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Directors Report of Trans Freight Containers Ltd.

Mar 31, 2015

Dear Members,

The Directors present their 41st Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS : (Rs. in Lakhs) Year ended

31/03/2015 31/03/2014

Profit/(Loss) before Interest, (8.57) 224.50 Depreciation & Taxation

Less : Interest 0.39 3.23

(8.96) 221.27

Less : Depreciation 238.52 238.50

Profit/(Loss) during the year (247.48) (17.23)

Profit/(Loss) brought forward

from previous year (3710.39) (3697.39)

Profit/(Loss) before Appropriation (3957.87) (3714.62))

APPROPRIATIONS

Prior Year Income Tax Refund - (4.23)

Balance Carried to Balance Sheet (3957.87) (3710.39)

(3957.87) (3714.62)

DIVIDEND :

In view of accumulated losses, your Directors are unable to recommend any dividend.

PERFORMANCE :

The turnover of your Company for the year ended March 31,2015 was Rs. 74.33 lakhs as against Rs.30.40 lakhs in the previous year. Your Company has loss of Rs.8.57 lakhs before Interest, Depreciation and Taxation as against a profit of Rs.224.49 lakhs in the previous year. After providing for interest of Rs. 0.39 lakhs (Previous year Rs.3.23 lakhs) and Depreciation of Rs.238.52 lakhs (Previous year Rs.238.50 lakhs) your Company has loss of Rs.247.48 lakhs as against a Loss of Rs.17.23 lakhs in the previous year. Your Company's manufacturing activities of ISO Marine Cargo Container remains suspended as container production has not yet become viable.

Your company has diversified into manufacturing modular and pre fabricated accommodation systems for the domestic market. The target market for these products and solutions was the infrastructure and real estate sectors. However, due to adverse government policies and poor market climate, the infrastructure and real estate companies are in poor financial health and not investing in these capital goods. Hence, your company has decided to postpone the expansion of this project.

Share Capital:

The Share Capital remained the same during the year under review.

Current Status:

The working position of the Company in the current financial year 2015-16 is satisfactory. The Company expects to achieve better performance during the current year. The Company is striving to improve the working diversified business activities as stated above.

Changes in Nature of Business and Revision in the Board's Report:

There is no change in the nature of business of the Company during the year and hence there is no revision made in the Board's Report.

Directors and Key Managerial Personnel:

(1) DIRECTORS :

Shri Badal Mittal, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mrs. Poornima Sanjiv Aggarwal (DIN 07152006) was appointed as Additional and Independent Director of the Company with effect from 25th March, 2015 vide Board Resolution dated 25th March, 2015. She holds office until the conclusion of the ensuing Annual General Meeting.

The Company has received letter from a member along with the requisite deposit proposing candidature of Mrs. Poornima Sanjiv Aggarwal for her appointment as Director at the ensuing Annual General Meeting. Accordingly, resolution proposing appointment of Mrs. Poornima Sanjiv Aggarwal as Director forms part of the Notice of the Annual General Meeting.

Mr. Shiv kumar Dalmia ceased from directorship with effect from 25th March, 2015 pursuant to the provisions of Section 167(1)(b) of the Companies Act,2013 on account of remaining absent from all the Meetings of the Board of Directors held during a period of twelve months

There is no other change in the composition of the Board of Directors.

(2) Key Managerial Personnel

The Company has following Key Managerial Personnel:

Sr. Name of the Person Designation No.

1 Mr. Ashok Kumar Dalmia Managing Director

2 Mr. Chandrabhan R. Singh Chief Financial Officer

3 Mrs. Pushpalata V. Mishra Company Secretary

Appointment of KMP

During the year under review, the Company appointed Mr Chandrabhan R. Singh as Chief Financial Officer of the Company with effect from 30/05/2014 and Mrs.Pushpalata Vashishta Mishra as Company Secretary in whole time employment of the Company with effect from 13/11/2014.

(3) Declaration by Independent Director

The Company has received necessary declaration from the Independent Director pursuant to section 149(7) of the Companies Act, 2013 confirming that she meets the criteria of independence as prescribed pursuant to section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

PUBLIC DEPOSITS:

The Company is not accepting any deposits from the public.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013 and hereby confirm that:-

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; 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.

b. the directors have selected such accounting policies and applied consistently to the affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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; and the directors have laid down proper systems financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

e. proper internal financial controls were laid down and such internal financial controls were adequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Disclosure under Section 197(12) of the Companies Act, 2013 and other Disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014:

There were no employees during the year covered under Companies Act,2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules,2014.

Since none of the Directors is in receipt of any remuneration, the ration of remuneration to the median remuneration of the employees is not applicable.

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 will be made available for inspection at its Registered Office during the working hours for a period of 21 days before the date of Annual General Meeting of the Company pursuant to Section 136 of Companies, 2013.

Disclosure under Section 197(14) of the Companies Act, 2013

The Company does not have any subsidiary Company and therefore the question of receiving any remuneration or commission by the executive Director of the Company from any of the subsidiary Company does not arise.

Number of Board Meetings:

During the Financial year, total 5 (Five) meetings of the Board of Directors were held on 30.05.2014, 12.08.2014, 13.11.2014, 12.02.2015 and 25.03.2015 respectively.

On account of inadequate number of independent Director the constitution of Audit committee and Nomination and Remuneration Committee is not in conformity with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement and also could not frame various policies and carry out evaluation of Board and independent Director as required under the said Act and Clause 49 of the Listing Agreements. However following committees have been constituted by the Board of Directors :

1. Audit Committee

2. Nomination and Remuneration Committee

3. Shareholders Relationship Committee

4. Risk Management Committee

Composition of Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of:

1. Shri Ashok Kumar Dalmia - Managing Director

2. Shri Badal Mittal - Non-Executive Director

3. Smt. Poornima Sanjiv Agarwal - Independent Director

Since the Company has only one Independent Director on its Board, the constitution of this committee is not in conformity with the provisions of Section 177 of the Companies Act,2013 and Clause 49 of Listing Agreement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS & OUTGO :

(A) The Company's operations are not energy intensive. However, adequate measures have been taken to reduce energy consumption, wherever possible.

(B) The company has not absorbed any technology during the year under review.

(C) Foreign Exchange Earning - Nil

Foreign Exchange Outgo - Rs. 2.86 Lacs

LISTING OF SHARES :

The Shares of your company are listed on the Bombay Stock Exchange. The company has paid Annual Listing Fee for the year 2015 - 2016 and also Annual Custodian Fees in respect of Shares held in dematerialization mode to NSDL and CDSL for the year 2015-16.

CORPORATE GOVERNANCE :

A separate report on Corporate Governance as required under clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

STATUTORY AUDITORS:

The Statutory Auditors of the Company namely, J. F. Shah & Co. Chartered Accountants have been appointed for a period of 3 years at the previous annual general meeting held on 30th September, 2014. The appointment is required to be ratified by the shareholders at this annual general meeting to conduct the audit for the financial year 2015-2016. Auditors have confirmed their eligibility and submitted the Certificate in writing that their appointment, if ratified, would be within the prescribed limit under the Act and they are not disqualified for re-appointment.

AUDITORS' REPORT :

There are no remarks or qualifications in the Auditors' Report requiring any specific explanation.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204(1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. K. C. Nevatia & Associates, a firm of Company Secretaries in Practice (C. P. No. 2348) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as "Annexure - A" and forms an integral part of this Report.

Directors Explanation to Qualification in Secretarial Audit Report:

a) Most of non compliances referred in the Secretarial/Audit Report are on account of inadequate number of Independent Directors on the Board of Directors of the Company. The Directors are making efforts to appoint more Independent Director(s) so as to have the composition of Board of Directors in accordance with the provisions of Section 149 of the Companies Act, 2013 and clause 49 of Listing Agreement with the Stock Exchange. This will also enable the Company to constitute various committees and frame various polices as required under the Companies Act, 2013 as well as Clause 49 of Listing Agreement with the Stock Exchange.

b) The Company's Fixed Assets being Factory Building and Plant and Machinery situated at J-1&J1-1, M.I.D.C. Tarapur Industrial Area, Boisar-401 501 have not been insured as the Machinery being not in use from last about 15 years have become rusted and obsolete and have only the scap value and the Factory Building is not RCC construction but in the form of a shed on the pillar.

Extract of Annual Return:

Extract of the Annual Return in form MGT-9 for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is annexed as "Annexure - B" which forms part of this Report

The details of significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

No order have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operation in future.

Internal Control Systems:

Adequate internal control systems commensurate with the nature of the Company's business and size of its operations are in place. Adequate measures are taken to utilized the assets and resources of the Company economically and efficiently. The Board continued to review the internal control system from time to time.

Internal Financial Controls:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no instance of inefficiency or inadequacy of such controls have come to the notice of Board.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the financial year end of the company to which financial results relate:

No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

Particulars of loans, guarantees, investments and securities:

The details of Loans, Guarantees, Securities and Investments as covered under the provisions of section 186 of the Companies Act, 2013 are given in the Note No. 8 and 9 to Financial Statements.

Particulars of contracts or arrangement with related parties:

The Company has not entered in to any transactions with any of the related party during the year under review. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required.

On behalf of the Board of Directors, ASHOK KUMAR DALMIA Managing Director BADAL MITTAL Director. Place : Mumbai Date : 29th May, 2015.


Mar 31, 2014

The Shareholders

The Directors present their Fortieth Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS :

(Rs. in Lakhs) Year ended 31/03/2014 31/03/2013

Profit/(Loss) before Interest, Depreciation & Taxation 224.50 271.91

Less : Interest 3.23 0.34

221.27 271.57

Less : Depreciation 238.50 238.43

Profit / (Loss) during the year (17.23) 33.14

Profit/(Loss) brought forward from previous year (3697.39) (3639.27)

Prior Year Income Tax - (168.69)

Profit/(Loss) before Appropriation (3714.62) (3774.82)

APPROPRIATIONS

Prior Year Income Tax Refund (4.23) (77.43)

Balance Carried to Balance Sheet (3710.39) (3697.39)

(3714.62) (3774.82)

DIVIDEND :

In view of accumulated losses, your Directors are unable to recommend any dividend.

PERFORMANCE :

The turnover of your Company for the year ended March 31, 2014 was Rs. 30.40 lakhs as against Rs.47.73 lakhs in the previous year. Your Company has profit of Rs.224.50 lakhs before Interest, Depreciation and Taxation as against a profit of Rs.271.91 lakhs in the previous year. After providing for interest of Rs. 3.23 lakhs (Previous year Rs.0.34 lakhs) and Depreciation of Rs.238.50 lakhs (Previous year Rs. 238.43 lakhs) your Company has loss of Rs.17.23 lakhs as against a profit of Rs.33.14 lakhs in the previous year. Your Company''s manufacturing activities of ISO Marine Cargo Container remains suspended as container production has not yet become viable.

The Company will continue its efforts in the development and marketing of prefabricated shelter units, modular offices and accomodation units. There has been an evident slowdown in the real estate and infrastructure sectors in India and hence the prefabricated structures business is yet to yield promising results. In the meantime, the Company is attempting to diversify into general fabrication.

DIRECTORS :

Shri Anil Mittal, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

PUBLIC DEPOSITS :

The Company is not accepting any deposits from the public.

PARTICULARS OF EMPLOYEES :

There was no employee in respect of whom information is required to be disclosed as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CHIEF FINANCIAL OFFICER :

Pursuant to the provisions of Section 203(1) of the Companies Act, 2013, the Board of Directors has appointed Shri Chandrabhan R. Singh as Chief Financial Officer of the Company with effect from 30th May, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO :

(A) The Company''s operations are not energy intensive. However, adequate measures have been taken to reduce energy consumption, wherever possible. As energy cost forms a small part of total costs, the impact on costs is immaterial. The particulars as regards energy consumption in prescribed Form A is annexed.

(B) The company has not absorbed any technology during the year under review.

(C) Foreign Exchange Earning - Nil

Foreign Exchange Outgo - Rs. 2.69 Lacs

DIRECTORS RESPONSIBILITY STATEMENT :

As required under section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) They have selected such accounting policies and applied them consistently and made judgment 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 year and of the loss of the Company for that period;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and belief;

iv) They have prepared the annual accounts on a going concern basis.

LISTING OF SHARES :

The Shares of your company are listed on the Bombay Stock Exchange. The company has paid Annual Listing Fee for the year 2014 - 2015 and also Annual Custodian Fees in respect of Shares held in dematerialization mode to NSDL and CDSL for the year 2014-15.

CORPORATE GOVERNANCE :

A separate report on Corporate Governance as required under clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

AUDIT COMMITTEE :

The Audit Committee of the Board of Directors of the Company comprises of following three Directors;

1. Shri Ashok Kumar Dalmia

2. Shri Badal Mittal

3. Shri Anil Mittal

The Quarterly Unaudited Financial Results as well as the Annual Audited Financial Results were reviewed by the Audit Committee during the year ended 31st March, 2014.

AUDITORS'' REPORT :

There are no remarks or qualifications in the Auditors'' Report requiring any specific explanation.

AUDITORS :

The members are requested to appoint the Auditors. M/s. J.F.SHAH & Co., the retiring Auditors, who have furnished written consent for their appointment and the certificate of their eligibility for re-appointment as required under Section 139 read with Section 141 of the Companies Act, 2013.

On behalf of the Board of Directors ASHOK KUMAR DALMIA Managing Director

BADAL MITTAL Director

REGISTERED OFFICE: Mulund Industrial Estate Services Co-op. Society Ltd. Nahur Road, Mulund (West), Mumbai - 400 080.

Place : Mumbai Date : 30th May, 2014


Mar 31, 2009

The Directors present their Thirty-fifth Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2009.

FINANCIAL RESULTS :

{Rs. in Lacs) Year ended

31/03/2009 31/03/2006

Prof it / (Loss) before Interest, Depreciation & Taxation 455.80 7126.93

Less : Interest 0.16 25.00

455.64 7101.93

Less : Depreciation 241.30 241.07

214.34 6860.86

Add : Balance of Profit/(Loss) brought forward

From previous year (4024.57) (10877.87)

Add :T.D.S. -- (7.56)

Profit/(Loss) before Appropriation (3810.23) (4024.57)

APPROPRIATIONS

Balance Carried to Balance Sheet (3810.23) (4024.57)

(3810.23) (4024.57)

DIVIDEND :

In view of accumlated losses, your Directors are unable to recommend any dividend.

PERFORMANCE :

The turnover of your Company for the year ended March 31, 2009 was Rs. 13.35 lacs as against Rs. 24.00 lac in the previous year. Your Company earned a Profit of Rs.455.80 lacs before Interest, Depreciation and Taxation as against a Profit of Rs. 7126.93 lacs in the previous year. After providing for interest of Rs. 0.16 lacs (Previous year Rs. 25.00 lacs) and Depreciation of Rs. 241.30 lacs {Previous year Rs. 241.07 lacs) your Company earned Net Profit of Rs. 214.34 lacs as against that of Rs. 6860.86 lacs in the previous year. Your company has suspended most of its manufacturing activities as container production has become unviable.

DIRECTORS :

Shri Shivkumar Dalmia, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

DEPOSITS :

The Company has neither accepted any deposit during the year nor is there any deposit overdue for repayment.

PARTICULARS OF EMPLOYEES :

There was no employee in respect of whom information is required to be disclosed as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION.FOREIGN EXCHANGE EARNINGS & OUTGO :

The information required under Section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding the above is appended hereto and forms part of this report. The Company has neither earned nor spent foreign exchange during the year under report.

DIRECTORS RESPONSIBILITY STATEMENT :

As required under section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgement 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 year and of the profit of the Company for that period;

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

iv) the Directors have prepared the annual accounts on a going concern basis.

LISTING OF SHARES :

The Equity Shares of your company are listed on the Bombay Stock Exchange and the annual listing fee for the year 2009 - 2010 has been paid.

CORPORATE GOVERNANCE :

The Shares of the Company are put under compulsory dernaterialization by the Bombay Slock Exchange and the Company has appointed M/s. SHAREX DYNAMIC (INDIA) PVT.LTD. as the Registrars & Share Transfer Agent for physical transfer as well as Dernaterialization of the Shares of the Company.

AUDIT COMMITTEE :

The Audit Committee of the Board of Directors of the Company comprises of following three Directors;

i. Shri Ashok Kumar Dalmia

2. Shri Badal Mittal

3. Shri Anil Mittal

The Quarterly Unaudited Financial Results as well as the Annual Financial Statements during the year ended 31st March, 2009 were reviewed by the Audit Committee.

AUDITORS REPORT :

The comments of the Auditors on the Accounts are self explanatory and need no further explanation.

AUDITORS :

The members are requested to appoint the Auditors. M/s. J.F. SHAH & Co., the retiring Auditors who have furnished the certificate of their eligibility for re-appointment as required under Section 224 of the Companies Act, 1956.

On behalf of the Board of Directors ASHOK KUMAR DALMIA

Managing Director

BADAL MITTAL

Director

REGISTERED OFFICE:

Mulund Industrial Estate Services Co-op. Society Ltd. Nahur Road, Mulund (West), Mumbai - 400 080.

Place : Mumbai

Date :31st August, 2009

 
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