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Trans Asia Corporation Ltd.

BSE: 530783 Sector: Others
NSE: N.A. ISIN Code: INE321C01018
BSE 00:00 | 23 Jan Trans Asia Corporation Ltd
NSE 05:30 | 01 Jan Trans Asia Corporation Ltd
OPEN 3.41
PREVIOUS CLOSE 3.41
VOLUME 200
52-Week high 3.41
52-Week low 3.10
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.41
CLOSE 3.41
VOLUME 200
52-Week high 3.41
52-Week low 3.10
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Trans Asia Corporation Ltd. (TRANSASIACORPO) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting the 24th Annual Report on the business andoperations of the Company alongwith the Audited Statement of Accounts of your Company forthe financial year ended 31st March 2018:

FINANCIAL POSITION OF THE COMPANY

Financial summary of the Company for the year under review along with figures forprevious year are as follows:

(Rs. in Lacs)

Particulars 31.03.2018 31.03.2017
Sales & Other Income 0.00 0.017
Profit/ (Loss) before depreciation (5.76) (7.32)
Less: Depreciation 0.00 0.00
Profit/ (Loss) before Tax (5.76) (7.32)
Less: Provision for Tax
Current Tax 0.00 0.00
Fringe Benefit Tax 0.00 0.00
Deferred Tax 0.00 0.026
Less: Exceptional items 0.00 0.00
Net Profit/ (Loss) after Tax & Adjustments (5.76) (7.34)

PERFORMANCE

The Company incurred loss of Rs. 5.76 lacs as compared to that of Rs. 7.34 lacs in theprevious year. Your Directors are hopeful of achieving better results in the current year.

DIVIDEND

Owing to the continuous losses incurred by the Company your Directors regret theirinability to declare any dividend during the year under review.

MARKETING STRATEGY

Your Company is making efforts to implement new plans and strategies and diversify theexisting range of products so that the Company obtains new synergies in Global trade aswell as Domestic trade. Further with the favourable government policies to aid theProduction and Manufacturing of Goods and Services and the development in Foreign Tradeand Foreign direct investment policies your Directors are hopeful that the Company willbe able to maximize its opportunities for growth and development in the near future.

FUTURE OUTLOOK

The Company has long term and short term plans for new products marketing strategiesand tie up with other entities which are being implemented from time to time.Implementation of new plans will make possible for your Company to achieve the targets.

It is expected that while the growth in profitability would be a challenge theconcrete plans and strategies which are afoot should see growth in turnover and profits inthe years to come.

FINANCE

Your Directors are pleased to announce that your Company is a Zero Debt Company and itdoes not have any liability for loans and interest burden thereof.

SHARE CAPITAL & LISTING

Your Directors are pleased to announce that your Company has obtained connectivity withCentral Depository Services Limited (CDSL) and National Depository Services Limited (NSDL)to provide facilities to all members investors and shareholders and to hold the shares indematerialised form. Equity shares of the Company can be held in electronic form with anydepository participant (DP) with whom Members / Investors have their Demat Accounts. TheEquity Shares of the Company are listed and being traded with the Bombay Stock Exchange.

DIRECTORS

In order to ensure compliance with Section 152(6) of the Companies Act 2013 and theArticles of Association of the Company the Board has considered Mr. Vikram Khandelwal asliable to retire by rotation.

In accordance with the provisions of the Companies Act 2013 Mr. Vikram Khandelwalbeing longest in office retire by rotation at the ensuing Annual General Meeting andbeing eligible offer himself for re-appointment.

The position of the Board of Directors as on 31st March 2018 is as follows:

Mr. Sushilkumar Chokhani and Mrs. Varda Pandya Directors of the Company continue tohold Directorship in the Company.

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof Independence as provided in sub-section (6).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 theDirectors of the Company confirm that:

(i) That in the preparation of the annual accounts for the Financial Period ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial Period;

(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts on a going concern basis.

(v) They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

(vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2017-18 Five meetings of the Board of Directors of thecompany were held; please refer to the Corporate Governance Report which form part ofthis report.

DEPOSITS

Your Company has neither invited nor accepted/renewed any "Deposit" frompublic within the meaning of the term "Deposits" under the Companies (Acceptanceof Deposits) Rules 2014 as amended from time to time.

COMPANY SECRETARY

Ms. Anjana Omprakash Sharma resigned as Company Secretary w.e.f. 5thNovember 2016. The Company is making efforts to find a suitable replacement for her.

AUDITORS AND THEIR REPORT

The members of the Company at its Annual General Meeting held on September 29 2017have appointed M/s. Shah & Taparia Chartered Accountants (Firm Regn. No. 109463W)Mumbai as the Statutory Auditors of the Company to hold office upto the conclusion of theTwenty Third annual general meeting of the Company.

The term of Office of M/s. Shah & Taparia Chartered Accountants (Firm Regn. No.109463W) the Statutory Auditors of the Company expires at the end of the ensuing annualgeneral meeting.

M/s. Shah & Taparia Chartered Accountants Mumbai have consented and haveintimated about their eligibility and availability u/s 139(1) and the Companies (Audit andAuditors) Rules 2014. In terms of Section 139(1) the Statutory Auditors have to beappointed for a period of five years. M/s. Shah & Taparia Chartered AccountantsMumbai have been appointed as the Statutory Auditors of Company to hold office from theconclusion of the ensuing Annual General Meeting to the conclusion of Twenty Eighth AnnualGeneral Meeting subject to ratification every year and has also confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

The report of the auditors M/s. Shah & Taparia Chartered Accountants to theshareholders is a part of the Annexure. The notes to the Accounts that are a part of thefinancial statements are self-explanatory and need no further clarifications orexplanations.

CORPORATE GOVERNANCE

Your Company is committed to follow the guidelines of SEBI and Stock Exchanges fromtime to time. Your Company implemented most of its major stipulation as applicable to theCompany. The Statutory Auditors' {M/s. Shah & Taparia Chartered Accountants}certificate dated 1st September 2018 in accordance with provisions of SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015 and a report onCorporate Governance is annexed hereto and forming part of the Directors' Report.

STATUTORY INFORMATION

A. CONSERVATION OF ENERGY

The Particulars required under Section 134 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 are not applicable to the Company. However consideringthe importance of conservation of energy and the benefits derived out of it the Companyhas introduced various measures that involve the conservation. The measures adoptedincluding using power savers wherever possible less power consuming electrical fittingsetc.

The employees are also made aware of the advantages of conserving power and toimplement it by using natural lighting and ventilation wherever possible. However theCompany has not incurred any major expenditure on this account.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review transactions in Foreign Exchange are as under:

Foreign Exchange Earnings : Nil (Previous Year – Nil)
Foreign Exchange Outgo : Nil (Previous Year – Nil)

C. RESEARCH AND DEVELOPMENT (R&D) TECHNOLOGY ABSORPTION ADAPTATION &INNOVATION

The Company has neither carried out any Research and Development activities norabsorbed/adapted/innovated any Technology during the financial year under review. Hencethe Company has not incurred any expenditure under this category.

D. PARTICULARS OF EMPLOYEES

During the year under review there were no employees drawing remuneration of Rs.6000000 p.a. or Rs. 500000/- p.m. or more. Hence there is no information to beprovided in accordance to Section 197 read with Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

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

There were no loans guarantees made by the Company under Section 186 of the CompaniesAct 2013 during the year under review. The particulars of investments are contained inNote 8 forming part of audited statement of accounts.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered into with the Related Parties as defined under Section 2(76)of the Companies Act 2013 during the financial year were in the ordinary course ofbusiness and on an arm's length pricing basis and none of the transactions with relatedparties falls under the scope of Section 188(1) of the Companies Act 2013. There are nomatters which need to be disclosed in relation to the related parties pursuant to Section134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 and hencedisclosure in Form AOC-2 is not provided.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Secretarial Auditor has made qualification with respect to appointment of CompanySecretary and Chief Financial Officer under the provision of section 203 of Companies Act2013 during the year under review. The directors wish to state that the Company is in theprocess of appointing the said KMPs and hopes to appoint them soon. The Auditor has alsomade an observation that the Company is yet to pay the penalty to BSE. The directors wishto state that the Company is in the process of making payment towards the same. The otherobservations given by the Auditor in his report are self-explanatory and hence do notrequire any further clarifications or explanations.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in "Annexure B" and is attached to this report.

ANNUAL RETURN

The extracts of Annual Return [in Form MGT-9] pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished in "Annexure A" and is attached to this Report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The details of financial performance of Subsidiary/ Joint Venture/Associate Company arefurnished in "Annexure A" and attached to this report.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.

RISK MANAGEMENT POLICY

The Statement showing the details regarding the development and implementation of RiskManagement Policy of the Company have been stated in the Management Discussion andAnalysis Report. The risk management includes identifying types of risks and itsassessment risk handling and monitoring and reporting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. V. K Gupta Secretarial Auditors to undertake the Secretarial Audit of theCompany. The Report of the Secretarial Audit Report is annexed herewith as "AnnexureC".

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

HUMAN RESOURCE

Your Company believes in the philosophy of communicating with the entire team in a twoway process. Company also believes in the principal of proper delegation of authoritywhich results in uplift of Commitment level responsibility and accountability of entireteam right from Managing Director to Lowest level of administration. Every effort is madeto implement the suggestions received and to encourage staff for more suggestions anddiscussions for ongoing improvement.

CUATIONARY STATEMENT

Statement in the Directors' Report & Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may beforward looking statements. Actual results could differ materially from those expressed orimplied. Important factors that could make difference to the Company's operations includecyclical demand changes in government regulations tax regimes economic development andother ancillary factors

ACKNOWLEDGEMENT

Your Directors wishes to place on record their sincere thanks to the valuable clientsvendors investors banks business associates consultants and advisors for their keeninvolvement with the Company's affairs and business and look forward for their continuedsupport in the future.

Your Directors make a special mention and their deep sense of appreciation to theemployees of the Company for their continued effort and contribution for the potentialgrowth of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF TRANS ASIA CORPORATION LIMITED

(VIKRAM KHANDELWAL) (SUSHIL CHOKHANI)
DIN 01577020 DIN 00471693
CHAIRMAN & MANAGING DIRECTOR
DIRECTOR
REGISTERED OFFICE:
110 ROYAL RATAN 7 M. G. ROAD
INDORE – 452 001
DATE: 1st September 2018