The directors are pleased to present the 23rd annual report together with the auditednancial statements for the year ended 31st
March 2018: -
The Board of Directors of the company proposes to carry an amount of Rs. 1.33 lakhs toShare based payment Reserve.
The Directors recommended a dividend of Re. 0.80 per equity share having a face valueof Rs. 2 each (i.e. 40%) which includes dividend of Re. 0.16 per equity share (i.e. 8%)(previous Year Re. 0.16 per equity share) for nancial year 2017-2018 and a specialdividend of Re. 0.64 per equity share (i.e. 32%) keeping in view of pro t earned onaccount of sale of MTSS Business as Principal Agent of various overseas principals.
The dividend payout is subject to approval of members at the ensuing Annual GeneralMeeting. The dividend (if approved by members) will be paid to members whose names appearin the Register of Members at the close of working hours of the Company on 21st July 2018to the extent eligible.
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR / STATE OFCOMPANYS AFFAIR
Your Company is having Authorized Dealer Category II License from Reserve Bank of India(RBI) and is authorized to undertake various permissible money changing transactions andoutward remittance activities such as remittance for overseas education medical treatmentabroad Emigration and Emigration consultancy fees and for other permissible purposes.
During the year 2017-2018 as a strategic move the Company sold its MTSS business inIndia to Ebix Money Express Private Limited
(EMEPL) (previously known as You rst Monet Express Private Limited) and now operatingas the sub-agent of EMEPL for MTSS business.
The Company is also having license from RBI for issuing and operating payment systemfor semi closed pre-paid payment Instrument in India and is authorised to issue andoperate payment instruments which are redeemable at a group of clearly identi ed merchantlocations/ establishments which contract speci cally with the issuer to accept the paymentinstrument. The Company has wallet named TRANSCASH. The company is also selling theco-branded open loop pre-paid card of Yes Bank Limited.
During the year 2017-18 the market shown some positive growth and indicated somerecovery after de-monetization. During the year the foreign exchange business did betterthan previous year esp. the outward remittance business.
During the year under consideration your company again consolidated the operations inboth wholesale as well as retail segment of the foreign exchange business and isaggressively pursuing the inward remittance business. Apart from this the company is acorporate agent authorized by IRDA and National Business Correspondence of State Bank ofIndia. The gross revenue from operations of the Company for the year ended 31st March 2018was Rs. 81381.51 Lakhs as compared to Rs. 74595.26 Lakhs in previous year ended 31st March2017.
The short term as well as long term outlook for the Company is positive looking at thedeveloping market scenario focus on better resource management and thrust to expandnetwork.
Detailed information about the operations of the Company is incorporated in theManagement Discussion and Analysis Report. The Financial Highlights are mentioned abovewhile segment wise performance is not reported as company deals in only one segment i.e.Foreign Exchange and Remittance.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There was no signi cant and material order passed by the regulators or courts ortribunals which may impact the going concern status and companys operations infuture.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has in place adequate internal nancial controls with reference to nancialstatements. Statutory Auditors in their report has expressed their opinion on the internalnancial controls with reference to the nancial statements which is self explanatory.
The Board has adopted the policies and procedures for ensuring the orderly and e cientconduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablenancial disclosures.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Vedant Kanoi retire by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible o er himself for reappointment.
Mr. Hemant Kaul Non-Executive Chairman (DIN: 00551588) has ful lled all the criteriato become an Independent Director of the company hence Board has categorized him as anIndependent Director w.e.f. 28.04.2018. Mr. Hemant Kaul (DIN: 00551588) is proposed to beappointed as Independent directors to hold o ce for ve consecutive years for a term fromthe date of his appointment by the Board of Directors as per the provisions of Section149 152 read with Schedule IV of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015.
Mr. Vineet Agarwal (DIN: 00380300) Mr. Purushottam Agarwal (DIN: 00272598) and Mrs.Sonu Halan Bhasin (DIN: 02872234) being independent directors are not eligible for retireby rotation and hold o ce for ve consecutive years for a term from the date of theirappointment by the Board of Directors as per the provisions of Section 149 152 read withSchedule IV of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Company has also received declarationsfrom independent directors including Mr. Hemant Kaul (DIN: 00551588) that they meet thecriteria of independence as prescribed both under Section 149(6) of the Companies Act2013 and under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 which is enclosed with the report as Annexure 1.
Mr. Rajiv Tiwari CFO resigned from the company w.e.f. 31.10.2017 and company hasappointed Mr. Piyush Vijayvargiya as a CFO of the company w.e.f. 05.05.2018.
The Company has devised a Policy (available on the web-site of the company i.e.(http://transcorpint.com/wp-content/uploads/2018/03/Policy_on_Nomination__remuneration___evaluation_of_Directors.pdf)on directors appointment and remuneration including criteria for determining qualications positive attributes independence of a director and other matters speci ed underthe provisions of Section 178 of Companies Act 2013. The Policy also includes performanceevaluation of Independent Directors Board Committees and other individual Directorswhich include criteria for performance evaluation of the non-executive directors andexecutive directors. The Board has done a formal annual evaluation as required under theprovisions of Companies Act 2013. The evaluations for the Directors and the Board wereundertaken through circulation of two questionnaires one for the Directors and the otherfor the Board which assessed the performance of the Board on selected parameter related toroles responsibilities and obligations of the Board and functioning of the Committeesincluding assessing the quality quantity and timeliness of ow of information between theCompany management and the Board that is necessary for the Board to e ectively andreasonably perform their duties. The evaluation criteria for the Directors were based ontheir participation contribution and o ering guidance to and understanding of the areaswhich were relevant to them in their capacity as members of the Board.
Information regarding the meeting of directors and remuneration etc. is given in theCorporate Governance report attached with the report.
The company is having following Key Managerial Personnel: -
* Appointed as manager accounts on 01.11.2017 and as a CFO w.e.f. 05.05.2018 Note: Mr.Rajiv Tiwari resigned from the post of CFO w.e.f 31.10.2017
M/s Kalani & Co. Chartered Accountants Jaipur (Firm Registration No. 000722C)Statutory Auditors of the Company were appointed in the 22nd Annual General Meeting toholds o ce until the conclusion of the 27th Annual General Meeting going to be held in thecalendar year 2022 subject to rati cation of their appointment in every annual generalmeeting. The Company has received a letter from the auditors to the e ect that rati cationof their appointment to hold o ce from the conclusion of this annual general meeting tillthe conclusion of next annual general meeting if made would be within the prescribedlimits they ful ll the criteria provided in Section 141 of the Companies Act 2013 andare not disquali ed for such rati cation of their appointment under the
Companies Act 2013 the Chartered Accountants Act 1949 and the rules or regulationsmade thereunder. As per their letter there were no proceedings against them pending withrespect to professional matters of conduct. Pursuant to the provisions of Section 139 ofthe Companies Act 2013 and rules framed there under it is therefore proposed to ratifytheir appointment to hold o ce from the conclusion of this Annual General Meeting till theconclusion of next Annual General Meeting.
The observations of Auditors in their Report read with the relevant notes on accountsare self-explanatory and do not require further explanation.
SECRETARIAL AUDIT REPORT
The Board has re-appointed Mr. Sanjay Kumar Jain Company Secretary (having membershipno.4491 and CP no.7287) to conduct
Secretarial Audit for the nancial year 2017-18. The Secretarial Audit Report for thenancial year ended March 31 2018 is enclosed with this Report as Annexure 2 which isself-explanatory and do not require further explanation.
A) Bonus Shares
No Bonus shares were issued during the nancial year 2017-18. The Board of Directorsvide their meeting held on 05.05.2018 recommended the issuance 6356549 unissued Equityshares of face value of Rs. 2/- each of the company to be allotted distributed orcredited as fully paid-up "Bonus Shares" at par in proportion of 1 (one) suchnew Equity share for every 4 (Four) existing equity share held by such members as on therecord date to be xed by Board of Directors.
B) Issue of equity shares with di erential rights
There were no shares issued with di erential rights during the nancial year 2017-18.
C) Issue of sweat equity shares
No sweat equity shares were issued during the nancial year 2017-18.
D) Issue of employee stock options
Disclosures in Compliance with regulation 14 of Securities and Exchange Board of India(Share Based Employee Bene ts) Regulations 2014 and Rule 12 of Companies (Share Capitaland Debentures) Rules 2014 are set out in Annexure 3.
E) Provision of money by company for purchase of its own shares by employees or bytrustees for the bene t of employees
There was no provision made of the money by the company for purchase of its own sharesby employees or by trustees for the bene t of employees or by trustees for the bene t ofemployees.
F) Splitting/Sub Division of shares
No splitting/ sub division of shares was done during the nancial year 2017-18
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of section 92(3) of Companies Act 2013 the extract of theannual return in Form No. MGT 9 is enclosed with the report as Annexure 4.