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Transcorp International Ltd.

BSE: 532410 Sector: Services
NSE: N.A. ISIN Code: INE330E01023
BSE 00:00 | 08 Aug 26.45 0.85
(3.32%)
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25.50

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27.80

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NSE 05:30 | 01 Jan Transcorp International Ltd
OPEN 25.50
PREVIOUS CLOSE 25.60
VOLUME 57392
52-Week high 31.05
52-Week low 13.80
P/E 94.46
Mkt Cap.(Rs cr) 84
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.50
CLOSE 25.60
VOLUME 57392
52-Week high 31.05
52-Week low 13.80
P/E 94.46
Mkt Cap.(Rs cr) 84
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 27th Annual report together withthe audited financial statements for the year ended 31st March 2022: -

FINANCIAL RESULTS

(Rs. In Lakh)

Particulars For the year ended 31.03.2022 For the year ended 31.03.2021 For the year ended 31.03.2022 For the year ended 31.03.2021
Standalone Consolidated
Revenue from Operations 231289.45 91453.70 231615.26 91736.22
Other Income 393.18 179.06 243.97 161.12
Profit/(loss) before Depreciation Finance Costs Exceptional items and Tax Expenses 424.23 (34.63) 1550.22 70.17
Less: Depreciation/Amortization/Impairment 200.36 208.88 219.30 243.68
Profit/loss before Finance Costs Exceptional items and Tax Expenses 223.87 (243.51) 1330.92 (173.51)
Less: Finance Cost 170.34 232.03 349.18 503.98
Profit/(loss) before Exceptional items and Tax Expenses 53.53 (475.54) 981.74 (677.49)
Add/(less): Exceptional items - - - -
Profit/loss before Tax Expenses 53.53 (475.54) 981.74 (677.49)
Less: Tax Expenses (Current & Deferred) 26.56 (158.98) (30.22) (210.86)
Profit/(loss) for the year 26.97 (316.56) 1011.96 (466.63)

TRANSFER TO RESERVES

The Board of Directors of your company has decided to carry an amount of Rs 6.31 lakhs(Previous Year Rs 3.40 lakhs) to Share Based Payment Reserve for the year under review.

The Company has proposed to transfer Nil amount to the General Reserve out of amountavailable for appropriations.

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

The company after 3 financial years has turned in to profits and in spite of the secondand third wave of COVID-19 the company surpassed the revenue of pre-COVID-19 period. Thegross revenue from operations of the Company for the year ended 31st March 2022Rs. 231289.45 Lakhs as compared to Rs. 91453.70 Lakhs in previous year ended 31st March2021.

The profit before tax of the company for the financial year 2021-2022 was Rs. 53.53Lakhs as compared to Loss before tax of Rs. (-) 475.54 Lakhs for previous financial year2020-2021.

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.

The Company is also having license from RBI for issuing and operating payment systemfor pre-paid payment Instrument in India and is authorized to issue and operate paymentinstruments. During the year 2021-22 the company received the perpetual PPI license.

The company crossed a mark of one million prepaid cared during the financial year2021-2022. The revenue from this division during the financial year 2021-22 was Rs. 747.60Lakhs as compared to Rs. in previous financial year 2020-2021 105.98.

Apart from this the company is having financial inclusion division and is a NationalBusiness Correspondence of State Bank of India and as on 31.03.2022 was operating variousactivities as National BC from its 850 plus Customer Service Points (CSPs) for thissegment. Under this segment through its CSPs the company undertakes the followingactivities:

1. Cash withdrawal

2. Cash deposition

3. Initiation of opening of bank accounts

4. Applying for loan

5. General Insurance

6. Recovery of loans

7. Domestic Money Transfer

During the financial year 2021-2022 the revenue from the financial inclusion divisionwas Rs. 657.96 Lakhs as compared to Rs. 701.95 Lakhs in previous financial year 2020-2021.

The company is holding composite license for Insurance business from IRDA forundertaking general and life Insurance business and undertaking general insuranceactivities.

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 Directors recommended a dividend of Re. 0.10 per equity share having a face valueof Rs. 2 each (5%).

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 13thJune 2022 to the extent eligible.

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.

The company received a Show Cause Notice (SCN) from Directorate of Enforcement dated 31stMarch 2022 on 6th April 2022. The notice is related to the Money TransferService Scheme (MTSS) Business of the company which has already been closed in January2018 by surrendering of MTSS License.

The company is in process to undertake legal recourse in the matter and do not foreseeany adverse impact on the going concern status of the company.

Since the above SCN is not related to present businesses of the company i.e. AuthorisedDealer Category II PPI and Financial Inclusion Business hence management of the companydo not foresee any adverse effect on the operations of the company in future due to aboveSCN.

On 7th May 2022 the Board of Directors discussed and noted the proposal forrestructuring of business operations of the Company details of which is given under:-

The Transferee Company / Demerged Company is engaged in various businesses including(i) buying and selling of foreign exchange and various permissible outward remittanceactivities and Authorised Dealer (Category II); (ii) setting up and operating paymentsystems (licensed by the Reserve Bank of India for issue of Prepaid Payment Instruments);(iii) carrying on business as national Business Correspondent of State Bank of India; (iv)Composite Corporate Agent registered with Insurance Regulatory Development Authority ofIndia and (v) holding investments in subsidiaries of the Company.

The above business(es) are regulated and of which registration as Authorised Dealer(Category II) and issue of Prepaid Payment Instruments also have requirements ofmaintaining net owned funds / net worth requirements as per applicable provisions of law.The Board considered to segregate the aforesaid regulated businesses by way of separateentities for achieving the following objectives:

- segregation of assets and liabilities of each of such undertaking will help toachieve greater transparency in the business operations of the Company and also de-riskeach of the regulated business with the uncertainties / risks related to other business

- Segregation of businesses will enable each of them to innovate scale up and runindependently to pursue growth opportunities in a more focused manner

- Each of the business will be amenable to benchmarking to peer companies and be in aposition to attract the right set of investors strategic partners employees and otherrelevant stakeholders and providing scope of independent collaboration and expansion

- enhanced focus on the operations of the AD II Business and PPI Business underdedicated management team

The Board also considered to re-structure the operations of its subsidiary TranscorpEstates Private Limited for effective utilisation of the net worth of TranscorpInternational Limited.

Board has approved the incorporation of 2 wholly owned subsidiaries for the abovementioned purpose.

Since the final re-structuring plan will be finalised by the Board in its nextmeeting(s) hence further details regarding the matter have not been given here.

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. Vedant Kanoi (DIN: 02102558) retire by rotation at theensuing 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.

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 resigned from the post of CFO of the Company w.e.f. 13thSeptember 2021 and Mr. Sourabh Gupta was designated as Interim CFO of the Company w.e.f 25thMarch 2022. Mr. Dilip Kumar Morwal is Company Secretary of the Company.

The Company has devised a Policy (available on the web-site of the company i.e.https://transcorpint.com/wpcontent/uploads/2018/03/Policy on Nomination remunerat ionevaluation of Directors.pdf on director's appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters specified under the provisions of Section 178 of Companies Act 2013. The Policyalso includes performance evaluation of Independent Directors Board Committees and otherindividual Directors which include criteria for performance evaluation of thenon-executive directors and executive directors. The Board has done a formal annualevaluation as required under the provisions of Companies Act 2013.

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: -

S. No. Key Managerial Personnel Designation
1 Mr. Gopal Krishan Sharma (DIN 00016883) Managing Director
2 Mr. Dilip Kumar Morwal Group Company Secretary
3 Mr. Sourabh Gupta* Interim Chief Financial Officer

*Mr. Sourabh Gupta was designated as Interim CFO w.e.f. 25th March 2022.Prior to Mr. Sourabh Gupta Mr. Piyush Vijayvergiya was CFO till 13th September2021.

AUDITORS

M/s Kalani & Co. Chartered Accountants Jaipur (Firm Registration No. 000722C) asStatutory Auditors of the Company has completed their tenure and Board of Directors haveappointed Anand Jain & Co. Chartered Accountants Jaipur (Firm Registration No.01857C) as Statutory Auditors of the Company to holds office until the conclusion of the32nd Annual General Meeting going to be held in the calendar year 2027. TheCompany has received a letter from the auditors for their appointment to hold office fromthe conclusion of this annual general meeting till the conclusion of 32ndannual general meeting if made would be within the prescribed limits they fulfill thecriteria provided in Section 141 of the Companies Act 2013 and are not disqualified forsuch appointment under the Companies Act 2013 the Chartered Accountants Act 1949 andthe rules or regulations made thereunder. As per their letter there were no proceedingsagainst them pending with respect to professional matters of conduct. Pursuant to theprovisions of Section 139 of the Companies Act 2013 and rules framed there under it istherefore proposed to their appointment to hold office from the conclusion of this AnnualGeneral Meeting till the conclusion of 32nd 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 in Practice (havingmembership no.4491 and CP no.7287) to conduct Secretarial Audit forthe financial year2021-22. The Secretarial Audit Report forthe financial year ended March 312022 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 forthe financial year ended March 31 2022 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 (IBC)

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 2021-22

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2021-22.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2021-22.

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 27th Annual General Meetingof the Company.

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) Splitting/Sub Division of shares

No splitting/ sub division of shares was done during the financial year 2021 -22

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/uploads/2022/05/MGT-9-Transcorp-International-Limited-30032022.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.

A statement in Form AOC-I pursuant to first proviso to sub-section (3) of section 129read with rule 5 of Companies (Accounts) Rules 2014 containing salient features of thefinancial statement of subsidiaries 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 2021 -22.

During the year 2021-2022 Ritco Travels and tours Private Limited offered 1000000shares of Rs. 10 each at the rate of Rs. 30 per share (Rs. 20 per share as premium) toTranscorp International Limited under the Right Issue with a right to renounce the same infavour of any person.

Transcorp International Limited renounced its right in favour of Transcorp EstatesPrivate Limited which subscribed 500000 shares at the rate of Rs. 30 per share andaccordingly allotment of shares was made to it. As a result of the same as on 31st March2022 Transcorp International Limited holding 85.25% shares and Transcorp Estates PrivateLimited is holding 14.75% shares.

Since Transcorp Estates Private Limited is a wholly owned subsidiary of TranscorpInternational Limited hence by virtue of that Ritco Travels and Tours Private Limited isstill a wholly owned subsidiary of Transcorp International Limited.

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)

S. No Name of the Company Nature of T ransaction Purpose Balance Outstanding Maximum Amount Outstanding during the year
As at 31.03.2022 As at 31.03.2021 As at 31.03.2022 As at 31.03.2021
1 Mani Square Ltd. Loans and advances General Business and Others 146.34 130.66 146.34 136.94
2 Transcorp Estates Pvt. Ltd. Loans and advances General Business and Others 169.31 74.01 251.13 443.43
3 TCI Bhoruka Projects Ltd. Loans and advances General Business and Others 391.72 583.89 585.49 636.24
4 TCI International Ltd. Loans and advances General Business and Others 0 0.00 0.00 0.00
Ritco Travels and Tours Pvt. 5 Ltd. Loans and advances General Business and Others 67.38 95.38 248.12 95.38
6 Larsen and Toubro Ltd. Investment in quoted Equity Instrument Investment 13.26 10.64 13.26 10.64
7 NHAI Bond Bond Investment 52.88 52.88 52.88 52.88
g Transcorp Estates Pvt. Ltd. Investment in WOS Investment 2852.2 2852.20 2852.2 2852.20
Ritco Travels and Tours Pvt. 9 Ltd. Investment in WOS Investment 599 599.00 599 599.00
10 Ritco Travels and Tours Pvt. 10 Ltd. Corporate guarantee given for Fund based & Non Fund based financial facilities availed by WOS 1008.08 1130.00 1008.08 1775.00

During the financial year 2021-22 loans & advances given to TCI Bhoruka ProjectsLimited by Transcorp International Limited and its wholly owned subsidiary named TranscorpEstates Private Limited was restructured. Entire interest payable amount was waived off& schedule for repayment of principal amount was fixed. During the financial year2021-22 Company has received 20% of total principal amount due and have received theletter of intent regarding the security of the remaining principal amount.

MANAGERIAL REMUNERATION:

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

S. Name of Director/KMP No. and Designation Remuneration of Director/KMP for financial year 2021-22 (Rs. in Lakhs) % increase in Remuneration in the financial year 2021-22 Ratio of remuneration of each Director/to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1 Mr. Hemant Kaul NonExecutive Chairperson & Independent Director 2.00 NIL Not Applicable Not Applicable
2 Mr. Ashok Kumar Agarwal Non- Executive Director 1.00 NIL Not Applicable Not Applicable
3 Mr. Purushottam Agarwal Independent Director 1.00 NIL Not Applicable Not Applicable
4 Mrs. Apra Kuchhal Independent Director 1.00 NIL Not Applicable Not Applicable
5 Mr. Sujan Sinha Independent Director 1.00 NIL Not Applicable Not Applicable
5 Mr. Vedant Kanoi NonExecutive Director 1.00 NIL Not Applicable Not Applicable
6 Mr. Gopal Krishan Sharma Managing Director 81.26 NIL 32.37 times Revenue from operations increased by 40.31%
7 Mr. Dilip Kumar Morwal Company Secretary 17.90 NIL 7.13 times
8 Mr. Piyush Vijayvargiya* 4.11 NIL Not Applicable
9 Mr. Sourabh Gupta 0.72 NIL Not Applicable

*Mr. Piyush Vijayvargiya resigned from the post of CFO of the Company w.e.f. 13thSeptember 2021. Notes :-

i) Median remuneration of employees of the Company during the financial year ended31.03.2022 was Rs. 2.51 lakhs

ii) In the financial year there was a decrease of 14.33% in the median remuneration ofemployees.

iii) There were 162 confirmed employees (total 202 employees) on the rolls of theCompany as on 31st March 2022

iv) Relationship between average increase in remuneration and company performance-Revenue from operations increased by 152.90 % in the financial year 2021-22 in comparisonto financial year 2020-21

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

The total remuneration of Key Managerial Personnel was at above level whereas theRevenue from operations increased by 40.31 %

vi) a) Variation in the market capitalization of the company: The market capitalizationas on 31st March 2022 was Rs. 6165.85 Lakhs (Rs. 2930.36 Lakhs as on 31stMarch 2021)

b) Price Earnings Ratio of the Company was 242 times at 31st March 2022 andwas 9.22 times as at 31st March 2021.

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. 2021-22 was 13.99% whereas increase in the managerialremuneration for the same financial year was 40.31% considering the contribution of KeyManagerial Personnel 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 2021 -22 whichwas equal to or in excess of Rs. one crore and two lakh rupees or in for part of thefinancial year 2021-22 which was equal to or in excess of Rupees eight lakh and fiftythousand rupees 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 year 2021-22.

4. Top 10 employees of the company in terms of remuneration drawn during the financialyear 20212022:-

(Rs in Lakhs)

S.No. Name of Employee Designation Remuneration drawn during financial year 2021-2022
1 Mr. Gopal Krishan Sharma Managing Director 81.26
2 Mrs. Manisha Agarwal Chief Advisor 42.86
3 Mr. Chirag Bhardwaj Growth Partner 29.39
4 Mr. Ayan Agarwal Vice President (PPI) 26.37
5 Mr. Rajendra Singh Shekhawat Vice President 23.71
6 Mr. Vedapureeswaran S Regional Manager-South 22.00
7 Mr. Mayank Aggarwal Head- Operations and Quality 19.22
8 Mr. Harmeet Singh Sr. Manager-Key Accounts 18.25
9 Mr. Dilip Kumar Morwal Group Company Secretary 17.90
10 Mr. Adarsh Tiwari Head-IT 15.94

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 31.03.2022 202 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 2021-2022 2020-2021
Expenditure in Foreign Currency 8.43 0.00
Traveling
Earning in Foreign Currency (excluding reimbursement of expenses) 0.00 0.00

PUBLIC DEPOSITS

The Company has outstanding deposits of Rs. 433.16 Lakhs as on 31st March2022 as compared to Rs. 568.35 Lakhs as on 31st March 2021 from the public.However there were no overdue deposits except unclaimed deposits of Rs 0.77 Lakhs (exclinterest)

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

(a) Accepted during the year ended 31st March 2022 Rs. 206.23 Lakhs(including renewal)

(b) Remained unpaid or unclaimed as at the end of the year; Rs 0.92 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

(d) Deposit accepted from person who at the time of the receipt of the amount was theDirector of the Company: NIL

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

During the financial year 2021-22 the Company changed its public deposit scheme w.e.f10th February 2022.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR Committee of the Company consists of following members:

S. No. 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 adopted a CSR Policy in compliance with the aforesaid provisions andthe same is placed on the Company's website at http://www.transcorpint.com/.

The CSR Committee in its meeting held on 11th May 2021 decided a budget ofRs. 5 Lakhs for the CSR Activities out of which Rs. 3 Lakhs to be used for activitiesrelated to COVID-19 relief as allowed by Ministry of Corporate Affairs and Rs. 2 Lakhs forother CSR activities.

Information in format for the annual report on CSR activities to be included in theBoard's Report as prescribed under Companies (CSR Policy) Rules 2014 is enclosed with thereport as Annexure: 5

The Company has devised a Policy (available on the web-site of the company athttp://transcorpint.com/wp- content/uploads/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 REDRESSAL) 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 2021-2022.

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 audited accounts for thefinancial year 31st March 2022 are in full conformity with the requirements ofthe Companies Act 2013. The financial results are audited by the statutory auditor's 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 ended 31stMarch 2022 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.

Pursuant to the provisions of Section 136 of the Companies Act 2013 Audited FinancialStatements of the Company including Consolidated Financial Statements other documentsrequired to be attached thereto are attached and Audited Financial Statements of both thesubsidiaries viz. Ritco Travels and Tours Private Limited and Transcorp Estates PrivateLimited are available on the website of the Company and may be accessed athttps://transcorpint.com/annual-reports-21-22/.

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 during the year an amount of Rs. 82387/- related to thefinancial year 2013-2014 and an amount of Rs. 17706/- related to Fractional amount for theBonus shares issued in the financial year 2013-2014 was transferred to Investor Educationand protection fund authority. The 4822 shares (44 records) are in process of transfer toInvestor Education and protection fund authority of Government of India which are held bythe shareholders of the Company whose dividends are unpaid for a consecutive period of 7years 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.

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 23rd July 2021 (date of last Annual General Meeting) on the Company'swebsite (www.transcorpint.com) and also on the Ministry of Corporate Affairs' website andalso sent individual letters to shareholders at the address available in the records ofthe Company/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 up to the yearand corresponding shares which are to be transferred to Investor Education and ProtectionFund:-

S. No. Unclaimed Dividend/ sale proceedings of fractional shares arising out of issuance of bonus shares Year Balance c/f as on 31.03.2022 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- 2014-2015 86291.00 30th August 2022 107851
2 Unclaimed Dividend- 2015-2016 150273.44 21st August 2023 939234
3 Unclaimed Dividend- 2016-2017 184627.84 17th Sept. 2024 1153954
4 Unclaimed Dividend- 2017-2018 82968.80 08th Sept 2025 129787
5 Unclaimed sale proceedings of fractional 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 unclaimed dividend and notfor the purpose of transfer to IEPF. These are subject to change considering thecalculation for 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 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 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 20212022there 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.

MAINTENANCE OF COST RECORDS

The Company was not required to maintain a cost records as per the provisions ofSection 148 (1) of the Companies Act 2013 during the year under review.

DETAILS REGARDING VALUATION REPORT

During the year under review your Company has not entered into any One-Time Settlementwith Banks or Financial Institutions and therefore disclosure regarding the details ofdifference between amount of the valuation doe at the time of one time settlement and thevaluation done while taking loan from the Banks or Financial Institutions is not requiredto be given.

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: 07.05.2022

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