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Directors Report of Trans Asia Corporation Ltd.

Mar 31, 2014

The Members,

The Directors take pleasure in presenting the 20th Annual Report on the business and operations of the Company alongwith the Audited Statement of Accounts of your Company for the financial year ended 31st March, 2014:

FINANCIAL RESULTS

Financial summary of the Company for the year under review along with figures for previous year are as follows:

(Rs. in Lacs)

Particulars 31.03.2014 31.03.2013

Sales & Other Income _ _

Profit/ (Loss) before depreciation (1.55) (2.05)

Less: Depreciation 1.03 1.03

Profit/ (Loss) before Tax (2.53) (3.09)

Less: Provision for Tax

Current Tax 0.00 0.00

Fringe Benefit Tax 0.00 0.00

Deferred Tax 1.96 1.99

Less: Exceptional items 0.00 (1.70)

Net Profit/ (Loss) after Tax & Adjustments (4.55) (6.78)

PERFORMANCE

The Company incurred loss of Rs. 4.55 lacs as compared to that of Rs. 6.78 lacs incurred in the previous year. Your Directors are hopeful of achieving better results in the current year.

DIVIDEND

Owing to the continuous losses incurred by the Company, your Directors regret their inability to declare any dividend during the year under review.

MARKETING STRATEGY

Your Company is making efforts to implement new plans and strategies and diversify the existing range of products so that the Company obtains new synergies in Global trade, as well as Domestic trade. Further, with the favourable government policies to aid the Production and Manufacturing of Goods and Services and the development in Foreign Trade and Foreign direct investment policies, your Directors are hopeful that the Company will be able to maximize its opportunities for growth and development in the near future.

FUTURE OUTLOOK

The future strategy of the Company is as follows:

i) To increase production of the products

ii) To start catering to higher value added products

iii) To reduce costs with the increase level of production

The Company has long term and short term plans for new products, marketing strategies and tie up with other entities which are being implemented from time to time. Implementation of new plans will make possible for your Company to achieve the targets above par.

It is expected that while the growth in profitability would be a challenge, the concrete plans and strategies which are afoot should see growth in turnover and profits in the years to come.

FINANCE

Your Directors are pleased to announce that your Company is a Zero Debt Company and it does not have any liability for loans and interest burden thereof.

SHARE CAPITAL & LISTING

Your Directors are pleased to announce that your Company has obtained connectivity with Central Depository Services Limited (CDSL) and National Depository Services Limited (NSDL) to provide facilities to all members, investors and shareholders and to hold the shares in dematerialised form. Equity shares of the Company can be held in electronic form with any depository participant (DP) with whom Members / Investors have their Demat Accounts. The Equity Shares of the Company are listed and being traded with the Bombay Stock Exchange.

DIRECTORS

In accordance with Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Manish Sinvhal and Mr. Sushil Kumar Chokhani will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Vikram Khandelwal, Mr. Dayaram Dhoot and Mr. Manish Maheshwari, Directors of the Company continue to hold Directorship in the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Directors of the Company confirm that:

(i) That in the preparation of the annual accounts for the financial Period ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial Period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial Period ended 31st March, 2014 on a going concern basis.

DEPOSITS

Your Company has, during the year, not accepted any public deposit within the meaning of the provisions of section 58 A of the Companies Act, 1956.

COMPANY SECRETARY

The Company is making efforts to find a suitable candidate for the post of Company Secretary, as matter of complying with the law.

AUDITORS AND THEIR REPORT

M/s. Nahata Mahajan & Co., Chartered Accountants, (Firm Regn. No. 009739C), Indore retire at the conclusion of the ensuing Annual General Meeting and have given their consent to be appointed as the Auditors of the Company. The Board hence pursuant to Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, propose to appoint them as the Statutory Auditors of the Company, who shall hold Office from the conclusion of Twentieth Annual General Meeting until the conclusion of the Twenty Fourth Annual General Meeting of the Company subject to ratification by the shareholders at every Annual General Meeting on such remuneration as shall be fixed by the Board of Directors.

CORPORATE GOVERNANCE

Your Company is committed to follow the guidelines of SEBI and Stock Exchanges from time to time. Your Company implemented most of its major stipulation as applicable to the Company. The Statutory Auditors'' certificate dated 30th August, 2014 in accordance with clause 49 of Listing agreement and a report on Corporate Governance is annexed hereto and forming part of the Directors'' Report.

STATUTORY INFORMATION

A. CONSERVATION OF ENERGY

The Particulars required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are not applicable to the Company. However, considering the importance of conservation of energy and the benefits derived out of it, the Company has introduced various measures that involve the conservation. The measures adopted including using power savers wherever possible, less power consuming electrical fittings etc.

The employees are also made aware of the advantages of conserving power and to implement it by using natural lighting and ventilation wherever possible. However, the Company has not incurred any major expenditure on this account.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, transactions in Foreign Exchange are as under:

Foreign Exchange Earnings : Nil (Previous Year - Nil)

Foreign Exchange Outgo : Nil (Previous Year - Nil)

C. RESEARCH AND DEVELOPMENT (R&D), TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

The Company has neither carried out any Research and Development activities nor absorbed/adapted/innovated any Technology during the financial year under review. Hence, the Company has not incurred any expenditure under this category.

D. PARTICULARS OF EMPLOYEES

During the year under review, there were no employees drawing remuneration of Rs. 60,00,000 p.a. or Rs. 5,00,000/- p.m. or more. Hence there is no information to be provided in accordance to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rule 1975.

HUMAN RESOURCE

Your Company believes in the philosophy of communicating with the entire team in a two way process. Company also believes in the principal of proper delegation of authority which results in uplift of Commitment level, responsibility and accountability of entire team right from Managing Director to Lowest level of administration. Every effort is made to implement the suggestions received and to encourage staff for more suggestions and discussions for ongoing improvement.

ACKNOWLEDGEMENT

Your Directors wishes to place on record their sincere thanks to the valuable clients, vendors, investors, banks, business associates, consultants and advisors for their keen involvement with the Company''s affairs and business and look forward for their continued support in the future.

Your Directors make a special mention and their deep sense of appreciation to the employees of the Company for their continued effort and contribution for the potential growth of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF TRANS ASIA CORPORATION LIMITED

S/d S/d

(DAYARAM DHOOT) (SUSHIL CHOKHANI)

CHAIRMAN DIRECTOR

REGISTERED OFFICE:

110, ROYAL RATAN,

7, M. G. ROAD,

INDORE - 452 001 DATE: 30th AUGUST, 2014


Mar 31, 2013

The Directors take pleasure in presenting the 19th Annual Report on the business and operations of the Company along with the Audited Statement of Accounts of your Company for the financial year ended 31st March, 2013:

FINANCIAL RESULTS

Financial summary of the Company for the year under review along with figures for previous year are as follows:

(Rs. in Lacs)

Particulars 31.03.2013 31.03.2012

Sales & Other Income - 40.53

Profit/(Loss) before depreciation (2.05) (3.37)

Less: Depreciation 1.03 1.03

Profit/ (Loss) before Tax (3.09) (4.41)

Less: Provision for Tax

Current Tax 0.00 0.00

Fringe Benefit Tax 0.00 0.00

Deferred Tax 1.99 (7.31)

Less: Exceptional items (1.70) (30.98)

Net Profit/ (Loss) after Tax & Adjustments (6.78) (28.07)

PERFORMANCE

Your Directors hereby inform that your Company has not recorded any income from gross sale as compared to Rs. 40.53 lacs in the previous year. The Company incurred loss of Rs. 6.78 lacs as compared to that of Rs. 28.07 lacs incurred in the previous year. Your Directors are hopeful of achieving better results in the current year.

DIVIDEND

Keeping in view, the financial results of the Company, for the year under review, your Directors regret their inability to declare any dividend.

MARKETING STRATEGY

Your Company is making efforts to diversify the range of products for the Global Market. Your Directors foresee a good market in future, in land and overseas. The market development of its products are now in place which will enable the Company to exploit its full potential in the coming year.

FUTURE OUTLOOK

The future strategy of the Company is as follows:

i) To increase production of the products

ii) To start catering to higher value added products

iii) To reduce costs with the increase level of production

The Company has long term and short term plans for new products, marketing strategies and tie up with other entities which are being implemented from time to time. Implementation of new plans will make possible for your Company to achieve the targets above par.

It is expected that while the growth in profitability would be a challenge, the concrete plans and strategies which are afoot should see growth in turnover and profits in the years to come.

FINANCE

Your Directors are pleased to announce that your Company is a Zero Debt Company and it does not have any liability for loans and interest burden thereof.

SHARE CAPITAL & LISTING

Your Directors are pleased to announce that your Company has obtained connectivity with Central Depository Services Limited (CDSL) and National Depository Services Limited (NSDL) to provide facilities to all members, investors and shareholders and to hold the shares in dematerialised form. Equity shares of the Company can be held in electronic form with any depository participant (DP) with whom Members / Investors have their Demat Accounts. The Equity Shares of the Company are listed and being traded with the Bombay Stock Exchange.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Manish Sinvhal and Mr. Manish Maheshwari will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Vikram Khandelwal, Mr. Sushil Chokhani and Mr. Dayaram Dhoot, Directors of the Company continue to hold Directorship in the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Directors of the Company confirm that:

(i) That in the preparation of the annual accounts for the financial Period ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial Period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial Period ended 31st March, 2013 on a going concern basis.

DEPOSITS

Your Company has, during the year, not accepted any public deposit within the meaning of the provisions of section 58 A of the Companies Act, 1956.

COMPANY SECRETARY

During the year Ms. Varsha Jain resigned as Company Secretary w.e.f 31st December, 2012. The Company is making efforts to find a suitable replacement for her.

AUDITORS AND THEIR REPORT

M/s. Nahata Mahajan & Co., Chartered Accountants, Indore retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board proposes their re-appointment as Statutory Auditors to audit the accounts of the Company for the year 2013-2014. You are requested to consider their re-appointment.

CORPORATE GOVERNANCE

Your Company is committed to follow the guidelines of SEBI and Stock Exchanges from time to time. Your Company implemented most of its major stipulation as applicable to the Company. The Statutory Auditors'' certificate dated 2nd September, 2013 in accordance with clause 49 of Listing agreement and a report on Corporate Governance is annexed hereto and forming part of the Directors'' Report.

STATUTORY INFORMATION A. CONSERVATION OF ENERGY

The Particulars required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are not applicable to the Company. However, considering the importance of conservation of energy and the benefits derived out of it, the Company has introduced various measures that involve the conservation. The measures adopted including using power savers wherever possible, less power consuming electrical fittings etc.

The employees are also made aware of the advantages of conserving power and to implement it by using natural lighting and ventilation wherever possible. However, the Company has not incurred any major expenditure on this account.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, transactions in Foreign Exchange are as under:

Foreign Exchange Earnings : Nil (Previous Year - Nil)

Foreign Exchange Outgo : Nil (Previous Year - Nil)

C. RESEARCH AND DEVELOPMENT (R&D). TECHNOLOGY ABSORPTION. ADAPTATION & INNOVATION

The Company has neither carried out any Research and Development activities nor absorbed/adapted/innovated any Technology during the financial year under review. Hence, the Company has not incurred any expenditure under this category.

D. PARTICULARS OF EMPLOYEES

During the year under review, there were no employees drawing remuneration of Rs. 60,00,000 p.a. or Rs. 5,00,000/- p.m. or more. Hence there is no information to be provided in accordance to Section 217 (2 A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rule 1975.

HUMAN RESOURCE

Your Company believes in the philosophy of communicating with the entire team in a two way process. Company also believes in the principal of proper delegation of authority which results in uplift of Commitment level, responsibility and accountability of entire team right from Managing Director to Lowest level of administration. Every effort is made to implement the suggestions received and to encourage staff for more suggestions and discussions for ongoing improvement.

ACKNOWLEDGEMENT

Your Directors wishes to place on record their sincere thanks to the valuable clients, vendors, investors, banks, business associates, consultants and advisors for their keen involvement with the Company''s affairs and business and look forward for their continued support in the future.

Your Directors make a special mention and their deep sense of appreciation to the employees of the Company for their continued effort and contribution for the potential growth of the Company. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

TRANS ASIA CORPORATION LIMITED

Sd/- Sd/-

(DAYARAM DHOOT) (VIKRAM KHANDELWAL)

CHAIRMAN MANAGING DIRECTOR

REGISTERED OFFICE:

110, ROYAL RATAN,

7, M. G. ROAD,

INDORE-452 001

DATE: 2nd SEPTEMBER, 2013


Mar 31, 2012

To, The Members,

The Directors take pleasure in presenting the 18th Annual Report on the business and operations of the Company alongwilh the Audited Statement of Accounts of your Company for the financial year ended 31st March. 2012.

FINANCIAL RESULTS

Financial summary of the Company for the year under review along with figures for previous year are as follows:

(Rs. in Lacs)

Particulars 31.03.2012 31.03.2011

Sales & Other Income 40.53 1069.27

Profit/(Loss) before depreciation (3.37) (20.45)

Less: Depreciation 1.03 0.73

Profit/ (Loss) before Tax (4.41) (21.19)

Less: Provision for Tax

Current Tax 0.00 0.00

Fringe Benefit Tax 0.00 0.00

Deferred Tax (7.31) 0.06

Less: Exceptional items (30.98) 0.00

Net Profit/ (Loss) after Tax & Adjustments (28.07) (21.25)

PERFORMANCE

Your Directors hereby inform that your Company has recorded a lower gross sale from operations of Rs. 40.53 lacs as compared to Rs. 1069.27 lacs in the previous year. The Company incurred loss of Rs. 28.07 lacs as compared to that of Rs. 21.25 incurred in the previous year. Your Directors are hopeful of achieving better results in the current year.

DIVIDEND

Keeping in view, the financial results of the Company, for the year under review, your Directors regret their inability to declare any dividend.

MARKETING STRATEGY

Your Company is making efforts to diversify the range of products for the Global Market Your Directors foresee a good market in future, in land and overseas.

FUTURE PROSPECTS AND CHALLENGES

As discussed earlier, we have been passing through an era of great changes. The World Economy is so frequently undergoing changes that experts are unable to foresee correctly or near to change.

Yet, it is sure that whatever changes are taking place, are meant for progress and promoting healthy competition world wide. It is also correct that the developed and controlling nations are coming up with policies which may not be that fruitful to the other nations like us.

Your Company could not be an exception to it out with regular watch and control over the situation, the Company has been trying to do better. The Company has long term and short term plans for new products, marketing strategies and tie up with other entities which are being implemented from time to time. Implementation of new plans will make possible for your Company to achieve the targets above par. Because of administrative constraints, the partnership firm M/s. Asia Pacific Exports has not undertaken activities during the year under review.

Your Company is likely to go for Bank finance for Working Capital to take utmost advantage of opportunities available in the Market and to enhance the overall activity.

Taking into the account all the above, it is expected that while the growth in profitability would be a challenge, the concrete plans and strategies which are afoot should see growth in turnover and profits in the years to come.

FINANCE

Your Directors are pleased to announce that your Company is a Zero Debt Company and it does not have any liability for loans and interest burden thereof.

SHARE CAPITAL & LISTING

Your Directors are pleased to announce that your Company has obtained connectivity with Central Depository Services Limited (CDSL) and National Depository Services Limited (NSDL) to provide facilities to all members, investors and shareholders and to hold the shares in dematerialised form. Equity shares of the Company can be held in electronic form with any depository participant (DP) with whom Members / Investors have their Demat Accounts. The Equity Shares of the Company are listed and being traded with the Bombay Stock Exchange.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Dayaram Dhoot and Mr. Sushil Kumar Chokhani will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

The Board at its Meeting held on 3rd September, 2012 had approved, subject to the approval of shareholders, the re-appointment of Mr. Vikram Khandelwal as the Managing Director of the Company with effect from 6th August, 2012 on the same terms and conditions of remuneration as were paid to him earlier. The necessary Resolution for the approval of the same is covered in the Notice convening the Annual General Meeting.

Mr. Manish Maheshwari, and Mr. Manish Sinvhal, Directors of the Company continue to hold Directorship in the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Directors of the Company confirm that:

(i) That in the preparation of the annual accounts for the financial Period ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial Period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial Period ended 31st March, 2012 on a going concern basis.

DEPOSITS

Your Company has, during the year, not accepted any public deposit within the meaning of the provisions of section 58 A of the Companies Act, 1956.

COMPANY SECRETARY

During the year Mr. Ramprakash Shroff resigned and Ms. Varsha Jain was appointed as Company Secretary of the Company w.e.f 31st October, 2011 and 1st February, 2012 respectively.

AUDITORS AND THEIR REPORT

M/s. Nahata Mahajan & Co., Chartered Accountants, Indore retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board proposes their re-appointment as Statutory Auditors to audit the accounts of the Company for the year 2012-2012. You are requested to consider their re-appointment.

CORPORATE GOVERNANCE

Your Company is committed to follow the guidelines of SEBI and Stock Exchanges from time to time. Your Company implemented most of its major stipulation as applicable to the Company. The Statutory Auditors' certificate dated 3rd September, 2012 in accordance with clause 49 of Listing agreement and a report on Corporate Governance is amiexed hereto and forming part of the Directors' Report.

STATUTORY INFORMATION

A. CONSERVATION OF ENERGY

The Particulars required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are not applicable to the Company. However, considering the importance of conservation of energy and the benefits derived out of it, the Company has introduced various measures that involve the conservation. The measures adopted including using power savers wherever possible, less power consuming electrical fittings etc.

The employees are also made aware of the advantages of conserving power and to implement it by using natural lighting and ventilation wherever possible. However, the Company has not incurred any major expenditure on this account.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, transactions in Foreign Exchange are as under:

Foreign Exchange Earnings : Nil (Previous Year - Nil)

Foreign Exchange Outgo : Nil (Previous Year - Nil)

C. RESEARCH AND DEVELOPMENT (R&D). TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

The Company has neither carried out any Research and Development activities nor absorbed/adapted/innovated any Technology during the financial year under review. Hence, the Company has not incurred any expenditure under this category.

D. PARTICULARS OF EMPLOYEES

During the year under review, there were no employees drawing remuneration of Rs. 60,00,000 p.a. or Rs. 5,00,000/- p.m. or more. Hence there is no information to be provided in accordance to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rule 1975.

HUMAN RESOURCE

Your Company believes in the philosophy of communicating with the entire team in a two way process. Company also believes in the principal of proper delegation of authority which results in uplift of Commitment level, responsibility and accountability of entire team right from Managing Director to Lowest level of administration. Every effort is made to implement the suggestions received and to encourage staff for more suggestions and discussions for ongoing improvement.

ACKNOWLEDGEMENT

Your Directors wishes to place on record their sincere thanks to the valuable clients, vendors, investors, banks, business associates, consultants and advisors for their keen involvement with the Company's affairs and business and look forward for their continued support in the future.

Your Directors make a special mention and their deep sense of appreciation to the employees of the Company for their continued effort and contribution for the potential growth of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

TRANS ASIA CORPORATION LIMITED

Sd/- Sd/-

(DAYARAM DHOOT) (VIKRAM KHANDELWAL)

CHAIRMAN MANAGING DIRECTOR

REGISTERED OFFICE:

110, ROYAL RATAN,

7, M. G. ROAD,

INDORE - 452 001

DATE: 3rd SEPTEMBER, 2012


Mar 31, 2011

The Directors take pleasure in presenting the 17th Annual Report on the business and operations of the Company along with the Audited Statement of Accounts of your Company for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

Financial summary of the Company for the year under review along with figures for previous year are as follows:

(Rs.in Lacks) .

Particulars 31.03.2011 31.03.2010

Sales & Other Income 1069.27 3837.12

Profit/ (Loss) before depreciation (20.45) 3.15

Less: Depreciation 0.73 0.81

Profit/ (Loss) before Tax (21.19) 2.33

Less: Provision for Tax Current Tax 000 0.37

Fringe Benefit Tax OCX) 000 0.03

Deferred Tax_ O.06 0.12

Net Profit/ (Loss) after Tax & Adjustments (21.25) 1.82

Profit/(Loss) brought forward / Prior period adjustment 157.59 155.77

Transfer to General Reserve

Balance carried forward to Balance sheet 136.34 157.59

PERFORMANCE

Your Directors hereby inform that your Company has recorded a lower gross sale from operations of Rs. 1069.27 lacks as compared to Rs. 3837.12 lacks in the previous year. The Company incurred loss of Rs. 21.25 lacks as compared to profit of Rs. 1.82 lacks earned in the previous year. Your Directors are hopeful of achieving better results in the current year.

DIVIDEND

Keeping in view, the financial results of the Company, for the year under review, your Directors regret their inability to declare any dividend.

MARKETING STRATEGY

Your Company is making efforts to diversify the range of products for the Global Market Your Directors foresee a good market in future, in land and overseas.

FUTURE PROSPECTS AND CHALLENGES

As discussed earlier, we have been passing through an era of great changes. The World Economy is so frequently undergoing changes that experts are unable to foresee correctly or near to change.

Yet, it is sure that whatever changes are taking place, are meant for progress and promoting healthy competition world wide. It is also correct that the developed and controlling nations are coming up with policies which may not be that fruitful to the other nations like us.

Your Company could not be an exception to it but with regular watch and control over the situation, the Company has been trying to do better. The Company has long term and short term plans for new products, marketing strategies and tie up with other entities which are being implemented from time to time. Implementation of new plans will make possible for your Company to achieve the targets above par. Because of administrative constraints, the partnership firm M/s. Asia Pacific Exports has not undertaken activities during the year under review.

Your Company is likely to go for Bank finance for Working Capital to take utmost advantage of opportunities available in the Market and to enhance the overall activity.

Taking into the account all the above, it is expected that while the growth in profitability would be a challenge, the concrete plans and strategies which are afoot should see growth in turnover and profits in the years to come.

FINANCE

Your Directors are pleased to announce that your Company is a Zero Debt Company and it does not have any liability for loans and interest burden thereof.

SHARE CAPITAL & LISTING

Your Directors are pleased to announce that your Company has obtained connectivity with Central Depository Services Limited (CDSL) and National Depository Services Limited (NSDL) to provide facilities to all members, investors and shareholders and to hold the shares in dematerialized form. Equity shares of the Company can be held in electronic form with any depository participant (DP) with whom Members / Investors have their Demate Accounts. The Equity Shares of the Company are listed and being traded with the Bombay Stock Exchange.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956 and the Articles of Association of the Company,

Mr. Manish Sinvhal and Mr. Vikram Khandelwal will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Manish Maheshwari, Mr. Sushil Kumar Chokhani and Mr. Dayaram Dhoot, Directors of the Company continue to hold Directorship in the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Directors of the Company confirm that:

(i) That in the preparation of the annual accounts for the financial Period ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial Period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial Period ended 31st March, 2011 on a going concern basis.

DEPOSITS

Your Company has, during the year, not accepted any public deposit within the meaning of the provisions of section 58 A of the companies Act, 1956.

AUDITORS AND THEIR REPORT

M/s. Nahata Mahajan & Co., Chartered Accountants, Indore retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board proposes their re-appointment as Statutory Auditors to audit the accounts of the Company for the year 2011 -2012. You are requested to consider their re-appointment.

CORPORATE GOVERNANCE

Your Company is committed to follow the guidelines of SEBI and Stock Exchanges from time to time Your Company implemented most of its major stipulation as applicable to the Company. The Statutory Auditors' certificate dated 26th August, 2011 in accordance with clause 49 of Listing agreement and a report on Corporate Governance is annexed hereto and forming part of the Directors' Report.

STATUTORY INFORMATION

A, CONSERVATION OF ENERGY

The Particulars required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are not applicable to the Company. However, considering the importance of conservation of energy and the benefits derived out of it, the Company has introduced various measures that involve the conservation. The measures adopted including using power savers wherever possible, less power consuming electrical fittings etc.

The employees are also made aware of the advantages of conserving power and to implement it by using natural lighting and ventilation wherever possible. However, the Company has not incurred any major expenditure on this account.

B, FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, transactions in Foreign Exchange are as under: Foreign Exchange Earnings: Nil (Previous Year - Nil) Foreign Exchange Outgo : Nil (Previous Year - Nil)

C, RESEARCH AND DEVELOPMENT (R&D). TECHNOLOGY ABSORPTION. ADAPTATION & INNOVATION

The Company has neither carried out any Research and Development activities nor absorbed/adapted/ innovated any Technology during the financial year under review. Hence, the Company has not incurred any expenditure under this category.

D, PARTICULARS OF EMPLOYEES

During the year under review, there were no employees drawing remuneration of Rs. 60,00,000 p.a. or Rs. 5,00,000/- p.m. or more. Hence there is no information to be provided in accordance to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rule 1975.

HUMAN RESOURCE

Your Company believes in the philosophy of communicating with the entire team in a two way process. Company also believes in the principal of proper delegation of authority which results in uplift of Commitment level, responsibility and accountability of entire team right from Managing Director to Lowest level of administration. Every effort is made to implement the suggestions received and to encourage staff for more suggestions and discussions for ongoing improvement.

ACKNOWLEDGEMENT

Your Directors wishes to place on record their sincere thanks to the valuable clients, vendors, investors, banks, business associates, consultants and advisors for their keen involvement with the Company's affairs and business and look forward for their continued support in the future.

Your Directors make a special mention and their deep sense of appreciation to the employees of the Company for their continued effort and contribution for the potential growth of the Company. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF TRANS ASIA CORPORATIONLIMITED

Sd/- Sd/-

(DAYARAMDHOOT) (VIKRAM KHANDELWAL)

CHAIRMAN MANAGING DIRECTOR

REGISTERED OFFICE :

110, ROYAL RATAN,

7, M. G. ROAD,

INDORE - 452 001

DATE: 26th AUGUST, 2011


Mar 31, 2010

The Directors take pleasure in presenting the 16th Annual Report on the business and operations of the Company alongwith the Audited Statement of Accounts of your Company for the financial year ended 31 st March, 2010.

FINANCIAL RESULTS

Financial summary of the Company for the year under review along with figures for previous year are as follows:

(Rs. in Lacs)

Particulars 31.03.2010 31.03.2009

Sales & Other Income 3837.12 9799.86

Profit/ (Loss) before depreciation 3.15 27.73

Less: Depreciation 0.81l 0.90

Profit/ (Loss) before Tax 2.33 26.83

Less: Provision for Tax Current Tax 037 1.51

Fringe Benefit Tax 0.03 0.06

Deferred Tax 0.12 0.24

Net Profit/ (Loss) after Tax & Adjustments 1.82 25.02

Profit/ (Loss) brought forward / Prior period adjustment 155.77 130.75

Transfer to General Reserve

Balance carried forward to Balance Sheet 157.59 155.77

PERFORMANCE

Your Directors hereby inform you that your Company has recorded a lower gross sale and Income from operations of Rs. 3837.12 lacs as compared to Rs. 9799.86 lacs in the previous year. The Company earned a net profit of Rs. 1.82 lacs as compared to that of Rs. 25.02 lacs earned in the previous year. Your Directors are hopeful of achieving better results in the current year.

DIVIDEND

In the interest of the Company, your Directors wish not to recommend any dividend for the year and the entire surplus is proposed to be transferred to the reserves to give financial leverage to the Company for its proposed projects discussed in the report.

MARKETING STRATEGY

Your Company is making efforts to diversify the range of products for the Global Market though in the Domestic Market, the share of the Company has increased. Your Directors foresee a good market in future, in land and overseas.

FUTURE PROSPECTS AND CHALLENGES

As discussed earlier, we have been passing through an era of great changes. The World Economy is so frequently undergoing changes that experts are unable to foresee correctly or near to change.

Yet, it is sure that whatever changes are taking place, are meant for progress and promoting healthy competition world wide. It is also correct that the developed and controlling nations are coming up with policies which may not be that fruitful to the other nations like us.

Your Company could not be an exception to it but with regular watch and control over the situation, the Company has been growing up. The Company has long term and short term plans for new products, marketing strategies and tie up with other entities which are being implemented from time to time. Implementation of new plans has made possible for your Company to achieve the targets above par. Your Company in a position to declare dividend but as said above, to bring in strength within the Company, it is being not recommended. The Partnership Firm M/s Asia Pacific Exports did well during the year under review.

Your Company has now decided to go for Bank finance for Working Capital to take utmost advantage of opportunities available in the Market and to enhance the overall activity.

Taking into the account all the above, it is expected that while the growth in profitability would be a challenge, the concrete plans and strategies which are afoot should see growth in turnover and profits in the years to come.

FINANCE

Your Directors are pleased to announce that your Company is a Zero Debt Company and it does not have any liability for loans and interest burden thereof.

SHARE CAPITAL & LISTING

Your Directors are pleased to announce that your Company has obtained connectivity with Central Depository Services Limited (CDSL) and National Depository Services Limited (NSDL) to provide facilities to all members, investors and shareholders and to hold the shares in dematerialised form. Equity shares of the Company can be held in electronic form with any depository participant (DP) with whom Members / Investors have their Demat Accounts. The Equity Shares of the Company are listed and being traded with the Bombay Stock Exchange.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956 and the Articles of Association of the

Company, Mr. Manish Maheshwari and Mr. Sushil Kumar Chokhani will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Rajeev Khandelwal who had been appointed as Wholetime Director of the Company resigned from Directorship of the Company w.e.f. 27th December, 2009 due to pre-occupation of work and personal commitments. The Board placed on record appreciation on the contribution of Mr. Rajeev Khandelwal during his tenure as Director of the Company.

Mr. Vikram Khandelwal, Managing Director, Mr. Manish Maheshwari and Mr. Dayaram Dhoot, Directors of the Company continue to hold Directorship in the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Directors of the Company confirm that:

(i) That in the preparation of the annual accounts for the financial Period ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial Period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial Period ended 31st March 2010 on a going concern basis.

DEPOSITS

Your Company has, during the year, not accepted any public deposit within the meaning of the provisions of section 58 A of the companies Act, 1956.

AUDITORS AND THEIR REPORT

M/s. Nahata Mahajan & Co., Chartered Accountants, Indore retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board proposes their re-appointment as Statutory Auditors to audit the accounts of the Company for the year 2010-2011. You are requested to consider their re-appointment.

CORPORATE GOVERNANCE

Your Company is committed to follow the guidelines of SEBI and Stock Exchanges from time to time Your

Company implemented all of its major stipulation as applicable to the Company. The Statutory Auditors certificate dated 24th August, 2010 in accordance with clause 49 of Listing agreement and a report on Corporate Governance is annexed hereto and forming part of the Directors Report.

STATUTORY INFORMATION

A. CONSERVATION OF ENERGY

The Particulars required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are not applicable to the Company. However, considering the importance of conservation of energy and the benefits derived out of it, the Company has introduced various measures that involve the conservation. The measures adopted including using power savers wherever possible, less power consuming electrical fittings etc.

The employees are also made aware of the advantages of conserving power and to implement it by using natural lighting and ventilation wherever possible. However, the Company has not incurred any major expenditure on this account.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, transactions in Foreign Exchange are as under:

Foreign Exchange Earnings : Nil (Previous Year - Nil)

Foreign Exchange Outgo : Nil (Previous Year - Nil)

C. RESEARCH AND DEVELOPMENT (R&D), TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

The Company has neither earned out any Research and Development activities nor absorbed/adapted/ innovated any Technology during the financial year under review. Hence, the Company has not incurred any expenditure under this category.

D. PARTICULARS OF EMPLOYEES

During the year under review, there were no employees drawing remuneration of Rs. 24,00,000 p.a. or Rs. 2,00,000 p.m. or more. Hence there is no information to be provided in accordance to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rule 1975.

HUMAN RESOURCE

Your Company believes in the philosophy of communicating with the entire team in a two way process. Company also believes in the principal of proper delegation of authority which results in uplift of Commitment level, responsibility and accountability of entire team right from Managing

Director to Lowest level of administration. Every effort is made to implement the suggestions received and to encourage staff for more suggestions and discussions for ongoing improvement.

ACKNOWLEDGEMENT

Your Directors wishes to place on record their sincere thanks to the valuable clients, vendors, investors, banks, business associates, consultants and advisors for their keen involvement with the Companys affairs and business and look forward for their continued support in the future.

Your Directors make a special mention and their deep sense of appreciation to the employees of the Company for their continued effort and contribution for the potential growth of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF TRANS ASIA CORPORATION LIMITED

Sd/- Sd/-

(DAYARAMDHOOT) (VIKRAM KHANDELWAL)

DIRECTOR MANAGING DIRECTOR REGISTERED OFFICE:

110, ROYAL RATAN, 7, M. G. ROAD,

INDORE-452001

DATE: 24th AUGUST, 2010



 
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