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Total Transport Systems Ltd.

BSE: 538444 Sector: Others
NSE: TOTAL ISIN Code: INE336X01012
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Total Transport Systems Ltd. (TOTAL) - Director Report

Company director report

To

The Members

TOTAL TRANSPORT SYSTEMS LIMITED

(Formerly known as Total Transport Systems Private Limited) Dear Members

Your Directors present with immense pleasure the Twenty Third Annual Report onthe Business and operations along with the Audited Financial Statements of the Company forthe Financial Year ended on 31st March 2018.

1. FINANCIAL RESULTS / OPERATION RESULTS

(AMOUNT IN RS.):

Standalone Consolidated
Particulars Current Year 31.03.2018 Previous Year 31.03.2017 Current Year 31.03.2018 Previous Year 31.03.2017
Turnover 2083381774 2000018208 2139417196 2133735420
Profit Before Tax 84092313 52726107 82965350 55037522
Profit / (Loss) from discontinuing operations before tax 0 0 0 0
Profit / (Loss) from continuing operations before tax 84092313 52726107 82965350 55037522
Add/(less) :Current Tax 17235000 10751000 17287024 (11663799)
Deferred Tax 880562 3169724 880562 3169724
Earlier year Tax 0 0 0 52540
MAT Credit Entitlement (14252350) 10751000 14252350 (10751000)
Profit after Tax 80229101 55895831 79050114 57241907
Add: Balance in Profit & Loss 64612445 8716614 65728171 7979539
Add/(Less):Minority Interest 0 0 56187 (506725)
Sub Total 102445652 64612445 102326204 65728171
Total 102445652 64612445 102326204 65728171

2. COMPANY'S PERFORMANCE REVIEW:

The Company continues to see marginal growth in its overall performance in thefinancial year 2017-18. Driven by the performance of the segment in which the Companyoperates the quick summary of standalone and consolidated results are given below.

Standalone

During the period under review the total turnover of the Company is Rs.2083381774/- as compared to the previous year Rs. 2000018208/-. The Profit BeforeTax of the Company is Rs. 84092313/- as compared to the previous year Rs. 52726107/-and ProfitAfter Tax of the Company stood at Rs. 80229101/- as compared to previous yearRs. 55895831/-.

Consolidated:

During the period under review the total turnover of the Company stood at Rs.2139417196/- as compared to previous year Rs. 2133735420/-. The Profit Before Taxof the Company is Rs. 82965350/- as compared to previous year Rs. 55037522/- andProfitAfter Tax of the Company stood at Rs. 79050114/- as compared to previous year Rs.57241907/-.

3. DIVIDEND

In the context to financial expansion and future growth's perspective of the Companyand stakeholders your directors do not recommend the dividend for the financial year2017-18.

4. RESERVES

The balance in reserves and surplus stood at Rs. 235269565/- in comparison with theprevious year balance Rs. 72216551/-.

5. CONVERSION OF THE COMPANY

During the year under review the Company has been converted from Private LimitedCompany to Public Limited Company and necessary Fresh Certificate of Incorporation to thateffect has been issued by Registrar of Companies Mumbai dated 24th April2017. Consequent to the conversion of the Company from Private Limited to Public Limitedthe name of the Company changed from Total Transport Systems Private Limited to TotalTransport Systems Limited.

6. SUCCESSFUL INITIAL PUBLIC OFFER (IPO)

Yours Directors are pleased to inform you that the Initial Public Offer (IPO) of theCompany was successfully completed. The Company entered the capital market with the maidenIPO of 3780000 Equity Shares of face value of Rs. 10/- each issued at a premium of Rs.35/- per share aggregating to Rs.1701 Lakhs. The issue was opened for subscription on July25 2017 and closed on July 28 2017 and was oversubscribed by 130 times. The Company hasachieved a milestone by listing of equity shares on the SME emerge platform of NationalStock Exchange of India Ltd. (NSE) w.e.f. August 07 2017. The Company has paid thelisting fees for the Financial year 2018-19.

7. SHARE CAPITAL

The paid up share capital of the Company as on 31st March 2017 was Rs.50000000/- comprising of 5000000 equity shares of Rs. 10/- each. During the yearunder review the Company issued by way of bonus shares of 5000000 equity shares of Rs.10/- each dated 2nd May 2017 and by way of preferential issue of 526000equity shares of Rs.10/- each at a premium of Rs. 35/- per share dated 19thMay 2017. The Company has issued 3780000 equity shares of Rs. 10/- each at a premium ofRs. 35/- per share to the public via IPO.

8. BUSINESS OPERATION

Your Company is in the Business of Consolidation / Deconsolidation of Cargo FreightForwarding Logistics Warehousing and Transportation.

9. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

The particulars of Loan Guarantees and Investments covered under section 186 of theCompanies have been disclosed in the financial statement.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transaction entered by the Company is on arm's length basis andin the ordinary course of business. All related party transaction as required under AS-18are reported in the notes to the financial statement. Form AOC 2 Forming part of thisDirector report are attached herewith as Annexure I

The Company has also adopted a related party transaction policy. The policy wasapproved by the Board and the same was uploaded on the company's website: www.ttspl.inunder the tab Investor Section.

12. CHANGES IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business or operations of the Company whichimpacted the financial position of the Company during the year under review.

13. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE

During the period under review the Company has Three Subsidiaries namely CP WorldLogistics India Private Limited One World Logistics Private Limited and Total TransportSystems Private Limited (Nepal Origin).

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information pertaining to conservation of Energy Technology Absorption foreignexchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with rule 8 (3) of the Companies (Accounts) Rules 2014 are as stated below.

Conservation of energy

1. The steps taken or impact on conservation of energy:

The Company applied strict control system to monitor day to day power consumption. TheCompany ensures optimal use of energy with minimum extent of wastages as far as possible.The day to day consumption is monitored in an effort to save energy.

2. The steps taken by the Company for utilizing alternate sources of energy:

Company has not taken any step for utilizing alternate sources of energy.

3. Capital investment on energy conservation equipment:

Company has not made any investment on energy conservation equipment.

Technology Absorption

The Company has no activities related to technology absorption hence nothing is to bereported here.

Foreign exchange earnings and outgo:

Particulars 2017-18 2016-17
(Amount in Rs.) (Amount in Rs.)
Foreign exchange earnings in terms of actual inflows 113180021 86143757
Foreign exchange earnings in terms of actual outflows 318237322 178916954

15. EXTRACT OF THE ANNUAL RETURN

In accordance with the provisions of section 92 of the Companies Act 2013 and Rulesframed thereunder the extract of the Annual Return is set out in Form MGT- 9 as AnnexureII to this Report.

16. NUMBER OF BOARD MEETINGS

During the year under review the Board of Directors met 10 (Ten) times and time gapbetween two Board Meetings did not exceed 120 days. Dates of the Board Meetings are asfollows:

Sr. No. Date of the Meeting No. of Directors eligible to attend meeting No. of Directors attended the meeting % of Attendance
1. 04-04-2017 3 3 100.00%
2. 26-04-2017 6 6 100.00%
3. 02-05-2017 6 6 100.00%
4. 19-05-2017 6 6 100.00%
5. 15-06-2017 6 6 100.00%
6. 05-07-2017 6 6 100.00%
7. 12-07-2017 6 6 100.00%
8. 17-10-2017 6 6 100.00%
9. 03-11-2017 6 6 100.00%
10. 06-02-2018 6 4 66.67%

17. 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 sufficient care 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 ofreliable financial information

(f) They have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Independent Director

The Company was required to appoint Independent Directors in accordance with theprovisions of the Companies Act 2013 in the financial year 2017-18 pursuant to itsconversion into Public Limited Company.

The Board of Directors appointed Mr. Abhishek Ramesh Talwar (DIN: 01059150) and Mr.Sunil Gajanan Kshirsagar (DIN: 07781787) as Additional Non-Executive Independent Directorson the Board w.e.f. 4th April 2017. Their appointment was approved by theshareholders of the Company in the Extra-ordinary General Meeting of the Company dated 7thApril 2017 as the Independent Directors of the Company. Both the Independent Directorshave been appointed to hold office for 5 (Five) years w.e.f. 4th April 2017 to3rd April 2022.

As per the provisions of the Companies Act 2013 the Independent Directors are notliable to retire by rotation.

Non-Executive Non-Independent Director

The Company was required to appoint Non-Executive Director in accordance with theprovisions of the Companies Act 2013 in the financial year 2017-18 pursuant to itsconversion into Public Limited Company.

The Board of Directors appointed Mrs. Leena Prashant Salvi (DIN: 07784529) asAdditional Non-Executive Director on the Board w.e.f. 4th April 2017. Herappointment was approved by the shareholders of the Company in the Extra-ordinary GeneralMeeting of the Company dated 7th April 2017 as the Non-Executive Director ofthe Company.

Changes in designation of Directors and KMP

Pursuant to its conversion into Public Limited Company it was necessary to have suchcomposition of Board of Directors as it is required under Companies Act 2013 and therules made thereunder. Therefore during the year 2017-18 the following changes in thedesignation of Directors were effected.

Mr. Makarand Prabhakar Pradhan

Change in the designation from Director to Managing Director of the Company appointedfor a period of five years. However on 6th February 2018 he has resigned fromthe post of Managing Director of the Company due to personal reason but after consideringhis vast experience in the field of operations the Board of Directors are very pleased toappoint him as CEO of the

Company.

Mr. Sanjiv Arvind Potnis

Pursuant to the recommendations made by the Nomination and Remuneration Committee theBoard of Directors appointed Mr. Sanjiv Arvind Potnis as a Managing Director of theCompany with effect from 6th February 2018. The Shareholders of the Company inthe Extra-ordinary General Meeting held on 20th March 2018 has confirmed hisappointment as a Managing Director on the Board.

Mr. Shrikant Damodar Nibandhe

Due to some personal reasons Mr. Shrikant Damodar Nibandhe has resigned from the postof Director of the Company vide his letter dated 6th February 2018. Howeverhe will continue to act as a CFO of the Company.

Ms. Vrinda Pradhan

Pursuant to the recommendations made by the Nomination and Remuneration Committee TheBoard of Directors has appointed Ms. Vrinda Pradhan as an Additional Non-ExecutiveDirector of the Company w.e.f. 6th February 2018.

The shareholders of the Company has regularized her appointment on the board in theExtra-ordinary General Meeting dated 20th March 2018.

Ms. Sneha Nibandhe

Pursuant to the recommendations made by the Nomination and Remuneration Committee TheBoard of Directors has appointed Ms. Sneha Nibandhe as an Additional Non-ExecutiveDirector of the Company w.e.f. 6th February 2018.

The shareholders of the Company has regularized her appointment on the board in theExtra-ordinary General Meeting dated 20th March 2018.

Mr. Bhavik Trivedi

Mr. Bhavik Trivedi appointed as Company Secretary & Compliance Officer of theCompany with effect from th April 2017.

The Directors and Key Managerial personnel of the Company are summarized below:

Sr. No. Name Designation DIN/PAN
1. Mr. Sanjiv Arvind Potnis Managing Director 00102090
2. Ms. Sneha Shrikant Nibandhe Non-Executive Director 08053297
3. Ms. Leena Prashant Salvi Non-Executive Director 07784529
4. Ms. Vrinda Makarand Pradhan Non-Executive Director 08057873
5. Mr. Abhishek Ramesh Talwar Non-Executive & Independent Director 01059150
6. Mr. Sunil Gajanan Kshirsagar Non-Executive & Independent Director 07781787
7. Mr. Makarand Prabhakar Pradhan Chief Executive Officer AAJPP8907C
8. Mr. Shrikant Damodar Nibandhe Chief Financial Officer AAEPN2479A
9. Mr. Bhavik S. Trivedi Company Secretary & Compliance Officer AGWPT7882P

19. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have confirmed to the Board that they meet thecriteria of Independence as specified under section 149 (6) of the Companies Act 2013 andthey qualify to be Independent Directors. They have also confirmed they meet therequirements of Independent directors as mentioned under Regulation 16 (1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The confirmationswere duly noted by the Board.

20. 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 its committees experience and expertiseperformance of specific duties and obligations etc. were carried out. The Directorsexpressed their satisfaction with the evaluation process and 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.

21. CORPORATE GOVERNANCE

Since the Company's securities are listed on SME Emerge platform of National StockExchange (NSE) by virtue of Regulation 15 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

The compliance with the corporate governance provisions as specified in

(2) of regulation 46 and para C D and E of schedule V are not applicable to theCompany. Hence Corporate Governance does not form part of this Board's Report.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its internal financialcontrol systems commensurate with operation ofthe Company. The management regularly monitors the safeguarding of its assets preventionand detection of frauds and errors and the accuracy and completeness of the accountingrecords including timely preparation of reliable financial information. The internalauditor together with external auditor consults and reviews the effectiveness andefficiency of these systems and procedure to ensure that all assets are protected againstloss and that the financial and operational information is accurate and complete in allrespects.

23. PARTICULARS OF EMPLOYEES

The employer employee relations remained cordial throughout the year. The Board placeson record its sincere appreciation for the valuable contribution made by employees acrossall levels of the organization. The Company has no employee who is in receipt ofremuneration of Rs 850000/- per month or Rs 10200000/- per annum and hence theCompany is not required to give information under sub rule 2 and 3 of rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Further thefollowing details forming part 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 ManagerialPersonnel) Rules 2014

24. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and ScheduleV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this report and provides the Company's current working and futureoutlook as per Annexure IV

25. AUDITORS

(a) Statutory Auditor

The Board of Director places on record its appreciation on the services provided byM/s. D. B. Ketkar & Co. Chartered Accountants Mumbai as the Statutory Auditors ofthe Company.

In accordance with the provisions of Section 139 of the Companies Act 2013 and Rulesframed thereunder the shareholders of the Company at the 22nd Annual GeneralMeeting held on 24th July 2017 had appointed M/s. D. B. Ketkar & Co.Chartered Accountants Mumbai (having Firm Registration No. 105007W) as Statutory Auditorsof the Company for a period of 5 years i.e. till the conclusion of the 26thAnnual General Meeting to be held in the year 2022.

M/s. D. B. Ketkar & Co. Chartered Accountants have consented to act as aStatutory Auditors of the Company if their appointment is ratified by the members at theAnnual General Meeting and have also confirmed that their appointment is as per theprovisions of Section 141 of the Companies Act 2013 and Rule 4 of Companies (Audit andAuditors) Rules 2014.

Your directors recommend the ratification of their appointment as statutory auditors ofthe Company for the financial 19.

(b) Secretarial Auditor

The Board has appointed M/s. Anubhuti Tripathi & Associates (Practising CompanySecretary C.P. No. 13219) to conduct the Secretarial Audit for the Financial Year2017-18. The detailed reports on the Secretarial Audit are appended as an Annexure Vto this Report.

(c) Internal Auditor

The Board has appointed A S N A J & Associates Chartered Accountants to conductthe Internal Audit for the Financial Year 2017-18. The Internal Auditor has direct accessto the Audit Committee and presents their Internal Audit observations to the AuditCommittee.

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION OR ADVERSE REMARK BYSTATUTORY AND SECRETARIAL AUDITOR

Observation of the auditors in their report and notes forming part of the accounts areself – explanatory management comments to these observations are as follows:

Mr. Shrikant Nibandhe and Mr. Makarand Pradhan Directors of the Company aredisqualified from being appointed as a Director in terms of Section 164(2) of theCompanies Act 2013. However aggrieved by the action taken by MCA for inclusion of theirname in the writ petition with Mumbai High Court and subsequently applied with NCLT Mumbaifor restoration Disqualification list they have filed of the company namely ‘ATTerminal Logistics Private Limited' and the Hon'able NCLT vide its order dated 23rdMarch 2018 approved the petition and levied the compounding fees of Rs.175000/-. ATTerminal Logistics Private Limited had duly paid the aforesaid fees with ROC Mumbai and iswilling to take the benefit of CODS Scheme 2018 but the said scheme got expired on 1stof May 2018 and DIN of the concerned Directors were not activated by the MCA during thevalidity of the scheme due to which AT Terminal Logistics Private Limited was unable tofile the pending Documents with the ROC Mumbai. The MCA had recently came up withclarification by way of general circular No. 05/2018 dated 17th May 2018 and asper paragraph 2 of the said circular ‘the Company which has filed the application forrevival under section 252 of the Act upto the date of the scheme the Director's DIN shallbe re-activated only NCLT order of revival subject to the Company having filing of alloverdue documents. And Registrar of Companies are directed to raise a ticket throughchange requirement form (CRF) on MCA21 portal along with the Copy of NCLT Order andE-Governance shall activate the DIN of such Directors. Concerned Directors have alreadytaken required steps for activating their DIN and they have complied with therequirements.

26. RISK MANAGEMENT

Risk is in itself sound as a huge responsibility for the organization to identifyevaluate access formulate and reduce it. It is the internal as well as external part ofthe Organization risk factor works in the day to day operations of the Company. There aredifferent kinds of risk to evaluate and reduce i.e. Market Risk Liquidity Risk OperationRisk Management Risk Interest Rate Risk etc. The Company has taken necessary steps toovercome the risk factor and helps the organization to run smoothly.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

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.

28. VIGILANCE MECHANISM

The Board of Directors has established vigil mechanism in the form of Whistle BlowerPolicy to enable Directors Employees to make written protected disclosures to the Boardin exceptional cases for investigation. The policy provides for adequate protection forwhistle blowers and victimization of complainants and also provides for initiation ofdisciplinary or corrective action. This functioning of vigil mechanism is periodicallyreviewed by the Board.

The said policy is also available on the website of the Company at www.ttspl.in underthe head investor section.

29. 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 andDisclosure Requirements) Regulations 2015 vide resolution passed at the meeting of theBoard of Directors held on April 26 2018. Further it has been reconstituted due toresignation tendered by Mr. Makarand Pradhan.

Current composition of the Audit committee are as follows:-

Composition of Audit Committee:

Name of the Director Status Nature of Directorship
Mr. Abhishek Ramesh Talwar Chairman Non-Executive & Independent Director
Mr. Sunil Gajanan Kshirsagar Member Non-Executive & Independent Director
Mr. Sanjiv Arvind Potnis Member Managing Director

Mr. Abhishek Ramesh Talwar is the Chairman of the Audit Committee.

The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.

30. STAKEHOLDER RELATIONSHIP COMMITTEE

Your Company has constituted a stakeholder relationship committee ("stakeholderrelationship Committee") to redress the complaints of the shareholders. 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 vide resolution passed at the meeting of the Board ofDirectors held on April 26 2017

Composition of Stakeholder Relationship Committee

Name of the Director Status Nature of Directorship
Mr. Sunil Gajanan Kshirsagar Chairman Non-Executive & Independent Director
Mr. Abhishek Ramesh Talwar Member Non-Executive & Independent Director
Mr. Sanjiv Arvind Potnis Member Executive Director

The Company has not received any complaints during the period under review. Also therewere no pending request for share transfer during the period.

31. NOMINATION AND REMUNERATION COMMITTEE

Your Company has reconstituted a Nomination and Remuneration Committee. Theconstitution of the Nomination and Remuneration Committee is as per the provisions ofSection 178 of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 and was approved in the Meeting of the Board ofDirectors held on April 26 2017.

Composition of Nomination and Remuneration Committee

Name of the Director Status Nature of Directorship
Mr. Sunil Gajanan Kshirsagar Chairman Non-Executive & Independent Director
Mr. Abhishek Ramesh Talwar Member Non-Executive & Independent Director
Ms. Leena Prashant Salvi Member Non-Executive Director

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 positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

32. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of the Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 as amended from time totime your Company has duly constituted Corporate Social Responsibility Committee underthe Chairmanship of Mr. Sunil Kshirsagar and two other members Mr. Abhishek Talwar and Mr.Sanjiv Potnis. The Committee has framed the Corporate Social Responsibility Policy of theCompany.

The Company is not required to spend any amount towards CSR activities but Companyknows and understands the ethics and therefore undertakes various initiatives on its ownfor the betterment of the society as a whole.

33. CODE OF CONDUCT

The Board has laid down a code of Conduct for all Board Members and Senior Managementof the Company. All the Board

Members and Senior Management Personnel have affirmed compliance with the Code onannual basis.

34. INSIDER TRADING

The Board has in consultation with the Stakeholder's Relationship Committee laid downthe policy to regulate and monitor Insider Trading. The Committee regularly analyses thetransactions and monitors them to prevent Insider Trading. The Company has also adopted aProhibition of Insider Trading Policy. The Policy was approved by the Board and same wasuploaded on the Company's website www.ttspl.in under the tab investors.

35. MEANS OF COMMUNICATION

The Board believes that effective communication of information is an essentialcomponent of Corporate Governance. The Company regularly interacts with 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 and outcome of meetings Company's Policies etc.

36. 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.

37. WEBSITE

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 whois responsible for assisting and handling investor grievances such other details as maybe required under sub regulation (2) of Regulation 46 of the Listing Regulations 2015.The Company ensures that the contents of this website are periodically updated.

38. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on Directors' appointment including criteria for determiningqualifications positive attributes and independence of a director as well as policyrelating to Remuneration of Key Managerial Personnel and other employees and other mattersas provided in Section 178(3) of the Act is appended as an Annexure VI to thisReport.

39. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

In accordance with Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules framed their under 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 2017-18.

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 framed thereunder.

40. COMPLIANCES OF SECRETARIAL STANDARDS

The Company is in compliance with all the applicable standards issued by the Instituteof Company Secretaries of India.

41. ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to the Bankers Financial InstitutionsGovernment Authorities Customers Vendors Consultants Advisors and Members for theirdirect and indirect co-operation and look forward to their continued support in thefuture.

Your Directors acknowledge the support and co-operation received from employees and allthose who have helped in day to day management of the Company.

For and on behalf of the Board
FOR TOTAL TRANSPORT SYSTEMS LIMITED
Sd/-
SANJIV ARVIND POTNIS
PLACE: MUMBAI MANAGING DIRECTOR
DATE: 27th AUGUST 2018 DIN: 00102090