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Transcorp International Ltd.

BSE: 532410 Sector: Services
NSE: N.A. ISIN Code: INE330E01023
BSE 00:00 | 27 Sep 18.20 -0.05
(-0.27%)
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19.15

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NSE 05:30 | 01 Jan Transcorp International Ltd
OPEN 17.90
PREVIOUS CLOSE 18.25
VOLUME 1363
52-Week high 21.55
52-Week low 7.40
P/E
Mkt Cap.(Rs cr) 58
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.90
CLOSE 18.25
VOLUME 1363
52-Week high 21.55
52-Week low 7.40
P/E
Mkt Cap.(Rs cr) 58
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Transcorp International Ltd. (TRANSCORPINTL) - Director Report

Company director report

The directors are pleased to present the 26th Annual report together with the auditedfinancial statements for the year ended 31st March 2021: -

FINANCIAL RESULTS

(Rs. In Lakh)

Particulars For the year ended 31.03.2021 For the year ended 31.03.2020 For the year ended 31.03.2021 For the year ended 31.03.2020
Standalone Consolidated
Revenue from Operations 91453.70 236124.91 91736.22 236765.26
Other Income 179.06 181.88 161.12 131.65
Profit/(loss) before Depreciation Finance Costs Exceptional items and Tax Expenses (34.63) (202.4) 70.17 (419.04)
Less: Depreciation/Amortization/Impairment 208.88 254.95 243.68 288.09
Profit/loss before Finance Costs Exceptional items and Tax Expenses (243.51) (457.35) (173.51) (707.13)
Less: Finance Cost 232.03 267.98 503.98 524.38
Profit/(loss) before Exceptional items and Tax Expenses (475.54) (725.33) (677.49) (1231.51)
Add/(less): Exceptional items - - - -
Profit/loss before Tax Expenses (475.54) (725.33) (677.49) (1231.51)
Less: Tax Expenses (Current & Deferred) (158.98) (217.62) (210.86) (244.01)
Profit/(loss) for the year (316.56) (507.71) (466.63) (987.50)

The Board of Directors of your company has decided to carry an amount of Rs3.40lakhs(Previous Year Rs. 5.17 lakhs) to Share Based Payment Reserve for the year under review.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR / STATE OF COMPANY'S 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 viz.selling and purchasing of all types of foreign currencies and selling of Foreign ExchangePrepaid Cards issued by various Banks and outward remittance activities such as remittancefor overseas education medical treatment abroad Emigration and Emigration consultancyfees and for other purposes as permitted by RBI.

The Company is also having license from RBI for issuing and operating payment systemfor semi closed loop pre-paid payment Instrument in India and issuing semi closed loopprepaid payment instruments.

Apart from this the company is holding composite license for Insurance business fromInsurance Regulatory and Development Authority (IRDA) for undertaking general and lifeInsurance business.

The Company is also a National Business Correspondence of State Bank of India forproviding various banking services of SBI such as Domestic Money Transfer cash withdrawaland deposition opening of non-frill accounts participating in various Govt. incentiveand benefit schemes etc. through its Customer Service Points (CSPs). As on 31.03.2021there were 800 plus active Customer Service Points for this segment spread all over thecountry.

The company is providing various other services such as domestic money transferIndo-Nepal Remittance etc. through its portal named TRANSCASH where more than 3000sub-agents are registered.

The foreign exchange business of the company depends on the travelling to abroad andduring the financial year 2020-2021 the foreign exchange business got impacted due torestrictions on travels to various countries on account of COVID-19 and as a result of thesame during the Financial Year 2020-2021 the total turnover of foreign exchange was Rs.90643.81 Lakhs (previous year Rs. 235491.23 Lakhs) and witnessed a decrease by 61.51%.

During the financial year 2020-2021 revenue from other businesses such as Paymentsystems Business Correspondent Domestic Money Transfer etc. was Rs. 809.89 Lakhs whichwas Rs. 633.68 during the financial year 2019-2020. These are the business which includesdigital payment and financial service distribution which have not been impacted negativelyby COVID-19.

The gross revenue from operations of the Company for the year ended 31st March 2021 Rs.91453.70 Lakhs as compared to Rs. 236124.91 Lakhs in previous year ended 31st March 2020.

The Company made all its efforts for increasing the revenue and rationalization of costand as a result of the same during the financial year 2020-2021 the loss after tax reducedto Rs. (-) 316.56 Lakhs which was Rs. (-) 507.71 Lakhs During the financial year2019-2020.

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.

DIVIDEND

The Board of Directors of your company after considering holistically the relevantcircumstances has decided that it would be prudent not to recommend any Dividend for thefinancial year 2020-21.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts ortribunals which may impact the going concern status and Company's operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference tofinancial statements. Statutory Auditors in their report has expressed their opinion onthe internal financial controls with reference to the financial statements which isself-explanatory.

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the 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 of reliablefinancial disclosures.

In terms of Regulation 34 & Schedule V of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 certificate of theCFO inter alia confirming the correctness of the financial statements adequacy of theinternal control measures and reporting of matters to the Audit Committee in terms of thesaid Regulation & Schedule is also enclosed as a part of the Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Ashok Kumar Agarwal (DIN: 01237294) retire by rotation atthe ensuing Annual General Meeting of the Company and being eligible offer himself forreappointment.

Mr. Hemant Kaul (DIN: 00551588) and Mr. Purushottam Agarwal (DIN: 00272598) Mr. SujanSinha (DIN: 02033322) and Mrs. Apra Kuchhal (DIN: 08453955) being independent directorsare not eligible for retire by rotation and hold office for five consecutive years for aterm from the date of their appointment by the Board of Directors as per the provisions ofSection 149 152 read with Schedule IV of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Company hasalso received declarations from independent directors that they meet the criteria ofindependence as prescribed both under Section 149(6) of the Companies Act 2013 (Act) andunder Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 which is enclosed with the report as Annexure 1.

Based on the recommendation of Nomination and Remuneration Committee the Board ofDirectors has recommend the re-appointment of Mr. Purushottam Agarwal as IndependentDirector of the Company for the second consecutive term of five years upto 30th November2025.

None of the directors of the Company are disqualified from being appointed as directorin terms of Section 164 of the Act and have given their consent to act as Directors. TheCompany has obtained a certificate from Practicing Company Secretary which is enclosedwith the report as Annexure 2B.

Mr. Piyush Vijayvargiya was designated as CFO of the Company w.e.f. 20th June 2020

Mr. Dilip Kumar Morwal is Company Secretary of the Company

Mr. Amitava Ghoshwas retired from the post of CEO of the Company w.e.f 30th June 2020.

The Company has devised a Policy (available on the web-site of the companyi.e.https://transcorpint.com/wp-content/ uploads/2018/03/Policy on Nomination remunerationevaluation of Directors.pdfon directors appointment and

remuneration including criteria for determining qualifications positive attributesindependence of a director and other matters specified under the provisions of Section 178of Companies Act 2013. The Policy also includes performance evaluation of IndependentDirectors Board Committees and other individual Directors which include criteria forperformance evaluation of the non-executive directors and executive directors. The Boardhas done a formal annual evaluation as required under the provisions of Companies Act2013.

The evaluations for the Directors and the Board were undertaken through circulation oftwo questionnaires one for the Directors and the other for the Board which assessed theperformance of the Board on selected parameter related to roles responsibilities andobligations of the Board and functioning of the Committees including assessing thequality quantity and timeliness of flow of information between the Company management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties. The evaluation criteria for the Directors were based on their participationcontribution and offering guidance to and understanding of the areas which were relevantto 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.

All Independent Directors are registered with India Institute of Corporate Affairs(IICA) and are included in the data bank of independent directors maintained by IICA.

The company is having following Key Managerial Personnel: -

Key Managerial Personnel Designation
1 Mr. Gopal Krishan Sharma (DIN 00016883) Managing Director
2 Mr. Dilip Kumar Morwal Group Company Secretary
3 Mr. Piyush Vijayvargiya* Chief Financial Officer

**Mr. Piyush Vijayvargiya was designated as CFO w.e.f. 20.06.2020

**Mr. Amitava Ghosh has retired from the post of CEO w.e.f 30.06.2020

AUDITORS

Under Section 139 of the Companies Act 2013 and the rules made thereunder it ismandatory to rotate the statutory auditor on completion of the maximum term permittedunder the provision of Companies Act 2013. In line with the requirements of CompaniesAct 2013 M/s Kalani & Co Chartered Accountants (Firm Registration No. 000722C) wasappointed as Statutory Auditors of the Company to hold office for the period of fiveconsecutive years from the conclusion of 22nd AGM of the Company held on 11th August 2017till the conclusion of 27th AGM of the Company held in the year 2022. The requirements ofannual ratification of Auditors appointment at the AGM has been omitted pursuant toCompanies Amendment Act 2017 notified on May 7th 2018.

The observations of Auditors in their Report read with the relevant notes on accountsare self-explanatory and do not require further explanation.

AUDIT REPORT

The Board has re-appointed Mr. Sanjay Kumar Jain Company Secretary in Practice (havingmembership no.4491 and CP no.7287) to conduct Secretarial Audit for the financial year2020-21. The Secretarial Audit Report for the financial year ended March 31 2021 isenclosed with this Report as Annexure 2 which is self-explanatory and do notrequire further explanation.

COMPLIANCE OF SECRETARIAL STANDARDS

During the year the Company has complied with the requirements of the ApplicableSecretarial Standards i.e. SS-1 and SS-2 relating to "Meeting of Board ofDirectors" and "General Meetings" respectively issued by Institute ofCompany Secretaries of India.

SECRETARIAL AUDIT REPORT OF MATERIAL SUBSIDIARY

As per Regulation 24A of SEBI (LODR) 2015 as amended Secretarial Audit report ofmaterial subsidiary for the financial year ended March 31 2021 is enclosed with thisReport as Annexure 2A which is self-explanatory and do not require furtherexplanation.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCYCODE 2016 (IBCl

During the year no application has been filed by any operational or financial creditoror by Company itself against its operational or financial creditor under Insolvency andBankruptcy Code (IBC) 2016

SHARE CAPITAL

A) Bonus Shares

No bonus shares were issued during the financial year 2020-21

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2020-21.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2020-21.

D) Issue of employee stock options

Disclosures in Compliance with regulation 14 of Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 and Rule 12 of Companies (Share Capitaland Debentures) Rules 2014 are set out in Annexure 3. The company has obtained acertificate of compliance from Statutory Auditors of the company in compliance ofprovisions of Regulation 13 of SEBI (Share Based Employee Benefits) Regulations 2014which will be available for inspection during the 26th Annual General Meeting of theCompany.

E) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit 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 benefit of employees or by trustees for the benefit ofemployees.

F) SpliMng/Sub Division of shares

No spliffing/ sub division of shares was done during the financial year 2020-21

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 available on the website of the Company through thefollowing link:- https://transcorpint.com/wp-content/up- loads/2017/11/MGT-9.pdf

CORPORATE GOVERNANCE

Your Company has been practicing the principals of good corporate governance over theyears and lays strong emphasis on transparency accountability and integrity.

A separate section on Corporate Governance and a Certificate from the PracticingCompany Secretary regarding compliance of conditions of Corporate Governance as stipulatedunder Regulation 34 & Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 form part of the Annual Report.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143including those which are reportable to the Central Government.

WHOLLY OWNED SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company is having 2 Wholly Owned Subsidiaries viz. Transcorp Estates PrivateLimited and Ritco Travels and Tours Private Limited.

The annual accounts for the year ended 31st March 2021 of Transcorp Estates PrivateLimited and Ritco Travels and Tours Private Limited the wholly owned subsidiaries of theCompany together with other documents as required under section 129(3) of the CompaniesAct 2013 (the Act) form part of this Annual Report. A statement in Form AOC-I pursuantto first proviso to sub-section (3) of section 129 read with rule 5 of Companies(Accounts) Rules 2014 containing salient features of the financial statement ofsubsidiaries is enclosed with this report as Annexure-4.

Company is not having any associate company and Joint venture as defined under theprovisions of Companies Act 2013 whose accounts are to be consolidated with the accountsof the company.

None of the company became or ceased to be Company's Subsidiaries joint ventures orassociate companies during the year 2020-21

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS AND SECURITIES PROVIDED UNDER SECTION186

Following table is showing the particulars of Loans guarantees or investment madeunder section 186 of Company Act 2013

(Rs. in Lakhs)

Name of the Company Nature of Transaction Purpose Balance Outstanding Maximum Amount Outstanding during the year
As at 31.03.2021 As at 31.03.2020 As at 31.03.2021 As at 31.03.2020
1 Mani Square Ltd. Loans and advances General Business and Others 130.66 125.59 136.94 125.59
2 Transcorp Estates Pvt. Ltd. Loans and advances General Business and Others 74.01 375.76 443.43 829.10
3 TCI Bhoruka Projects Ltd. Loans and advances General Business and Others 583.89 552.86 636.24 730.71
4 TCI International Ltd. Loans and advances General Business and Others 0.00 0.00 0.00 396.58
5 Ritco Travels and Tours Pvt. Ltd. Loans and advances General Business and Others 95.38 254.06 254.06 544.08
6 Larsen and Tou- bro Ltd. Investment in quoted Equity Instrument Investment 10.64 6.06 10.64 11.06
7 NHAI Bond Bond Investment 52.88 52.88 52.88 52.88
8 Transcorp Estates Pvt. Ltd. Investment in WOS Investment 2852.20 2852.20 2852.20 2852.20
9 Ritco Travels and Tours Pvt. Ltd. Investment in WOS Investment 599.00 599.00 599.00 599.00
10 Ritco Travels and Tours Pvt. Ltd. Corporate guarantee given for Fund based & Non Fund based financial facilities availed by WOS 1130.00 1775.00 1775.00 1857.00

MANAGERIAL REMUNERATION:

A) Details of the ratio of the remuneration of each director to the employeesremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under:

Name of Director/KMP and Designation Remuneration of Director/KMP for financial year 2020-21 (Rs. in Lakhs) % increase in Remuneration in the financial year 2020-21 Ratio of remuneration of each Di- rector/to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1 Mr. Hemant Kaul Non- Executive Chairperson & Independent Director NIL NIL Not Applicable Not Applicable
2 Mr. Ashok Kumar Agarwal Non- Executive Director NIL NIL Not Applicable Not Applicable
3 Mr. Purushottam Agarwal Independent Director NIL NIL Not Applicable Not Applicable
4 Mrs. Apra Kuchhal Independent Director NIL NIL Not Applicable Not Applicable
5 Mr. Sujan Sinha Independent Director NIL NIL Not Applicable Not Applicable
5 Mr. Vedant Kanoi Non-Executive Director NIL NIL Not Applicable Not Applicable
6 Mr. Gopal Krishan Sharma Managing Director 58.53 NIL 19.97 times Revenue from operations decreased
7 Mr. Amitava Ghosh CEO* 5.36 NIL Not Applicable by 61.27%
8 Mr. Dilip Kumar Morwal Company Secretary 12.15 NIL Not Applicable
9 Mr. Piyush Vijayvargiya 6.39 NIL Not Applicable

* Mr. Amitava Ghosh was retired from the post of CEO of the Company wef 30.06.2020.

**Mr. Piyush Vijayvargiyawas appointed as CFO of the Company w.e.f 20.06.2020.

Notes :-

i) Median remuneration of employees of the Company during the financial year ended31.03.2021 was Rs. 2.93 lakhs

ii) In the financial year there was a decrease of 12.79% in the median remuneration ofemployees.

iii) There were 128 confirmed employees (total151 employees) on the rolls of theCompany as on 31st March 2021

iv) Relationship between average increase in remuneration and company performance-Revenue from operations decreased by61.27% in the financial year 2020-21 in comparison tofinancial year 2019-20

v) Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the company: -

The total remuneration of Key Managerial Personnel remains samewhereas the Revenue fromoperations decreased by61.27 %

vi) a) Variation in the market capitalization of the company: The market capitalizationas on 31st March 2021 was Rs.

2930.36Lakhs (Rs. 2892.23 Lakhs as on 31st March 2020)

b) Price Earnings Ratio of the Company was-9.22times at 31st March 2021 and was -5.69times as at 31st March 2020.

c) Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the company came out with the last publicoffer: Not Applicable

vii) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out of thereare any exceptional circumstances for increase in the managerial remuneration: Averagepercentage increase made in the salaries of employees other than managerial personnel inlast financial year i.e. 2020-21 was NILwhereas increase in the managerial remunerationfor the same financial year was also NIL considering the contribution of Key ManagerialPersonnel in the growth of revenues.

viii) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theHuman Resources Nomination and Remuneration Committee as per the Remuneration Policy forDirectors Key Managerial Personnel and other Employees

ix) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: - N.A.

x) It is hereby affirmed that the remuneration paid is as per the as per theRemuneration Policy for Directors Key Managerial Personnel and other Employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

During the year under consideration none of the employees of the company was inreceipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence particulars asrequired under 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not given.

C) None of the Directors including Managing Director received any commission from theWholly Owned subsidiaries of the company during the year under consideration.

Other disclosures related to remuneration as per the provisions of section 197(12): -

1. No employee was in receipt of remuneration for full financial year 2020-21 which wasequal to or in excess of Rs. one crore and two lakh rupees or in for part of the financialyear 2020-21 which was equal to or in excess of Rupees eight lakh and fifty thousandrupees per month;

2. There was no employee who was employed throughout the financial year or partthereof and who was in receipt of remuneration in that year which in the aggregate oras the case may be at a rate which in the aggregate is in excess of that drawn by themanaging director and who holds by himself or along with his spouse and dependentchildren not less than two percent of the equity shares of the company

3. There was no employee who was deputed outside India during the financial year2020-21.

4. Top 10 employees of the company in terms of remuneration drawn during the financialyear 2020-2021:-

(Rs in Lakhs)

Name of Employee Designation Remuneration drawn during financial year 2020-2021
1 Mr. Gopal Krishan Sharma Managing Director 58.53
2 Mrs. Manisha Agarwal Chief Advisor 36.70
3 Mr. Ayan Agarwal Vice President (PPI) 20.56
4 Mr Vedapureeswaran S Regional Manager-South 15.84
5 Mr. Mayank Aggarwal Head- Operations and Quality 13.82
6 Mr. Dilip Kumar Morwal Group Company Secretary 12.15
7 Mr. Adarsh Tiwari Head-IT 11.45
8 Mr. A. Suresh Area Manager- Chennai 9.81
9 Mr. Vikram Yadav Sr. Manager AD-II 9.47
10 Mr. Manish Ambwani Sr. Manager Wholesale 8.13

HUMAN RESOURCES MANAGEMENT

To ensure good human resources management at Transcorp International Limited we focuson all aspects of the employee lifecycle. This provides a holistic experience for theemployee as well. During their tenure at the Company employees are motivated throughvarious skill-development engagement and volunteering programs. All the while we createeffective dialogs through our communication channels to ensure that the feedback reach therelevant teams

As on 31.03.2021151 Employees were on rolls of the company.

DISCLOSURES

Conservation of energy technology absorption and foreign exchange earnings and outgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) Conservation of energy: N.A.

(i) The steps taken or impact on conservation of energy;

(ii) The steps taken by the company for utilizing alternate sources of energy;

(iii) The capital investment on energy conservation equipment;

(B) Technology absorption: N.A.

(i) The efforts made towards technology absorption;

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution;

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-

(a) The details of technology imported;

(b) The year of import;

(c) Whether the technology been fully absorbed;

(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof; and

(iv) The expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows.

Earnings and outflow on account of foreign exchange are as under and also have beendisclosed in the notes to the accounts. Cash flow statement pursuant to Regulation 34 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part ofthis annual report.

(Amount Rs.in Lakhs)

Particulars 2020-2021 2019-2020
Expenditure in Foreign Currency
Traveling 0.00 21.55
Earning in Foreign Currency (excluding reimbursement of expenses)
Signing Bonus 0.00 81.25

PUBLIC DEPOSITS

The Company has outstanding deposits of Rs. 568.35 Lakhs as on 31st March 2021 ascompared to Rs. 653.06 Lakhs as on 31st March 2020 from the public. However there were nooverdue deposits except unclaimed deposits of Rs 2.51 Lakhs. The details relating todeposits covered under Chapter V of the Companies Act 2013 -

(a) Accepted during the year ended 31st March 2021 Rs 260.04 Lakhs (including renewal)

(b) Remained unpaid or unclaimed as at the end of the year; Rs 2.51 Lakhs (unclaimed)(incl interest)

(c) Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-N.A.

(i) At the beginning of the year; NIL

(ii) Maximum during the year; NIL

(iii) At the end of the year; NIL

The details of deposits which are not in compliance with the requirements of Chapter Vof the Companies Act 2013: NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR Committee of the Company consists of following members:

Name of Member Position in CSR Committee
1 Mrs. Apra Kuchhal Chairperson*
2 Mr. Ashok Kumar Agarwal Member
3 Mr. Sujan Sinha Member

* The Company has appointed Mrs. Apra Kuchhal as Chairperson of CSR Committee in themeeting of Board of Directors held on 11th May 2021.

The Company has adopted a CSR Policy in compliance with the aforesaid provisions andthe same is placed on theCompa- nys website at http://www.transcorpint.com/.

Keeping in view of losses for the financial year 2020-21 the company does not requireto spend any money on CSR activities. The CSR Committee in its meeting held on 7thFebruary 2020 decide a budget of Rs. 5 Lakhs for the CSRActivities (for cataractoperations) but the same could not be spend as there were no cataract operations conductedormanaged by Bhoruka Charitable Trust (through which company undertake the CSRActivities)due to COVID-19 during financial year 2020-2021. Information in format for theannual report on CSR activities to be included in the Boards Report as prescribed underCompanies (CSR Policy) Rules 2014 is enclosed with the report as Annexure: 5

The Company has devised a Policy (available on the web-site of the company athttp://transcorpint.com/wp-content/up- loads/2018/03/CSR_policy-TIL.pdf) on CorporateSocial Responsibility (CSR).

VIGIL MECHANISM

The Company has established a Vigil Mechanism in terms of Section 177 (9) of theCompanies Act 2013 and also in terms of Regulation 22 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. The details ofthe Vigil Mechanism are given in the Corporate Governance Section which is annexedherewith.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRES- SAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2020-21.

No. of complaints received No. of complaints disposed off
1 NIL N.A.

DIRECTORS RESPONSIBILTY STATEMENT

The Directors would like to inform the members that the audited accounts for thefinancial year 31st March 2021 are in full conformity with the requirements of theCompanies Act 2013. The financial results are audited by the statutory auditors M/sKalani & Co. Pursuant to the provisions of Section 134(3) (c) of Companies Act 2013the Directors further confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year ended31st March 2021 and of the profit of the company for the year ended on that date;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the IND-AS110 on Consolidated Financial Statements the AuditedConsolidated Financial Statements are provided in the Annual Report.

TRANSFER OF AMOUNT/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

The amounts which remained unpaid or unclaimed for a period of seven years have beentransferred by the company from time to time on due dates to the Investor Education andProtection Fund.

Pursuant to the provisions of Section 124(6) of the Companies Act 2013 read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules2016 as amended till date 10504 shares (37 records) were transfer/ transmitted heldby the shareholders of the Company whose dividends are unpaid for a consecutive period of7 years or more to the Demat A/c of the Investor Education and protection fund authorityopened by the IEPF Authority in terms of the aforesaid Rules. The process was completed on23rd April 2021.

Pursuant to the provision of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 thecompany has uploaded the details of unpaid and unclaimed amounts lying with the Company ason 01st August 2020 (date of last Annual General Meeting) on the Company's website(www.transcorpint.com) and also on the Ministry of Corporate Affairs website and alsosent individual letters to shareholders at the address available in the records of theCompany/RTA for claiming unclaimed dividend.

The Company has appointed Mr. Dilip Morwal Company Secretary as Nodal Officer underthe provisions of the Investor Education and Protection Fund.

Details of year wise amount of unclaimed dividend and sale proceedings of fractionalshares arising out of issuance of bonus shares lying in the unpaid account upto the yearand corresponding shares which are to be transferred to Investor Education and ProtectionFund:-

Unclaimed Dividend/ sale proceedings of fractional shares arising out of issuance of bonus shares Year Balance c/f as on 31.03.2021 Date on which unclaimed dividend to be transferred to Investor Education Fund i.e. within 30 days of completion of 7 years Corresponding number of shares*
1 Unclaimed Dividend- 2013-2014 82386.60 18th August 2021 102983
2 Unclaimed Dividend- 2014-2015 86291.00 30th August 2022 107851
3 Unclaimed Dividend- 2015-2016 150273.44 21st August 2023 939234
4 Unclaimed Dividend- 2016-2017 184627.84 17th Sept. 2024 1153954
5 Unclaimed Dividend- 2017-2018 82968.80 08th Sept 2025 129787
6 Unclaimed sale proceedings of fractional shares arising out of issuance of bonus shares-2014-2015 17707.65 30th August 2022 N.A
7 Unclaimed sale proceedings of fractional shares arising out of issuance of bonus shares2017-18 5660.86 01st Aug 2025 N.A.

* These are the corresponding number of shares of the unclaimed dividend and not forthe purpose of transfer to IEPF. These are subject to change considering the calculationfor transfer of shares to IEPF every year.

COMPLIANCE

The Company continued to vigorously pursue its commitment in adhering to the higheststandards of compliance. The compliance function in the Company plays a pivotal role inensuring that the overall business of the Company is conducted in accordance withregulatory prescriptions. The Compliance function facilitates improvement in thecompliance culture in the Company through various enablers like dissemination ofregulatory changes and spreading compliance knowledge through training circulars andother means of communication and direct interaction. To ensure that all the businesses ofthe Company are aware of compliance requirements the compliance function is involved inveffing of new products and processes evaluating adequacy of internal controls andexamining systemic correction required based on its analysis and interpretation of theregulatory doctrine and the deviations observed during compliance monitoring and testingprograms. This function also ensures that internal policies address the regulatoryrequirements besides veffing processes for their robustness and regulatory compliances.During the year all the reports and statements were filed with the prescribed authoritiesas per the requirement of various applicable laws.

INFORMATION TECHNOLOGY

Your company keeps in line with the ongoing technological developments taking place inthe country and worldwide. The information technology adopted by the company serves as animportant tool of internal control as well as providing the benefits of modern technologyto its esteemed customers. All the branches of the company are integrated and data iscentralized at the head office level. Company is taking utmost precautions for thesecurity of data and having a dedicated team for this. During the financial year 2020-2021there was no instance of cyber security breach happened in the company.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthis report relates and the date of the report except as otherwise mentioned in thisdirector report if any.

There had been no changes in the nature of Company's business. Company has 2 WhollyOwned subsidiaries. To the best of information and assessment there has been no materialchanges occurred during the financial year generally in the classes of business in whichthe company has an interest except as otherwise mentioned in this director report if any.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciation for theguidance and support received from the Reserve Bank of India Financial Intelligence Unitour bankers shareholders deposit holders business associates principals suppliers andour esteemed customers during the year under review.

The Directors also wish to thank all the employees for efforts put in by them at alllevels to achieve the overall results during the year under consideration.

For and on behalf of the Board
FOR TRANSCORP INTERNATIONAL LIMITED
HEMANT KAUL GOPAL KRISHAN SHARMA
NON-EXECUTIVE CHAIRPERSON MANAGING DIRECTOR
DIN:00551588 DIN:00016883
Place: Jaipur
Date: 11.05.2021

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