of
Indian Accounting Standards.
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
In accordance with Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules framed thereunder the Company has formed an InternalComplaints Committee and also framed and adopted the policy for Prevention of SexualHarassment at Workplace.
The following is the summary of Sexual Harassment complaints received and disposed ofduring the year 2020-2021.
No. of Complaints Received : NIL No. of Complaints Disposed of : NIL
The Company has submitted its Annual Report on the cases of Sexual Harassment of Womenat Workplace to the District
Officer Mumbai pursuant to the section 21 of the aforesaid Act and Rules framedthereunder.
38. DEPOSITORY SYSTEM
Your Company's equity shares are in Demat form only. The Company has appointed NationalSecurities Depository
Limited (NSDL) and Central Depository Services India Limited (CDSL) as depositories tothe Company.
39. AWARDS AND ACHIEVEMENTS
Your Company has a long list of Awards and Recognition during its long legacy of threedecades. The Company has been felicitated at various forums by valuable stakeholders inthe business. Your Company could not receive any award during the FY 2020-2021 due toworldwide CoVID-19 Pandemic crises where social distancing is utmost important for thesafety of the people.
40. ANNUAL LISTING FEES TO THE STOCK EXCHANGES
Total Transport Systems Limited have listed its equity shares on the Main Board of NSEIndia Limited. The listing fees have duly paid to the exchange and annual custodial feeshas been paid to CDSL and NSDL for the F.Y. 2020 -21.
As the global Covid-19 pandemic continues to put pressure on the economy weacknowledge and thank all at the forefront fighting this pandemic and risking their livesfor us. Our priority has been the safety of our employees customers vendors and strictadherence to government norms. The Board conveys its deep gratitude and appreciation toall the employees of the Company for their tremendous efforts as well as their exemplarydedication and contribution to the Company's performance. We also acknowledge andappreciate the invaluable support and contribution of all our Business Associates whocontinue their loyal partnership with our Company in these trying times.
Your Directors wish to express their gratitude to the Bankers Financial InstitutionsGovernment Authorities Consultants
Advisors and Members for their direct and indirect co-operation and look forward totheir continued support in the future.
| ||For and on behalf of the Board |
|For Total Transport Systems Limited |
|Makarand Pradhan ||Shrikant Nibandhe |
|Managing Director ||Director & CFO |
|DIN: 00102413 ||DIN: 01029115 |
Date: 7th September 2021