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Transcorp International Ltd.

BSE: 532410 Sector: Services
NSE: N.A. ISIN Code: INE330E01023
BSE 00:00 | 23 Sep 8.69 0.37
(4.45%)
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NSE 05:30 | 01 Jan Transcorp International Ltd
OPEN 8.30
PREVIOUS CLOSE 8.32
VOLUME 1032
52-Week high 17.90
52-Week low 6.34
P/E
Mkt Cap.(Rs cr) 28
Buy Price 7.92
Buy Qty 30.00
Sell Price 8.69
Sell Qty 25.00
OPEN 8.30
CLOSE 8.32
VOLUME 1032
52-Week high 17.90
52-Week low 6.34
P/E
Mkt Cap.(Rs cr) 28
Buy Price 7.92
Buy Qty 30.00
Sell Price 8.69
Sell Qty 25.00

Transcorp International Ltd. (TRANSCORPINTL) - Director Report

Company director report

The directors are pleased to present the 25th Annual reporttogether with the audited financial statements for the year ended 31st March 2020:

- FINANCIAL RESULTS

(Rs. In Lakh)

Particulars For the year ended 31.03.2020 For the year ended 31.03.2019 For the year ended 31.03.2020 For the year ended 31.03.2019

Standalone

Consolidated

Revenue from Operations 236124.91 146816.38 236765.26 147550.45
Other Income 181.88 317.78 131.65 224.56
Profit/(loss) before Depreciation Finance Costs Exceptional items and Tax Expenses (202.40) (767.79) (419.04) (696.46)
Less: Depreciation/Amortization/Impairment 254.95 105.57 288.09 141.51
Profit/loss before Finance Costs Exceptional items and Tax Expenses (457.35) (873.36) (707.13) (837.97)
Less: Finance Cost 267.98 268.20 524.38 433.98
Profit/(loss) before Exceptional items and Tax Expenses (725.33) (1141.56) (1231.51) (1271.95)
Add/(less): Exceptional items - - - -
Profit/loss before Tax Expenses (725.33) (1141.56) (1231.51) (1271.95)
Less: Tax Expenses (Current & Deferred) (217.62) (291.64) (244.01) (286.03)
Profit/(loss) for the year (507.71) (849.92) (987.50) (985.92)

The Board of Directors of your company has decided to carry an amountof Rs 5.17 lakhs (Previous Year Rs. 4.87 lakhs) to Share Based Payment Reserve for theyear under review.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR / STATE OFCOMPANY'S AFFAIR

Your Company is having Authorized Dealer Category II License fromReserve Bank of India (RBI) and is authorized to undertake various permissible moneychanging transactions and outward remittance activities such as remittance for overseaseducation medical treatment abroad Emigration and Emigration consultancy fees and forother permissible purposes.

The Company is also having license from RBI for issuing and operatingpayment system for semi closed pre-paid payment Instrument in India and is authorised toissue and operate payment instruments.

During the year under consideration your company consolidated theoperations in both wholesale as well as retail segment of the foreign exchange businessand is aggressively pursued the inward remittance business.

During the year 2019-20 the company has launched its Prepaid Card.

Apart from this the company is a corporate agent authorized by IRDA forundertaking general Insurance business and National Business Correspondence of State Bankof India and as on 31.03.2020 there were more than 700 active Customer Service Points forthis segment.

The gross revenue from operations of the Company for the year ended 31stMarch 2020 was Rs. 236124.91 Lakhs as compared to Rs.146816.38 Lakhs in previous yearended 31st March 2019.

The short term as well as long term outlook for the Company ispositive looking at the developing market scenario focus on better resource managementand thrust to expand network.

Detailed information about the operations of the Company isincorporated in the Management Discussion and Analysis Report. The Financial Highlightsare mentioned above while segment wise performance is not reported as company deals inonly one segment i.e. Foreign Exchange and Remittance.

IMPACT OF COVID-19

Impact of the CoVID-19 pandemic on the businesses of TranscorpInternational Limited are as below:

Transcorp International Limited is having following businesses: -

1. Foreign Exchange Business as Authorised Dealer Category II licensedby Reserve Bank of India

2. Payment Systems as PPI issuer licensed by Reserve Bank of India

3. Other Businesses: Domestic Money Transfer SBI-BC and GeneralInsurance

1. Ability to maintain operations including the factories/units/officespaces functioning and closed down:

During the lockdown all the offices/ branches of the company remainedclosed for some time. However being in service industry we managed to keep our Businessoperations Compliance Legal treasury accounts and back office teams operational due towork from home arrangements.

Post relaxations allowed in lockdown the company has started openingits offices with minimum staff strength (as allowed by govt.) after ensuring the socialdistancing (Do Guz ki doori) use of masks sanitizers Arogya Setu app proper hygieneand other measures as prescribed by the Ministry of Home Affairs.

2. Schedule for restarting the operations:

Being in service industry the company has managed to continue some ofthe business and back office operations from home. Further out of the total 19 Branchlocations the company has already opened its offices in the State of UttrakhandRajasthan Gujrat Delhi Haryana Punjab Tamil Nadu Karnataka Kerala Telangana andWest Bengal. Subject to the relaxations provided in Lock down by Maharashtra the companywill open its offices in Maharashtra.

3. Steps taken to ensure smooth functioning of operations:

The company has already started operations through opening of itsbranch offices in all States (except Maharashtra) as mentioned above and it is taking allprescribed precautions while doing branch operations.

The company is having a wide spread customer and sub-agent base and ishopeful of achieving normal customer flow very soon.

4. Estimation of the future impact of CoVID-19 on its operations:

Foreign Exchange Business:

The foreign exchange business has witnessed a dip of in the month ofApril and May 2020 in comparison to the same month last year.

The Management foresees that the Company's forex business wouldcontinue to be impacted till travel restrictions are removed international flights /travel resumes and global lockdowns get lifted. The Company's business depends on theglobal economy and also a lot depends on how major countries manage the COVID-19 pandemicspread.

There has been pursuing a strategic focus on digital transformation ofits forex business covering each and every segment as a key element for succeeding in thenew paradigm. The Management have been using this opportunity to strengthen and transformCompany processes to digital to the extent practical to remain relevant when businessresumes.

Since many countries have declared the timeline of opening theirborders for travels hence Forex Business is expected to recover by 50% by August 2020 andit is likely to recover up to 70% by November 2020.

Payment systems and other businesses:

There is no adverse impact of COVID-19 crisis on Payment System andother businesses of the company viz. Domestic Money Transfer SBI-BC Pre-Paid Instrumentand other misc. businesses.

5. Details of impact of CoVID-19 on following aspects of TranscorpInternational Limited:-

a. Capital and financial resources:

The Management has been prudently using its equity and overdraftfacility for working capital requirement and having the sufficient resources for runningits business operations.

b. Profitability:

Keeping in view of temporary dip in business there will be an adverseeffect on the profits of the company for first and second quarter of the Financial Year2020-21. The Management expect some improvement from quarter three onwards as by that timethings will be started normalizing.

c. Liquidity position:

As mentioned above the Management has been prudently using its equityand overdraft facility for working capital requirement and is able to meet its fixedexpenses. The Company's financial position remains stable and it has adequate liquidityfor its subdued operations. The management has also taken some cost rationalizationmeasures to reduce various costs which will be helpful for achieving positive bottom-linein coming months when the normal business levels will be achieved.

d. Ability to service debt and other financing arrangements:

The Management using its overdraft facility efficiently and issufficiently able to meet its all debt obligations including principal and interestthereto.

e. Assets:

The temporary dip in business will have temporary adverse impact ongrowth in financial assets of the company. However no distress sale of any asset of theCompany will have to be resorted to by the Company.

f. Internal financial reporting and control:

The company is having a sufficient internal financial report andcontrol system. The company is using a centralized accounting system which can be accessesby the authorised persons from their respective locations. During the lock down thelimited business operations were going on through employees from their respective homes.Due to the centralized accounting system back office and accounts and finance staff wasable to support the business team.

The management of the company do not foresee any adverse effect ofCOVID-19 on internal financial reporting and control.

g. Supply chain:

The company is a service provider hence there is no impact on supplychain.

For Foreign Exchange Business there will not be any impact on supply ofthe currency notes and other paid instruments. For payment system business the vendorswill keep supplying the material like pre-paid cars etc.

There will not be any impact of supply chain on other misc. businessesof the company.

h. Demand for its products/services:

At present the company is providing following services: -

S.No. Business Nature of business Impact on demand
1 Foreign Exchange and Outward Remittance As authorised dealer category II licenses by Reserve Bank of India During the period of lockdown although the company was running its outward remittance operations and forex card re-loading but due to the restrictions on travel there was a huge impact on the demand of these services. Since now the company has opened all its locations (except Maharashtra) and in coming months the international travel is going to be started hence demand for retail sales will be increased. Similarly demand for outward remittance will also be increased.
2 Pre-Paid Payment Instruments Licensed by RBI for issuance and operations of semi-closed loop pre-paid payment instruments No substantial impact on demand. Due to COVID-19 the demand for cashless transactions have been increased.
3 Other businesses
A Domestic Money Transfer Under BC model During the lock down period also company was running its DMT business operations and there seem no major impact of COVID-19 crisis on this
business
B SBI-BC CSP As national BC of SBI No major impact on demand of these services
C General Insurance Business As corporate agent licensed by IRDA No major impact on demand of these services

Existing contracts/agreements where non-fulfilment of the obligationsby any party will have significant impact on the company's business:

There are no Existing contracts/agreements where non-fulfilment of theobligations by any party will have any impact on the Company's business.

Impact on Going Concern assumption

Keeping in view of above and keeping view of measures taken byManagement regarding cost optimization and exploring new avenues of business themanagement do not foresee any adverse effect of COVID-19 on going concern assumption orstatus of the company.

DIVIDEND

The Board of Directors of your company after considering holisticallythe relevant circumstances has decided that it would be prudent not to recommend anyDividend for the financial year 2019-20.

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

There was no significant and material order passed by the regulators orcourts or tribunals which may impact the going concern status and company's operations infuture.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls withreference to financial statements. Statutory Auditors in their report has expressed theiropinion on the internal financial controls with reference to the financial statementswhich is self-explanatory.

The Board has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. Vedant Kanoi (DIN: 02102558) retire byrotation at the ensuing Annual General Meeting of the Company and being eligible offerhimself for reappointment.

Mr. Hemant Kaul (DIN: 00551588) and Mr. Purushottam Agarwal (DIN:00272598) Mr. Sujan Sinha (DIN: 02033322) and Mrs. Apra Kuchhal (DIN: 08453955) beingindependent directors are not eligible for retire by rotation and hold office for fiveconsecutive years for a term from the date of their appointment by the Board of Directorsas per the provisions of Section 149 152 read with Schedule IV of the Companies Act 2013and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Company has also received declarations from independent directors that they meetthe criteria 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.

None of the directors of the Company are disqualified from beingappointed as director in terms of Section 164 of the Act and have given their consent toact as Directors. The Company has obtained a certificate from Practicing Company Secretarywhich is enclosed with the report as Annexure 2A.

Mr. Subodh Sureka resigned from the post of CFO of the company w.e.f.14.11.2019. After resignation of CFO the company started the process for appointment ofCFO but no suitable candidate was found. Due to lockdown there was a delay in appointmentof CFO which was beyond the control of the company and Mr. Piyush Vijayvergiya wasdesignated as CFO of the company w.e.f. 20.06.2020 hence the company has now complied withthe provisions of companies Act 2013 regarding the appointment of CFO.

Mr. Amitava Ghosh is Chief Executive Officer of the company and Mr.Dilip Kumar Morwal is Company Secretary.

Mr. Amitava Ghosh will retire from the post of CEO of the Company w.e.f30.06.2020.

The Company has devised a Policy (available on the web-site of thecompany i.e. http://transcorpint.com/wpcontent/uploads/ 2018/03/Policy on Nominationremuneration evaluation of Directors.pdf on director's appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters specified under the provisions of Section 178 of Companies Act2013. The Policy also includes performance evaluation of Independent Directors BoardCommittees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors. The Board has done aformal annual evaluation as required under the provisions of Companies Act 2013.

The evaluations for the Directors and the Board were undertaken throughcirculation of two questionnaires one for the Directors and the other for the Board whichassessed the performance of the Board on selected parameter related to rolesresponsibilities and obligations of the Board and functioning of the Committees includingassessing the quality quantity and timeliness of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties. The evaluation criteria for the Directors were based on theirparticipation contribution and offering guidance to and understanding of the areas whichwere relevant to them in their capacity as members of the Board.

Information regarding the meeting of directors and remuneration etc. isgiven in the Corporate Governance report attached with the report.

The company is having following Key Managerial Personnel: -

S. No. Key Managerial Personnel Designation
1 Mr. Gopal Krishan Sharma (DIN 00016883) Managing Director
2 Mr. Amitava Ghosh*** Chief Executive Officer
3 Mr. Dilip Kumar Morwal Company Secretary
4 Mr. Piyush Vijayvergiya* ** Chief Financial Officer

* Mr. Subodh Sureka Resigned from the position of CFO w.e.f. 14.11.2019

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

*** Mr. Amitava Ghosh will retire from the post of CEO w.e.f 30.06.2020AUDITORS

Under Section 139 of the Companies Act 2013 and the rules madethereunder it is mandatory to rotate the statutory auditor on completion of the maximumterm permitted under the provision of Companies Act 2013. In line with the requirementsof Companies Act 2013 M/s Kalani & Co Chartered Accountants (Firm Registration No.000722C) was appointed as Statutory Auditors of the Company to hold office for the periodof five consecutive years from the conclusion of 22nd AGM of the Company heldon 11th August 2017 till the conclusion of 27th AGM of the Companyheld in the year 2022. The requirements of annual ratification of Auditors appointment atthe AGM has been omitted pursuant to Companies Amendment Act 2017 notified on May 7th2018.

The observations of Auditors in their Report read with the relevantnotes on accounts are self-explanatory and do not require further explanation.

SECRETARIAL AUDIT REPORT

The Board has re-appointed Mr. Sanjay Kumar Jain Company Secretary inPractice (having membership no.4491 and CP no.7287) to conduct Secretarial Audit for thefinancial year 2019-20. The Secretarial Audit Report for the financial year ended March31 2020 is enclosed with this Report as Annexure 2 which is self-explanatory anddo not require further explanation.

COMPLIANCE OF SECRETARIAL STANDARDS

During the year the Company has complied with the requirements of theApplicable Secretarial 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.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCYAND BANKRUPTCY CODE 2016 (IBC)

During the year no application has been filed by any operational orfinancial creditor or by Company itself against its operational or financial creditorunder Insolvency and Bankruptcy Code (IBC) 2016

SHARE CAPITAL

A) Bonus Shares

No bonus shares were issued during the financial year 2019-20.

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during thefinancial year 2019-20.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2019-20.

D) Issue of employee stock options

Disclosures in Compliance with regulation 14 of Securities and ExchangeBoard of India (Share Based Employee Benefits) Regulations 2014 and Rule 12 of Companies(Share Capital and Debentures) Rules 2014 are set out in Annexure 3. The companyhas obtained a certificate of compliance from Statutory Auditors of the company incompliance of provisions of Regulation 13 of SEBI (Share Based Employee Benefits)Regulations 2014 which will be available for inspection during the 25th AnnualGeneral Meeting of the Company.

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

There was no provision made of the money by the company for purchase ofits own shares by employees or by trustees for the benefit of employees or by trustees forthe benefit of employees.

F) Splitting/Sub Division of shares

No splitting/ sub division of shares was done during the financial year2019-20 EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of section 92(3) of Companies Act 2013 theextract of the annual return in Form No. MGT - 9 is available on the website of theCompany through the following link:-http://transcorpint.com/wp-content/uploads/2017/11/MGT-9.pdf

CORPORATE GOVERNANCE

Your Company has been practicing the principals of good corporategovernance over the years and lays strong emphasis on transparency accountability andintegrity.

A separate section on Corporate Governance and a Certificate from thePracticing Company Secretary regarding compliance of conditions of Corporate Governance asstipulated under Regulation 24 & Schedule V of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 form part of theAnnual Report.

In terms of Regulation 24 &Schedule V of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015certificate of the CEO and CFO inter alia confirming the correctness of the financialstatements adequacy of the internal control measures and reporting of matters to theAudit Committee in terms of the said Regulation & Schedule is also enclosed as a partof the Report.

FRAUDS REPORTED BY AUDITORS

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

WHOLLY OWNED SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

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

The annual accounts for the year ended 31st March 2020 of TranscorpEstates Private Limited (TEPL) and Ritco Travels and Tours Private Limited (RTTPL) thewholly owned subsidiaries of the Company together with other documents as required undersection 129(3) of the Companies Act 2013 (the Act) form part of this Annual Report. Astatement in Form AOC-I pursuant to first proviso to sub-section (3) of section 129 readwith rule 5 of Companies (Accounts) Rules 2014 containing salient features of thefinancial statement of subsidiaries/associate companies/joint venture is enclosed withthis report as Annexure-4.

None of the company became or ceased to be company's Subsidiariesjoint ventures or associate companies during the year 2019-20.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS AND SECURITIES PROVIDEDUNDER SECTION 186

Following table is showing the particulars of Loans guarantees orinvestment made under section 186 of Company Act 2013

Name of the Company Nature of Transaction Purpose

Balance Outstanding

Maximum Amount Outstanding during the year

As at

31.03.2020

As at

31.03.2019

As at

31.03.2020

As at

31.03.2019

Shri Ganesh Cotton Company Ltd Loans and advances General Business and Others 0.00 0.00 0.00 0.40
Vishnu Incorporation Loans and advances General Business and Others 0.00 0.00 0.00 2.44
Mani Square Ltd. Loans and advances General Business and Others 125.59 112.13 125.59 112.13
Transcorp Estates Pvt. Ltd. Loans and advances General Business and Others 375.76 805.94 829.10 2284.00
TCI Bhoruka Projects Ltd. Loans and advances General Business and Others 552.86 665.75 730.71 665.75
TCI International Ltd. Loans and advances General Business and Others 0.00 396.58 396.58 396.58
Ritco Travels and Tours Pvt. Ltd. Loans and advances General Business and Others 254.06 397.09 544.08 522.50
Axis Bank Ltd. Investment in quoted Equity Instrument Investment 0.00 0.00 0.00 13.88
Larsen and Toubro Ltd. Investment in quoted Equity Instrument Investment 6.06 7.36 11.06 7.36
Larsen and Toubro Ltd. Liquid Fund Mutual Fund Investment 0.00 - 0.00 490.13
NHAI Bond Bond Investment 52.88 52.65 52.88 52.65
Transcorp Estates Pvt. Ltd. Investment in WOS Investment 2852.20 2852.20 2852.20 2852.20
Ritco Travels and Tours Pvt. Ltd. Investment in WOS Investment 599.00 399.00 599.00 399.00
Ritco Travels and Tours Pvt. Ltd. Corporate guarantee given For Fund based & Non Fund based financial facilities availed by WOS 1775.00 1857.00 1857.00 1857.00

MANAGERIAL REMUNERATION:

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

S. Name of Director/KMP and No. Designation Remuneration of Director/KMP for financial year 2019-20 (Rs. in Lakhs) % increase in Remuneration in the financial year 2019-20 Ratio of

remuneration of each Director/to median

remuneration of employees

Comparison of the Remuneration of the KMP against the performance of the Company
Mr. Hemant Kaul Non- Executive Chairman & Independent Director 1 NIL NIL Not Applicable Not Applicable
Mr. Ashok Kumar Agarwal NonExecutive Director NIL NIL Not Applicable Not Applicable
Mr. Purushottam Agarwal Independent Director NIL NIL Not Applicable Not Applicable
Mrs. Sonu Halan Bhasin

Independent Director* 4

NIL NIL Not Applicable Not Applicable
Mr. Vedant Kanoi Non-Executive Director NIL NIL Not Applicable Not Applicable
Mr. Gopal Krishan Sharma 6 Managing Director 70.86 10% 21.09 times

Revenue from operations increased by 61%

7 Mr. Amitava Ghosh CEO 46.66 10% Not Applicable
Mr. Dilip Kumar Morwal Company Secretary 15.62 10% Not Applicable
9 Mr. Subodh Sureka** *** 8.67 NIL Not Applicable

* Mrs. Sonu Halan Bhasin resigned from the directorship of the Companyw.e.f. 06.04.2019

** Mr. Subodh Sureka resigned as CFO of the Company on 14.11.2019

*** Mr. Piyush Vijayvergiya was appointed as CFO of the Company w.e.f20.06.2020.

Notes :-

i) Median remuneration of employees of the Company during the financialyear ended 31.03.20 was Rs. 3.36 lakhs

ii) In the financial year there was a increase of 0.89% in the medianremuneration of employees.

iii) There were 138 confirmed employees (total 187 employees) on therolls of the Company as on 31st March 2020

iv) Relationship between average increase in remuneration and companyperformance- Revenue from operations increased by 61% in the financial year 2019-20 incomparison to financial year 2018-19.

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

The total remuneration of Key Managerial Personnel increased by 10%whereas the Revenue from operations increased by 61%

vi) a) Variation in the market capitalization of the company: Themarket capitalization as on 31st March 2020 was Rs. 2892.23 Lakhs (Rs. 7119.33Lakhs as on 31st March 2019)

b) Price Earnings Ratio of the Company was -5.69 times at 31stMarch 2020 and was -8.39 times as at 31st March 2019.

c) Percentage increase over decrease in the market quotations of theshares of the company in comparison to the rate at which the company came out with thelast public offer: Not Applicable

vii) Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out of there are any exceptional circumstances for increase in themanagerial remuneration: Average percentage increase made in the salaries of employeesother than managerial personnel in last financial year i.e. 2019-20 was 16.48% whereasincrease in the managerial remuneration for the same financial year was 10% consideringthe contribution of Key Managerial Personnel in the growth of revenues.

viii) The key parameters for the variable component of remunerationavailed by the directors are considered by the Board of Directors based on therecommendations of the Human Resources Nomination and Remuneration Committee as per theRemuneration Policy for Directors Key Managerial Personnel and other Employees

ix) The ratio of the remuneration of the highest paid director to thatof the employees who are not directors but receive remuneration in excess of the highestpaid director during the year: - N.A.

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

B) Details of every employee of the Company as required pursuant torule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014:

During the year under consideration none of the employees of thecompany was in receipt of remuneration in excess of limits prescribed under clause 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 henceparticulars as required under 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not given.

C) None of the Directors including Managing Director received anycommission from the Wholly Owned subsidiaries of the company during the year underconsideration.

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

1. No employee was in receipt of remuneration for full financial year2019-20 which was equal to or in excess of Rs. one crore and two lakh rupees or in forpart of the financial year 2019-20 which was equal to or in excess of Rupees eight lakhand fifty thousand rupees per month;

2. There was no employee who was employed throughout the financial yearor part thereof and who was in receipt of remuneration in that year which in theaggregate or as the case may be at a rate which in the aggregate is in excess of thatdrawn by the managing director and who holds by himself or along with his spouse anddependent children not less than two percent of the equity shares of the company

3. There was no employee who was deputed outside India during thefinancial year 2019-20 HUMAN RESOURCES MANAGEMENT

To ensure good human resources management at Transcorp InternationalLimited we focus on all aspects of the employee lifecycle. This provides a holisticexperience for the employee as well. During their tenure at the Company employees aremotivated through various skill-development engagement and volunteering programs. All thewhile we create effective dialogs through our communication channels to ensure that thefeedback reach the relevant teams

As on 31.03.2020 187 Employees were on rolls of the company.

DISCLOSURES

Conservation of energy technology absorption and foreign exchangeearnings and outgo

The details of conservation of energy technology absorption foreignexchange earnings and 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 ofenergy;

(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 reductionproduct development or import substitution;

(iii) In case of imported technology (imported during the last threeyears reckoned from 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 placeand the reasons thereof; 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 yearand the Foreign Exchange outgo during the year in terms of actual outflows.

Earnings and outflow on account of foreign exchange are as under andalso have been disclosed in the notes to the accounts. Cash flow statement pursuant toRegulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of this annual report.

Particulars 2019-2020 2018-2019
Expenditure in Foreign Currency

Traveling

21.55 10.70
Earning in Foreign Currency (excluding reimbursement of expenses)

Signing Bonus

81.25 32.00

PUBLIC DEPOSITS

The Company has outstanding deposits of Rs. 653.06 Lakhs as on 31stMarch 2020 as compared to Rs. 709.31 Lakhs as on 31st March 2019 from thepublic. However there were no overdue deposits except unclaimed deposits of Rs 10.51Lakhs.

The details relating to deposits covered under Chapter V of theCompanies Act 2013 -

(a) Accepted during the year ended 31st March 2020 Rs 249.89Lakhs (including renewal)

(b) Remained unpaid or unclaimed as at the end of the year; Rs 10.51Lakhs (unclaimed) (incl interest)

(c) Whether there has been any default in repayment of deposits orpayment of interest thereon during the year and if so number of such cases and the totalamount 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 therequirements of Chapter V of the Companies Act 2013: NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR Committee of the Company consists of following members:

S. No. Name of Member Position
1 Mr. Ashok Kumar Agarwal Member
2 Mr. Sujan Sinha* Member
3 Mrs. Apra Kuchhal* Member

* Mr. Sujan Sinha and Mrs. Apra Kuchhal Independent Directors wereappointed as the member of the committee w.e.f. 17.05.2019. The company has adopted a CSRpolicy in compliance with the aforesaid provisions and the same is placed on the company'swebsite at http://www.transcorpint.com/.

Keeping in view losses for the financial year 2019-20 the company doesnot require to spend any money on CSR activities.The CSR committee in its meeting held on7th February 2020 allocated a budget of Rs. 5 Lakhs for the CSR activities.

Company received the invoices cum demand letter regarding the cataractsurgeries conducted by Bhoruka Charitable Trust during the lockdown for Rs. 4.75 lakhs butdue to lockdown the company could not make the payment against the same hence noexpenditure has been booked against CSR activity for the financial year ended 2019-20. Thecompany will book the same on doing the payment.

Information in format for the annual report on CSR activities to beincluded in the Board's Report as prescribed under Companies (CSR Policy) Rules 2014 isenclosed with the report as Annexure: 5

The Company has devised a Policy (available on the web-site of thecompany at http://transcorpint.com/wp- content/uploads/2018/03/CSR policy-TIL.pdf) onCorporate Social Responsibility (CSR).

VIGIL MECHANISM

The Company has established a Vigil Mechanism in terms of Section 177(9) of the Companies Act 2013 and also in terms of Regulation 22 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. The details of the Vigil Mechanism are given in the Corporate Governance Sectionwhich is annexed herewith.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received anddisposed off during the year 2019-20.

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

DIRECTOR'S RESPONSIBILTY STATEMENT

The Directors would like to inform the members that the auditedaccounts for the financial year 31st March 2020 are in full conformity with therequirements of the Companies Act 2013. The financial results are audited by thestatutory auditor's M/s Kalani & Co. Pursuant to the provisions of Section 134(3) (c)of Companies Act 2013 the Directors further confirm that:

(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year ended 31st March 2020 and of the profit of the company for theyear ended on that date;

(c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;

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

(e) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and areoperating effectively.

(f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the IND-AS110 on Consolidated Financial Statementsthe Audited Consolidated 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 sevenyears have been transferred by the company from time to time on due dates to theInvestor Education and Protection Fund.

Pursuant to the provisions of Section 124(6) of the Companies Act 2013read with the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules2016 as amended till date 5030 shares (31 records) weretransfer/ transmitted held by the shareholders of the Company whose dividends are unpaidfor a consecutive period of 7 years or more to the Demat A/c of the Investor Education andprotection fund authority opened by the IEPF Authority in terms of the aforesaid Rules.The process was completed on 10th December 2019.

Pursuant to the provision of Investor Education and Protection Fund(Uploading of information regarding unpaid and unclaimed amounts lying with companies)Rules 2012 the company has uploaded the details of unpaid and unclaimed amounts lyingwith the Company as on July 27 2019 (date of last Annual General Meeting) on theCompany's website (www.transcorpint.com). and also on the Ministry of Corporate Affairs'website.

The Company has appointed Mr. Dilip Morwal Company Secretary as NodalOfficer under the provisions of the Investor Education and Protection Fund.

Details of year wise amount of unclaimed dividend and sale proceedingsof fractional shares arising out of issuance of bonus shares lying in the unpaid accountup to the year and corresponding shares which are to be transferred to Investor Educationand Protection Fund:-

Unclaimed Dividend/ sale proceedings S. No. of fractional shares arising out of issuance of bonus shares Year Balance c/f as on 31.03.2020 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-2012-2013 100950 28th August 2020 84125
2 Unclaimed Dividend- 2013-2014 82386.6 18th August 2021 102983
3 Unclaimed Dividend- 2014-2015 86291 30th August 2022 107851
4 Unclaimed Dividend- 2015-2016 150278.24 21st August 2023 939234
5 Unclaimed Dividend- 2016-2017 184632.64 17th Sept. 2024 1153954
6 Unclaimed Dividend- 2017-2018 82968.8 08th Sept 2025 129787
Unclaimed sale proceedings of fractional 7 shares arising out of issuance of bonus shares-2014-2015 17707.65 30th August 2022 N.A
Unclaimed sale proceedings of fractional 8 shares arising out of issuance of bonus shares 2017-18 5660.86 01st Aug 2025 N.A.

* These are the corresponding number of shares of the unclaimeddividend and not for the purpose of transfer to IEPF. These are subject to changeconsidering the calculation for transfer of shares to IEPF every year.

COMPLIANCE

The Company continued to vigorously pursue its commitment in adheringto the highest standards of compliance. The compliance function in the Company plays apivotal role in ensuring that the overall business of the Company is conducted inaccordance with regulatory prescriptions. The Compliance function facilitates improvementin the compliance 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 invetting 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 vetting 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 developmentstaking place in the country and worldwide. The information technology adopted by thecompany serves as an important tool of internal control as well as providing the benefitsof modern technology to its esteemed customers. All the branches of the company areintegrated and data is centralized at the head office level. Company is taking utmostprecautions for the security of data and having a dedicated team for this.

MATERIAL CHANGES

There were no material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which this report relates and the date of the report except as otherwisementioned in this director report if any.

There had been no changes in the nature of company's business. Companyhas 2 Wholly Owned subsidiaries. To the best of information and assessment there has beenno material changes occurred during the financial year generally in the classes ofbusiness in which the company has an interest except as otherwise mentioned in thisdirector report if any.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciationfor the guidance and support received from the Reserve Bank of India FinancialIntelligence Unit our bankers shareholders deposit holders business associatesprincipals suppliers and our esteemed customers during the year under review.

The Directors also wish to thank all the employees for efforts put inby them at all levels 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 CHAIRMAN MANAGING DIRECTOR
DIN:00551588 DIN:00016883
Place : Jaipur
Date : 20.06.2020

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