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Trans Freight Containers Ltd.

BSE: 513063 Sector: Industrials
NSE: TRANSFREIT ISIN Code: INE360D01014
BSE 00:00 | 17 Jan 19.85 -0.80
(-3.87%)
OPEN

21.65

HIGH

21.65

LOW

19.70

NSE 05:30 | 01 Jan Trans Freight Containers Ltd
OPEN 21.65
PREVIOUS CLOSE 20.65
VOLUME 6201
52-Week high 28.10
52-Week low 7.35
P/E 9.06
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 21.65
CLOSE 20.65
VOLUME 6201
52-Week high 28.10
52-Week low 7.35
P/E 9.06
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Trans Freight Containers Ltd. (TRANSFREIT) - Director Report

Company director report

To

The Shareholders

Your Directors present their 47th Annual Report and Audited Statement of Accounts ofthe Company for the year ended 31st March 2021.

FINANCIAL RESULTS:

(Rs.) Year ended
31/03/2021 31/03/2020
Profit/(Loss) before Interest Depreciation &Taxation 97256454 13614129
Less: Interest 0 151999933
Less: Depreciation 489244 2470229
Profit / (Loss) before tax during the year 96767210 (140856033)
Profit / (Loss) after tax during the year 86884516 (140856033)
Profit/ (Loss) brought forward from previous year (455799784) (314937002)
Profit / (Loss) before Appropriation (368915268) (455793035)
Adjustment of prior period Tax 0 (6749)
APPROPRIATIONS (368915268) (455799784)
Provision for Tax 0 0.00
Balance Carried to Balance Sheet (368915268) (455799784)

DIVIDEND:

In view of accumulated losses your Directors are unable to recommend any dividend forthe financial year ended 31st March 2021.

TRANSFER TO RESERVES:

During the year under review no amount was transferred to general reserves.

PERFORMANCE:

The turnover of your Company for the year ended March 31 2021 was Rs.98000 as againstRs.Nil in the previous year. Your Company has earned a Profit of Rs.97256454 beforeInterest Depreciation and Taxation as against a profit of Rs.13614129 in the previousyear. After providing for interest of Rs. Nil (Previous year Rs.151999933) andDepreciation of Rs.489244 (Previous year Rs.2470229) your Company has a net profit ofRs.96767210 as against a net loss of Rs.140856033 in the previous year. Your Company'smanufacturing activities of ISO Marine Cargo Container remains suspended as containerproduction has not yet become viable.

Your Company has not been able to undertake any diversification activities due to theCovid situation prevailing in the country and globally since early 2020 and its impact isstill continuing. Your Company will exercise all cautions before venturing into anyactivities.

Share Capital:

The Company has not issued any shares during the financial year 2020-21 and thereforethe Share Capital remained same during the said year.

Changes in Nature of Business and Revision in the Board's Report:

There is no change in the nature of business of the Company during the year and hencethere is no revision made in the Board's Report.

Directors and Key Managerial Personnel: (1) Directors: a) Shri Anil Mittal (DIN:00040337) Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. b) Mrs.Poornima S. Agarwal(DIN: 01912716) Independent Director of Company has resigned from the Board of the Companyw.e.f. 14th April2021. c) The Board has appointed Ms. Runnu Mahadev Polley (DIN:09279308) as an additional Independent Woman Director w.ef. 13th August 2021 andrecommends her appointment at the ensuing Annual General Meeting as Non-ExecutiveIndependent Women Director. There is no other change in the composition of the Board ofDirectors.

(2) Key managerial Personnel:

The Company has following Key Managerial Personnel:

Sr. No. Name of the Person Designation
1 Shri Badal Mittal Whole-time Director
2 Shri Chandrabhan R. Singh Chief Financial Officer
3 Smt. Pushpalata V. Mishra Company Secretary

(3) Declaration by Independent Directors:

The Company has received necessary declarations from the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed both undersection 149(6) of the

Companies Act 2013 and Regulation 16 (1) (b) of the Securities and Exchange Board ofIndia (Listing

Obligations and Disclosure Requirements) Regulations 2015. In the opinion of theBoard they fulfill the conditions of independence as specified in the Act and the rulesmade there under and are independent of the management.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a structuredquestionnaire was prepared after taking into consideration the various aspects of theBoard's functioning Composition of the Board and its Committees performance of specificduties obligations and governance.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The performance evaluation of the chairmanand the Non-Independent Directors was carried out by Independent Directors. The Board ofDirectors expressed its satisfaction with the evaluation process. Similarly the Board hasevaluated the performance of Independent Directors without their presence in the meeting.

The Company has as recommended by Nomination and Remuneration Committee formulated aPolicy for determining qualifications positive attributes and independence of a Directorand relating to the remuneration for the directors key managerial personnel and otheremployees.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013 and hereby confirm that: -a. in thepreparation of the annual accounts the applicable accounting standards have been followedalong with proper explanation relating to material departures; and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company. b. the directors have selected such accounting policies andapplied consistently to the affairs of the Company as at 31st March 2021 and of theprofit of the Company for the year ended on that date; c. the directors have taken properand sufficientcare for the maintenance of adequate accounting records in accordance withthe provisions of this Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d. the directors have prepared the annualaccounts on a going concern basis; and the directors have laid down proper systemsfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively. e. Proper internal financial controls werelaid down and such internal financial controls were adequate and were operatingeffectively; and f. The directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

Information as required under Rule 5(2) & 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are as under.

1. Top Ten Employees in terms of remuneration drawn during the year

Sr. Name No. Designation/ Nature Duties Remune- ration Qualifi- cation Experience (in years) Date of Commence of Employment Age (in years) Last Employment Held
1 Mrs. Pushpalata Mishra Company Secretary 240000 C.S. 11 01.08.2019 40 NA
2 Mr. Chandrabhan R. Singh Chief Financial Officer 293520 B.Com. DIEM 35 01.08.1985 60 NA
3 Mrs. Pranita P. Mulgaonkar Accounts Assistant 356341 B.A. 30 20.06.1991 53 Goa Urban Co-op. Bank
4 Mrs. Pushpa Singh Accounts Assistant 293520 H.S.C. 9 01.04.2012 56 NA
5 Mrs. Catherine L. Kangare Stenographer 224273 F.Y.B. Com 23 26.08.1996 62 Western Rolling Mills Ltd.
6 Mr. Santosh Singh Yadav Store Manager 299756 B.A. 39 09.12.1981 64 NA
7 Mr. Ashokkumar Singh Security Incharge 281340 B.A. 35 08.12.1885 66 NA
8 Mr. Mohammed M. Ansari Accounts Clerk 169790 H.S.C. 27 24.11.1992 46 NA

There are only 8 employees of the Company.

2. Details of Employees who were:

a) Employed throughout the Financial Year under review and were in receipt ofremuneration for the Financial Year in the aggregate of not less than Rs. 10200000 perannum- NIL

b) Employed for the part of the Financial Year under review and were in receipt ofremuneration at the rate of not less than 850000/-per month: NIL

c) There was no employee either throughout the financial year or part thereof whowas in receipt of remuneration which in the aggregate was in excess of that drawn by theManaging Director or Whole-time Director and who held by himself or along with his spouseor dependent children two percent or more of the Equity Shares of the Company.

d) None of the above employees is a relative of any Director of the Company.

Disclosure under Section 197(12) of the Companies Act 2013 and other Disclosure as perRule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules2014:

Since none of the Directors is in receipt of any remuneration the ratio ofremuneration to the median remuneration of the employees is not applicable.

Disclosure under Section 197(14) of the Companies Act 2013

The Company does not have any holding or subsidiary Company and therefore the questionof receiving any remuneration or commission by the executive Director of the Company fromany of the holding or subsidiary Company does not arise.

Number of Board Meetings:

During the Financial year total 4 (Four) meetings of the Board of Directors were heldon 02.09.2020 14.09.2020 03.11.2020 and 15.02.2021 respectively.

Following committees have been constituted by the Board of Directors:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

Composition of Audit Committee:

The details pertaining to the composition of Audit Committee are included in theCorporate Governance Report which forms part of this report.

Composition of Nomination and Remuneration Committee:

The details pertaining to the composition of Nomination and Remuneration Committee areincluded in the Corporate Governance Report which forms part of this report.

Composition of Stakeholders Relationship Committee

The details pertaining to the composition of Stakeholders Relationship Committee areincluded in the Corporate Governance Report which forms part of this report.

Corporate Social Responsibility:

Although the Company does not meet any of the criteria prescribed under section 135the Companies Act 2013 the Board of Directors had constituted a CSR Committee comprisingof following directors as its member as a matter of abundant caution: -

1. Mr. Badal Mittal Whole-time Director

2. Mr. Nikhil Dalmia Director

3. Mrs. Poornima Agarwal Independent Director

The Board has also adopted CSR Policy as recommended by CSR Committee. One meeting ofCSR Committee was held on 3rd November 2020.

As per Audited Statement of Profit and Loss there is net profit ofRs.96767210/-before providing for Income Tax. However there is a profit ofRs.93070045/-on sale of Fixed Asset which is not to be included in profit as perprovisions of Section 198(3)of the Companies Act2013.Thus the remaining net profit beforetax comes to Rs.3697165/-.

The Company had incurred average loss during the three immediately preceding FinancialYears. In view of these facts the Company was not required to spend any amount on CSRactivities.

Since the Company did not comply any of the criteria prescribed under Section 135(1)of the Companies

Act 2013 for the applicability of said Section during any of the immediately precedingthree financial year the

Board of Directors has dissolved the Corporate Social Responsibliity Committee at it'smeeting held on 30th June2021.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHNAGE EARNINGS & OUTGO:

(A) Presently the Company is not engaged in any manufacturing activity and thereforethe provisions relating to conservation of energy and technology absorption are notapplicable to it. However adequate measures are being taken to reduce energy consumptionwherever possible.

(B) The company has neither acquired nor absorbed any technology during the year underreview.

(C) Foreign Exchange Earning- Nil
Foreign Exchange Outgo- Nil

LISTING OF SHARES:

The Shares of your company are listed on BSE Ltd. The company has paid Annual ListingFee for the year 2021 - 2022 and also Annual Custodian Fees in respect of Shares held indematerialization mode to NSDL and CDSL for the year 2021-22.

STATUTORY AUDITORS:

M/s M.N. Desai & Associates Chartered Accountants (Firm Registration No. 129571W)were appointed as the Statutory Auditors of the Company for a period of 5 years at theForty Third Annual General Meeting held on 29th September 2017 and they shall hold theoffice as such till the conclusion of the Forty Eighth AGM to be held in the year 2022.

AUDITORS' REPORT:

There are no remarks or qualifications in the Auditors' Report requiring any specificexplanation.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204(1) of the Companies Act 2013 read with rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed M/s.

K. C. Nevatia & Associates a firm of Company Secretaries in Practice (C. P. No.2348) to undertake the

Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as "Annexure- A" and forms an integral part of this Report.

Directors Explanation to Qualification in Secretarial Audit Report: a) The Board ofDirectors is making its best efforts to persuade all the promoters to get their sharesdemated. b) The company is not maintaining it's website as it is not carrying on anybusiness activity. c) The observations of Secretarial Auditor's Report as mentioned initem No. 3 are self-explanatory and do not require any clarification from Board.

Extract of Annual Return:

Extract of the Annual Return in form MGT-9 for the financial year ended 31st March2021 made under the provisions of Section 92(3) of the Act is annexed as "Annexure- B" and forms part of this Report.

Compliance Certificate of the Auditors:

The Company has obtained a certificate from the statutory auditors regarding compliancecorporate governance as stipulated in SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 and the same is annexed hereto as "Annexure-C".

CORPORATE GOVERNANCE:

A separate report on Corporate Governance as required under Listing Regulations 2015is annexed as

"Annexure – D" hereto. by the regulators or courts or tribunalsimpacting Thedetailsofsignificant the going concern status and company's operations infuture:

No such order was passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.

Internal Control Systems:

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size of its operations are in place. Adequate measures are taken to utilizethe assets and resources of the Company economically and efficiently. The Board continuedto review the internal control system from time to time.

Material changes and commitments if any affecting the financial position of thecompany which have occurred between the financial year end of the company to whichfinancial results relate and the date of this report:

No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and date of thisreport.

Particulars of loans investments and securities:

The details of Loans Securities and Investments as covered under the provisions ofsection 186 of the Companies Act 2013 are given in the Note No. 5 and 7 to FinancialStatements.

Particulars of contracts or arrangement with related parties:

The Company has not entered into any transaction with any of the related party duringthe year under review. Hence the provisions of Section 188 of the Companies Act 2013 arenot attracted and therefore disclosure in form AOC-2 is not required.

Risk Management Policy:

The Company manages risk through a detailed Risk Management Policy framework which laysdown guidelines in identifying assessing and managing risks that the operations of theCompany are exposed to. Risk is managed by the Board through appropriate structures thatare in place at the Company.

Cost Audit:

The maintenance of cost records has not been specified by the Central Government underSub-Section (1) of

Section 148 of the Companies Act 2013 in respect of the activities carried on by theCompany.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013:

The Company has zero tolerance towards sexual harassment at the workplace. Internalcomplaint committee has been set up to redress complaints regarding sexual harassment.During the year under review there were no instances of sexual harassment of women atworkplace pursuant to the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

Impact of the Covid-19 Pandemic on the business:

The Company is not carrying on any business/Manufacturing activity and therefore theoutbreak of COVID-19 pandemic occurred in India had no impact on the performance of thecompany. The impact of COVID-19 on the company's performance in subsequent financial yearis not ascertainable.

On behalf of the Board of Directors
BADAL MITTAL
Whole-time Director
DIN: 00076143
ANIL MITTAL
Director
DIN: 00040337
Place: Mumbai
Date:13th August2021

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