Transpact Enterprises Ltd.
|BSE: 542765||Sector: Health care|
|NSE: N.A.||ISIN Code: INE06YD01010|
|BSE 00:00 | 31 Jan||Transpact Enterprises Ltd|
|NSE 05:30 | 01 Jan||Transpact Enterprises Ltd|
|BSE: 542765||Sector: Health care|
|NSE: N.A.||ISIN Code: INE06YD01010|
|BSE 00:00 | 31 Jan||Transpact Enterprises Ltd|
|NSE 05:30 | 01 Jan||Transpact Enterprises Ltd|
FOR THE FINANCIAL YEAR 2020-21
TRANSPACT ENTERPRISES LIMITED.
Your Directors have pleasure in presenting the 08th Annual Report togetherwith Audited Financial Statements for the Financial Year ended 31st March2021. Further in compliance with the Companies Act 2013 the Company has made requisitedisclosures in this report with the objective of accountability and transparency in itsoperations to make you aware about its performance and future perspective
During the year under review performance of the company as under:
Statement of Standalone Audited Results for the Year ended 31.03.2021
OPERATIONS AND PERFORMANCE OF THE COMPANY:
During the year under review the Total Income of the company increased to Rs. 5.21 lacsas against the income of Rs. 2.45 lacs in the previous year. Further during the yearcompany resulting in net loss of Rs. 6.41 lacs as against previous year loss of Rs. 43.33Lacs. The overall performance was however satisfactory.
Your Directors are taking optimum efforts to increase the profits through aggressivesales campaign. SHARE CAPITAL
During the Financial Year under review there was no change in capital structure of thecompany and there are no outstanding shares issued with differential rights sweat equityor ESOS.
During the year under review Authorised Share Capitali.e. Rs.6500000.
During the yearthe paid-up capital of the company is Rs. 3867300.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. The scope and authority of the Internal FinancialControl function is well defined. The Board of Directors of the Company is responsible forensuring that Internal Financial Controls have been laid down in the Company and that suchcontrol is adequate and operating effectively. Internal Financial Control System evaluateson a continuous basis the adequacy and effectiveness of internal control mechanism withinteraction of KMP and functional staff. The Audit Committee reviews the InternalFinancial Control System in its meeting.
Further the Internal Financial Controls with reference to financial statements asdesigned and implemented by the Company are adequate. The preparation designing anddocumentation of Policy on Internal Financial Control are in place which reviewedperiodically and modified suitably to ensure controls. During the year under review nomaterial or serious observation has been received from the Statutory Auditors of theCompany for inefficiency or inadequacy of such controls.
The company does not have any subsidiaries for the year ended 31st March2021.
With a view to conserve resources your directors do not recommend dividend for the yearended 31st March 2021.
TRANSFER TO RESERVES:
The Board of Directors has not appropriated and transferred any amount to any Reserveand has decided to retain the entire amount in profit and Loss account.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.
MATTERS RELATING TO BOARD OF DIRECTORS
i. Meeting of Board of Directors of the Company during the Financial Year 2020-21:
The Board meets at regular intervals to discuss and decide on Company/business policyand strategy apart from other Board business.
The Board met 6(Six) times in financial year 2020-21i.e. on17th April2020 31st July 2020 04th September 202029thSeptember 2020 14thNovember 2020 17th March 2021.
The intervening gap between any two Meetings was within the period prescribed by theCompanies Act 2013. Further The Company has complied with the applicable SecretarialStandards in respect of all the above-Board meetings.
ii. Annual evaluation of Directors Committee and Board:
The Board of Directors of the Company has carried out an annual performance evaluationof its own performance and of the directors individually as well as the evaluation ofall the committeesi.e. Audit Nomination and Remuneration Stakeholders Relationship andInternal Complaint Committee for Prevention and Prohibition of Sexual Harassment of Womenat Workplace.
The Board adopted a formal evaluation mechanism for evaluating its performance and aswell as that of its Committees and individual directors. The exercise was carried out byfeedback survey from each director covering Board functioning such as composition of Boardand its Committees experience and competencies governance issues etc. Separate Exercisewas carried out to evaluate the performance of individual directors who were evaluated onparameters such as attendance and contribution at the meeting etc.
iii. Selection Of New Directors And Board Membership Criteria:
The Nomination and remuneration Committee works with the Board to determine theappropriate characteristics skills and experience for the Board as a whole and itsindividual members with the objective of having a Board with diverse background andexperience in business government education and public service. Characteristics expectedof all Directors include independence integrity high personal and professional ethicssound business judgment ability to participate constructively in deliberations andwillingness to exercise authority in a collective manner.
iv. APPOINTMENT REAPPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONSDURING THE YEAR 2020-21:
Appointment and Resignation of director and KMP
None of the directors of the Company has appointed and resigned during theFinancial Year ending 31st March 2021.
Mr. Vijay Mane appointed as a Company secretary w.e.f 17.03.2021 and KirtiDidwania resign the office w.e.f 28.09.2020 from the position of Company Secretary &Compliance Officer.
During the year under review there was no re-appointment of directors in the Company.
Retirement by Rotation:
In accordance with the provisions of the Act none of the Independent Directorsis liable to retire by rotation. As per the provisions of Section 152 of the CompaniesAct 2013 Mr. Aslam Khan retires by rotation at the ensuing 08th Annual General Meetingand being eligible offer himself for re-appointment on the same terms & Conditionsand remuneration.
COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:
Following are the Committees of Board of Directors of the Company. Composition of thefollowing Committees are as follows:
I AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013 and Regulation 18 of SEBI (Listing obligations anddisclosure requirements) 2015. The composition of the Audit Committee is in conformitywith the provisions of the said section. The details of Composition of audit committee areas below:
The Committee met 4 (Four) times during the Financial Year ended 31st March 2021 inaccordance with the provisions of the Companies Act 2013and SEBI(Listing obligations anddisclosure requirements) 2015.
The intervening gap between any two Meetings was within the period prescribed by theCompanies Act 2013 and SEBI (Listing obligations and disclosure requirements) 2015.
. Further The Company has complied with the applicable Secretarial Standards inrespect of all the above-Committee meetings.
II NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (Listingobligations and disclosure requirements) 2015. The composition of the Nomination andRemuneration Committee is in conformity with the provisions of the said section. Thedetails of Composition of Nomination and Remuneration Committee are as below:
The Committee met 1 (One) times during the Financial Year ended 31st March 2021 inaccordance with the provisions of the Companies Act 2013 and SEBI((Listing obligationsand disclosure requirements) 2015.
III STAKEHOLDERSRELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (Listingobligations and disclosure requirements) 2015 . The composition of the StakeholderRelationship Committee is in conformity with the provisions of the said section. Thedetails of Composition of Stakeholders Relationship Committee are as below:
The Committee met 1 (One) times during the Financial Year ended 31st March 2021 inaccordance with the provisions of the Companies Act 2013 and SEBI (Listing obligationsand disclosure requirements) 2015.
IV CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Your company is not required to provide statement on Corporate Social Responsibility asper Section 134 (3) of the companies Act 2013 as your company do not fall under thecriteria provided under section 135 (1) of Companies Act 2013 therefore no suchcommittee was constituted.
VIGIL MECHANISM / WHISTLE BLOWER AND RISK MANAGEMENT POLICY:
Pursuant to the provisions of Section 177 (9) of the Companies Act 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 ofSEBI(Listing obligations and disclosure requirements) 2015 the Company already has inplace "Vigil Mechanism Policy" (Whistle Blower Policy) for Directors andemployees of the Company to provide a mechanism which ensures adequate safeguards toemployees and Directors from unethical behaviour actual or suspected fraud or violationof Company's code of conduct or ethics policy etc. The said policy is also hosted on thewebsite of the Company at www.transpact.com.
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. The Company alsoadopted Risk Assessment Procedure.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:
a) in the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards read with requirements set out under schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have 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 as at March 31 2021 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern' basis;
e) the Directors have laid down internal controls to be followed by the Company andthat such internal controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theAct or the details of deposits which are not in compliance with the Chapter V of the Actis not applicable.
Total amount of Unsecured Loan from Director is Rs. 2646548 as on 31.03.2021.
MATTERS RELATED TO INDEPENDENT DIRECTORS
I. Declarations by Independent Directors:
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and Regulation16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
II. Evaluation by Independent Director:
In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive Director.
III. Opinion of Board of Directors pertaining to Independent Directors of the Company:
In the opinion of the Board of Directors of the CompanyMoiz Mohsinmiyajiwala ShariqNisar andSoummyaSudhirbania Non-Executive Independent directors are independent of themanagement and complies with criteria of Independent Director as placed under CompaniesAct 2013.
Further the afore-said independent director does possess integrity expertise and alsohave vast experience which is necessary or suitable to be the Director of the Company
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the business and functions aresystematically addressed through mitigating actions on a continuing basis. These arediscussed at the meeting of the Board of Directors of the Company.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. The Board of Directors reviews adequacy andeffectiveness of the Company's internal control environment and monitors the implement ofauditors' recommendations.
Directors and Key Managerial Personnel
The composition of Board of Directors and details of Key Managerial Personnel as on31.03.21.
Kirti Didwania Company Secretary and Compliance Officer Resigned w.e.f28thSeptember 2020.
Particulars of Employees
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.
STATUTORY AUDITORS' APPOINTMENT
A.R Sodha& Co Chartered Accountants (Registration No. 110324W) who were appointedas Statutory Auditor of the Company for a term of 5 (five) consecutive years For thefinancial year 2019-2023.
COMMENTS ON AUDITORS REPORT
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark or disclaimers. The StatutoryAuditors have not reported any incident of fraud in the year under review.
COST AUDITORS OF THE COMPANY
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis not required to maintain Cost Records under said Rules. Since the Company is notrequired to maintain cost records; the question of audit of such records does not arise.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1)
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended as AnnexureI.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2021 made under theprovisions of Section 92(3) of the Act is attached as Annexure-II which forms part of thisReport.
The Annual Return shall also be placed on the website of the Company at:www.transpact.com
SECRETARIAL AUDITOR & REPORT
Provisions of Section 204 read with Section 134 (3) of the Companies Act 2013mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. C. B.Jain & Associates Company Secretaries had been appointed to issue Secretarial AuditReport for the financial year 2020-21.
The Board of Directors of the Company has appointed M/s. C. B. Jain & AssociatesPracticing Company Secretary to conduct the Secretarial Audit and their Report onCompany's Secretarial Audit is appended to this Report as Annexure III.
COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.
PARTICULARS OF LOAN GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITIES PROVIDED(SECTION 186)
Pursuant to the provisions of Section 186 of the Companies Act 2013 read with TheCompanies (Meetings of Board and its Powers) Rules 2014 as amended from time to time(including any amendment thereto or re-enactment thereof for the time being in force)there were no loans granted guarantees given or securities provided and investments madeby the Company under Section 186 of the Companies Act 2013 during the year.
REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES:
During the year under review your Company did not have any subsidiary associate andjoint venture company.
The assets of your Company are adequately insured. Your Company has also taken outsuitable cover for Public Liability.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12)
There were no incidences of reporting of frauds by Statutory Auditors of the Companyunder Section 143 (12) of the Act read with Companies (Accounts) Rules 2014
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars regarding foreign exchange earnings and outgo appear as separate itemsin the notes to the Accounts. Since the Company does not own any manufacturing facilitythe other particulars
relating to conservation of energy and technology absorption stipulated in theCompanies (Accounts) Rules 2014 are not applicable.
CORPORATE GOVERNANCE DISCLOSURE
In accordance with Regulation 15 of the SEBI (LODR) Regulations 2015 the CorporateGovernance provisions are not applicable to your Company as the Paid up Equity ShareCapital of the Company is not exceeding Rs. 10 Corers and Net Worth of the Company is notexceeding Rs. 25 Corers as on the last day of previous financial year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report in terms of Regulation 34 (2) (e) Securitiesand Exchange Board of India (listing obligations and disclosure requirements) regulations2015 is hereto marked and annexed as Annexure - IV with this report and is forming part ofthe Board's Report.
PARTICULARS OF EMPLOYEES'S REMUNERATION
Details as required under Section 197 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is hereto marked and annexed asAnnexure - V with this report and is forming part of the Board's Report.
The Company's remuneration policy for Directors Key Managerial Personnel and otheremployees represents the overarching approach of the Company and is directed towardsrewarding performance based on review of achievements periodically.
In terms of the provisions of Section 197 (12) of the Companies Act 2013 read withRule 5 (2) and (3) of the Companies (Appointment and Remuneration) Rules 2013 as amendedthe names and other particulars of the employees are not required to be set out in theDirectors' Report as none of the employee is drawing the remuneration as prescribed underRule 5(2)(i).
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 OF THECOMPANIES ACT 2013
During the year the Independent directors of the Company had no pecuniary relationshipor transactions with the Company other than sitting fees and reimbursement of expensesincurred by them for the purpose of attending meetings of the Company. Based on thedeclaration(s) of Independent Directors the Board of Directors recorded their opinionthat the Independent Directors are independent of the management and have fulfilled theconditions as specified in the Companies
Act 2013 and Rules made there under as well as concerning provisions of SEBI(LODR)Regulations 2015.The company has received necessary declaration from each independentdirector under section 148 (7) of the Companies act 2013 that he/she meets the criteriaof independence laid down in Section 149 (6) of the Companies act 2013.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at its workplace. The Company hasadopted an Anti-harassment Policy in line with the requirements of the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013. InternalComplaint Committee are set up to redress complaints received regularly and are monitoredby women line supervisors who directly report to the Chairman & Managing Director. Allfemale employees are covered under the policy.
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board meetings and Annual General Meetings.
Your Directors would like to express their appreciation for the assistance andcooperation received from the Bankers Central and State Government Departmentscustomers vendors and other business partners. The Directors also wish to place onrecord their appreciation to all the employees of the Company for their cooperation andcontinued contribution to the Company. Last but not least the Directors place on recordtheir gratitude to the Investors Clients and Shareholders of the Company for theirsupport and trust reposed.